N-CSRS 1 d614780dncsrs.htm GABELLI DIVIDEND GROWTH FUND Gabelli Dividend 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            811-09377                

                         The Gabelli Dividend 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:   June 30, 2018

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. § 3507.


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


The Gabelli Dividend Growth Fund

Semiannual Report — June 30, 2018

 

LOGO    LOGO    LOGO
Sarah Donnelly    Robert D. Leininger, CFA    Justin Bergner, CFA
Portfolio Manager    Portfolio Manager    Portfolio Manager
BS, Fordham    BA, Amherst College    BA, Yale University
University    MBA, Wharton School,    MBA, Wharton School,
   University of Pennsylvania    University of Pennsylvania

To Our Shareholders,

For the six months ended June 30, 2018, the net asset value (“NAV”) per Class AAA Share of The Gabelli Dividend Growth Fund decreased 1.3% compared with an increase of 2.7% for the Standard & Poor’s (“S&P”) 500 Index. Other classes of shares are available. See below for performance information for all classes of shares.

Enclosed are the financial statements, including the schedule of investments, as of June 30, 2018.

Comparative Results

 

Average Annual Returns through June 30, 2018 (a) (Unaudited)

                   Since
Inception
 
    

Six Months

    

1 Year

    

5 Year

    

10 Year

    

15 Year

    

(8/26/99)

 

Class AAA (GABBX)

     (1.28)%        5.00%        7.19%        6.54%        7.40%        5.65%  

S&P 500 Index

     2.65            14.37           13.42           10.17           9.30           5.75     

Lipper Large Cap Value Fund Average

     (0.49)           9.25           10.60           8.26           8.11           5.43     

Class A (GBCAX)

     (1.28)           5.02           7.20           6.55           7.43           5.67     

With sales charge (b)

     (6.96)           (1.02)          5.94           5.92           7.01           5.34     

Class C (GBCCX)

     (1.65)           4.23           6.40           5.75           6.64           5.05     

With contingent deferred sales charge (c)

     (2.63)           3.23           6.40           5.75           6.64           5.05     

Class I (GBCIX)

     (0.81)           6.10           7.74           6.95           7.75           5.93     

In the current prospectuses dated April 30, 2018, the expense ratios for Class AAA, A, C, and I Shares are 2.01%, 2.01%, 2.76%, and 1.76%, respectively, and the net expense ratios for these share classes after contractual reimbursements by Gabelli Funds, LLC, (the “Adviser”) are 2.00%, 2.00%, 2.75% and 1.00%, respectively. See page 8 for the expense ratios for the six months ended June 30, 2018. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A Shares 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. Returns would have been lower had the Adviser not reimbursed certain expenses of the Fund. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days of purchase. Performance returns for periods of less than one year are not annualized. 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 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 Lipper Large Cap Value Fund Average reflects the average performance of mutual funds classified in this particular category. Dividends are considered reinvested. You cannot invest directly in an index. 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 the Class I Shares on June 30, 2004. The actual performance of the Class A and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance for the Class I Shares would have been higher due to the lower expenses related to this class of shares.

 
  (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.

 


The Gabelli Dividend Growth Fund   
Disclosure of Fund Expenses (Unaudited)   
For the Six Month Period from January 1, 2018 through June 30, 2018      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.

 

    Beginning
Account Value
01/01/18
  Ending
Account Value
06/30/18
 

Annualized

Expense

Ratio

   

Expenses

Paid During
Period*

 
The Gabelli Dividend Growth Fund

 

       

Actual Fund Return

   

Class AAA

  $1,000.00   $   987.20     2.02%       $  9.95  

Class A

  $1,000.00   $   987.20     2.02%       $  9.95  

Class C

  $1,000.00   $   983.50     2.77%       $13.62  

Class I

  $1,000.00   $   991.90     1.02%       $  5.04  

Hypothetical 5% Return

   

Class AAA

  $1,000.00   $1,014.78     2.02%       $10.09  

Class A

  $1,000.00   $1,014.78     2.02%       $10.09  

Class C

  $1,000.00   $1,011.06     2.77%       $13.81  

Class I

  $1,000.00   $1,019.74     1.02%       $  5.11  

 

*

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 (181 days), then divided by 365.

 

 

2


Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of June 30, 2018:

The Gabelli Dividend Growth Fund

 

Financial Services

     23.7

Health Care

     16.4

Food and Beverage

     9.6

Computer Software and Services

     9.4

Diversified Industrial

     7.8

Energy

     7.3

Specialty Chemicals

     5.5

Automotive: Parts and Accessories

     2.5

U.S. Government Obligations

     2.3

Energy Services

     1.9

Retail

     1.9

Metals and Mining

     1.9

Telecommunications

     1.8

Consumer Products

     1.8

Semiconductors

     1.7

Media

     1.2

Business Services

     1.1

Cable and Satellite

     1.0

Hotels and Gaming

     0.8

Transportation

     0.1

Other Assets and Liabilities (Net)

     0.3
  

 

 

 
         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.

 

3


The Gabelli Dividend Growth Fund

Schedule of Investments — June 30, 2018 (Unaudited)

 

 

 

Shares

     

Cost

   

Market

Value

 
 

COMMON STOCKS — 97.4%

 

 
 

Automotive: Parts and Accessories — 2.5%

 

 

6,000

 

Aptiv plc

  $ 370,336     $ 549,780  

2,000

 

Delphi Technologies plc

    70,540       90,920  
   

 

 

   

 

 

 
      440,876       640,700  
   

 

 

   

 

 

 
 

Business Services — 1.1%

 

 

2,000

 

Macquarie Infrastructure Corp.

    76,273       84,400  

1,500

 

Visa Inc., Cl. A

    137,987       198,675  
   

 

 

   

 

 

 
      214,260       283,075  
   

 

 

   

 

 

 
 

Cable and Satellite — 1.0%

 

 

8,000

 

DISH Network Corp., Cl. A†

    353,038       268,880  
   

 

 

   

 

 

 
 

Computer Software and Services — 9.4%

 

 

500

 

Alphabet Inc., Cl. C†

    270,167       557,825  

3,200

 

Apple Inc.

    237,957       592,352  

23,000

 

Hewlett Packard Enterprise Co.

    326,847       336,030  

5,500

 

Microsoft Corp.

    155,782       542,355  

9,500

 

Oracle Corp.

    421,070       418,570  
   

 

 

   

 

 

 
      1,411,823       2,447,132  
   

 

 

   

 

 

 
 

Consumer Products — 1.8%

 

 

4,400

 

Kimberly-Clark Corp.

    455,764       463,496  
   

 

 

   

 

 

 
 

Diversified Industrial — 7.8%

 

 

2,000

 

Acuity Brands Inc.

    301,917       231,740  

50,000

 

General Electric Co.

    1,220,516       680,500  

6,000

 

Honeywell International Inc.

    210,351       864,300  

4,000

 

Textron Inc.

    193,197       263,640  
   

 

 

   

 

 

 
      1,925,981       2,040,180  
   

 

 

   

 

 

 
 

Energy — 7.3%

 

 

4,500

 

Anadarko Petroleum Corp.

    282,259       329,625  

17,000

 

Baker Hughes, a GE Company

    795,724       561,510  

8,500

 

National Fuel Gas Co.

    455,020       450,160  

5,000

 

Phillips 66

    391,627       561,550  
   

 

 

   

 

 

 
      1,924,630       1,902,845  
   

 

 

   

 

 

 
 

Energy Services — 1.9%

 

 

11,000

 

Halliburton Co.

    503,280       495,660  
   

 

 

   

 

 

 
 

Financial Services — 23.7%

 

 

10,000

 

American Express Co.

    641,338       980,000  

12,000

 

American International Group Inc.

    646,691       636,240  

15,000

 

Bank of America Corp.

    382,774       422,850  

12,700

 

Citigroup Inc.

    685,080       849,884  

9,500

 

JPMorgan Chase & Co.

    493,207       989,900  

15,500

 

Legg Mason Inc.

    562,399       538,315  

14,000

 

Morgan Stanley

    234,537       663,600  

5,000

 

PayPal Holdings Inc.†

    183,052       416,350  

2,600

 

State Street Corp.

    258,274       242,034  

3,000

 

Willis Towers Watson plc

    395,530       454,800  
   

 

 

   

 

 

 
      4,482,882       6,193,973  
   

 

 

   

 

 

 

Shares

     

Cost

   

Market

Value

 
 

Food and Beverage — 9.6%

 

 

6,000

 

Conagra Brands Inc.

  $ 226,801     $ 214,380  

2,900

 

Diageo plc, ADR

    328,427       417,629  

5,000

 

Molson Coors Brewing Co., Cl. B

    317,596       340,200  

20,000

 

Mondelēz International Inc., Cl. A

    698,038       820,000  

11,500

 

The Kraft Heinz Co.

    887,079       722,430  
   

 

 

   

 

 

 
      2,457,941       2,514,639  
   

 

 

   

 

 

 
 

Health Care — 16.4%

 

 

2,500

 

Allergan plc

    477,315       416,800  

5,487

 

Bristol-Myers Squibb Co.

    172,421       303,651  

6,500

 

Gilead Sciences Inc.

    464,546       460,460  

2,700

 

Medtronic plc

    220,741       231,147  

21,700

 

Merck & Co. Inc.

    1,136,520       1,317,190  

2,000

 

Patterson Cos., Inc.

    45,240       45,340  

30,000

 

Pfizer Inc.

    897,355       1,088,400  

5,000

 

Zoetis Inc.

    153,382       425,950  
   

 

 

   

 

 

 
      3,567,520       4,288,938  
   

 

 

   

 

 

 
 

Hotels and Gaming — 0.8%

 

 

7,000

 

MGM Resorts International

    214,005       203,210  
   

 

 

   

 

 

 
 

Media — 1.2%

 

 

16,000

 

TEGNA Inc.

    228,537       173,600  

4,000

 

Tribune Media Co., Cl. A

    148,178       153,080  
   

 

 

   

 

 

 
      376,715       326,680  
   

 

 

   

 

 

 
 

Metals and Mining — 1.9%

 

 

13,000

 

Newmont Mining Corp.

    433,390       490,230  
   

 

 

   

 

 

 
 

Retail — 1.9%

 

 

8,000

 

Macy’s Inc.

    204,829       299,440  

4,000

 

Starbucks Corp.

    225,936       195,400  
   

 

 

   

 

 

 
      430,765       494,840  
   

 

 

   

 

 

 
 

Semiconductors — 1.7%

 

 

4,000

 

NXP Semiconductors NV†

    448,120       437,080  
   

 

 

   

 

 

 
 

Specialty Chemicals — 5.5%

 

 

21,820

 

DowDuPont Inc.

    780,449       1,438,374  
   

 

 

   

 

 

 
 

Telecommunications — 1.8%

 

 

8,000

 

T-Mobile US Inc.†

    485,091       478,000  
   

 

 

   

 

 

 
 

Transportation — 0.1%

 

 

100

 

AMERCO

    32,200       35,615  
   

 

 

   

 

 

 
 

TOTAL COMMON STOCKS

    20,938,730       25,443,547  
   

 

 

   

 

 

 
 

See accompanying notes to financial statements.

 

4


The Gabelli Dividend Growth Fund

Schedule of Investments (Continued) — June 30, 2018 (Unaudited)

 

 

Principal
Amount

     

Cost

   

Market
Value

 
 

U.S. GOVERNMENT OBLIGATIONS — 2.3%

 

 

$  590,000

 

U.S. Treasury Bills,
1.732% to 1.792%††,
07/12/18 to 07/19/18

  $      589,574     $      589,615  
   

 

 

   

 

 

 
 

TOTAL INVESTMENTS — 99.7%

  $ 21,528,304       26,033,162  
   

 

 

   
 

Other Assets and Liabilities (Net) — 0.3%

 

    84,471  
     

 

 

 
 

NET ASSETS — 100.0%

 

    $26,117,633  
     

 

 

 

 

Non-income producing security.

††

Represents annualized yields at dates of purchase.

ADR

American Depositary Receipt

 

 

See accompanying notes to financial statements.

 

5


The Gabelli Dividend Growth Fund

 

Statement of Assets and Liabilities

June 30, 2018 (Unaudited)

 

Assets:

  

Investments, at value (cost $21,528,304)

   $ 26,033,162  

Cash

     75,503  

Receivable for Fund shares sold

     528  

Receivable from Adviser

     5,860  

Prepaid expenses

     26,362  

Dividends receivable

     42,713  
  

 

 

 

Total Assets

     26,184,128  
  

 

 

 

Liabilities:

  

Payable for Fund shares redeemed

     4,988  

Payable for investment advisory fees

     21,840  

Payable for distribution fees

     5,642  

Payable for shareholder communications expenses

     22,420  

Payable for shareholder services fees

     6,103  

Payable for legal and audit fees

     1,423  

Other accrued expenses

     4,079  
  

 

 

 

Total Liabilities

     66,495  
  

 

 

 

Net Assets

  

(applicable to 1,544,371 shares outstanding)

   $ 26,117,633  
  

 

 

 

Net Assets Consist of:

  

Paid-in capital

   $ 19,516,698  

Undistributed net investment income

     18,356  

Accumulated net realized gains on investments

     2,077,721  

Net unrealized appreciation on investments

     4,504,858  
  

 

 

 

Net Assets

   $ 26,117,633  
  

 

 

 
Shares of Beneficial Interest, each at $0.001 par value; unlimited number of shares authorized:   

Class AAA:

  

Net Asset Value, offering, and redemption price per share ($15,665,446 ÷ 920,970 shares outstanding)

     $17.01  

Class A:

  

Net Asset Value and redemption price per share ($3,390,445 ÷ 199,832 shares outstanding)

     $16.97  

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

     $18.01  

Class C:

  

Net Asset Value and offering price per share ($2,053,321 ÷ 132,253 shares outstanding)

     $15.53 (a) 

Class I:

  

Net Asset Value, offering, and redemption price per share ($5,008,421 ÷ 291,316 shares outstanding)

     $17.19  

 

(a)

Redemption price varies based on the length of time held.

Statement of Operations

For the Six Months Ended June 30, 2018 (Unaudited)

 

Investment Income:

  

Dividends (net of foreign withholding taxes of $0)

   $ 268,892  

Interest

     4,224  
  

 

 

 

Total Investment Income

     273,116  
  

 

 

 

Expenses:

  

Investment advisory fees

     135,929  

Distribution fees - Class AAA

     20,512  

Distribution fees - Class A

     4,356  

Distribution fees - Class C

     9,832  

Registration expenses

     27,882  

Shareholder communications expenses

     23,495  

Shareholder services fees

     16,834  

Legal and audit fees

     15,423  

Trustees’ fees

     14,877  

Custodian fees

     3,062  

Interest expense

     2,151  

Miscellaneous expenses

     9,265  
  

 

 

 

Total Expenses

     283,618  
  

 

 

 

Less:

  

Expenses paid indirectly by broker (See Note 6)

     (786

Expenses reimbursed by Adviser (See Note 3)

     (28,072
  

 

 

 

Total Credits and Reimbursements

     (28,858
  

 

 

 

Net Expenses

     254,760  
  

 

 

 

Net Investment Income

     18,356  
  

 

 

 

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

  

Net realized gain on investments

     2,218,556  
  

 

 

 

Net change in unrealized appreciation/depreciation on investments

     (2,541,086
  

 

 

 

Net Realized and Unrealized Gain/(Loss) on Investments

     (322,530
  

 

 

 

Net Decrease in Net Assets Resulting from Operations

   $ (304,174
  

 

 

 

 

 

See accompanying notes to financial statements.

 

6


The Gabelli Dividend Growth Fund

Statement of Changes in Net Assets

 

 

     Six Months Ended
June 30, 2018
(Unaudited)
  Year Ended
December 31, 2017

Operations:

        

Net investment income

     $ 18,356     $ 208,398

Net realized gain on investments

       2,218,556       4,403,232

Net change in unrealized appreciation/depreciation on investments

       (2,541,086 )       (1,226,569 )
    

 

 

     

 

 

 

Net Increase/(Decrease) in Net Assets Resulting from Operations

       (304,174 )       3,385,061
    

 

 

     

 

 

 

Distributions to Shareholders:

        

Net investment income

        

Class AAA

             (81,434 )

Class A

             (18,783 )

Class I

             (85,109 )
    

 

 

     

 

 

 
             (185,326 )
    

 

 

     

 

 

 

Net realized gain

        

Class AAA

             (2,402,535 )

Class A

             (539,315 )

Class C

             (294,733 )

Class I

             (812,899 )
    

 

 

     

 

 

 
             (4,049,482 )
    

 

 

     

 

 

 

Total Distributions to Shareholders

             (4,234,808 )
    

 

 

     

 

 

 

Shares of Beneficial Interest Transactions:

        

Class AAA

       (1,291,585 )       175,057

Class A

       (252,240 )       136,355

Class C

       107,614       (602,759 )

Class I

       (429,560 )       568,631
    

 

 

     

 

 

 

Net Increase/(Decrease) in Net Assets from Shares of Beneficial Interest Transactions

       (1,865,771 )       277,284
    

 

 

     

 

 

 

Redemption Fees

       17      
    

 

 

     

 

 

 

Net Decrease in Net Assets

       (2,169,928 )       (572,463 )

Net Assets:

        

Beginning of year

       28,287,561       28,860,024
    

 

 

     

 

 

 

End of period (including undistributed net investment income of $18,356 and $0, respectively)

     $ 26,117,633     $ 28,287,561
    

 

 

     

 

 

 

See accompanying notes to financial statements.

 

7


The Gabelli Dividend Growth Fund

Financial Highlights

 

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

          Income (Loss)
from Investment Operations
    Distributions                       Ratios to Average Net Assets/
Supplemental Data
 
                Net                                                                          
                Realized                                                                          
                and                                   Net                             Operating        
    Net Asset     Net     Unrealized                 Net                 Asset                 Net     Operating     Expenses        
    Value,     Investment     Gain (Loss)     Total from     Net     Realized                 Value,           Net Assets     Investment     Expenses     Net of     Portfolio  
  Year Ended     Beginning     Income     on     Investment     Investment     Gain on     Total     Redemption     End of     Total     End of Period     Income     Before     Reimbursement     Turnover  

December 31

 

of Year

   

(Loss)(a)

   

Investments

   

Operations

   

Income

   

Investments

   

Distributions

   

Fees (a)(b)

   

Period

   

Return†

   

(in 000’s)

   

(Loss)

   

Reimbursement

   

and Credits(h)

   

Rate

 

Class AAA

 

                           

2018(c)

    $17.23       —        $(0.22)       $(0.22)                               $17.01       (1.3)     $15,666       (0.01)%(d)       2.08%(d)       2.02%(d)(e)       13

2017

    17.93       $0.11        2.07        2.18        $(0.09)       $(2.79)       $(2.88)             17.23       12.1        17,155        0.58        2.01       2.00       60  

2016

    17.12       0.07        1.82        1.89        (0.08)       (1.00)       (1.08)       $0.00       17.93       11.0        17,454        0.40        2.00       2.00(f)       14  

2015

    18.74       0.06        (1.11)       (1.05)       (0.06)       (0.51)       (0.57)       0.00       17.12       (5.6)       19,536        0.32        1.91       1.91(e)       15  

2014

    19.10       0.28        0.98        1.26        (0.27)       (1.35)       (1.62)       0.00       18.74       6.4        23,476        1.40        1.89       1.89(g)       23  

2013

    15.10       0.11        4.66        4.77        (0.09)       (0.68)       (0.77)       0.00       19.10       31.7        25,051        0.64        2.00       2.00(g)       12  

Class A

 

                           

2018(c)

    $17.19       —        $(0.22)       $(0.22)                               $16.97       (1.3)     $3,391       (0.01)%(d)       2.08%(d)       2.02%(d)(e)       13

2017

    17.89       $0.11        2.08        2.19        $(0.10)       $(2.79)       $(2.89)             17.19       12.2        3,683        0.58        2.01       2.00       60  

2016

    17.09       0.07        1.81        1.88        (0.08)       (1.00)       (1.08)       $0.00       17.89       10.9        3,673        0.41        2.00       2.00(f)       14  

2015

    18.70       0.06        (1.10)       (1.04)       (0.06)       (0.51)       (0.57)       0.00       17.09       (5.6)       3,432        0.33        1.91       1.91(e)       15  

2014

    19.07       0.27        0.98        1.25        (0.27)       (1.35)       (1.62)       0.00       18.70       6.4        3,805        1.35        1.89       1.89(g)       23  

2013

    15.09       0.12        4.64        4.76        (0.10)       (0.68)       (0.78)       0.00       19.07       31.6        3,062        0.66        2.00       2.00(g)       12  

Class C

 

                           

2018(c)

    $15.79       $(0.06)       $(0.20)       $(0.26)                               $15.53       (1.6)     $2,053       (0.76)%(d)       2.83%(d)       2.77%(d)(e)       13

2017

    16.68       (0.04)       1.94        1.90              $(2.79)       $(2.79)             15.79       11.3        1,969       (0.21)       2.76       2.75       60  

2016

    16.05       (0.06)       1.69        1.63              (1.00)       (1.00)       $0.00       16.68       10.1        2,620       (0.36)       2.75       2.75(f)       14  

2015

    17.67       (0.07)       (1.04)       (1.11)             (0.51)       (0.51)       0.00       16.05       (6.3)       1,616       (0.42)       2.66       2.66(e)       15  

2014

    18.11       0.11        0.95        1.06        $(0.15)       (1.35)       (1.50)       0.00       17.67       5.7        1,654        0.59        2.64       2.64(g)       23  

2013

    14.39       (0.02)       4.42        4.40        (0.00) (b)      (0.68)       (0.68)       0.00       18.11       30.6        1,630       (0.10)       2.75       2.75(g)       12  

Class I

 

                           

2018(c)

    $17.33       $0.09        $(0.23)       $(0.14)                               $17.19       (0.8)     $5,008       0.99%(d)       1.83%(d)       1.02%(d)(e)       13

2017

    18.01       0.31        2.09        2.40        $(0.29)       $(2.79)       $(3.08)             17.33       13.3        5,481        1.61        1.76       1.00       60  

2016

    17.19       0.15        1.83        1.98        (0.16)       (1.00)       (1.16)       $0.00       18.01       11.4        5,110        0.85        1.75       1.55(f)       14  

2015

    18.82       0.11        (1.12)       (1.01)       (0.11)       (0.51)       (0.62)       0.00       17.19       (5.4)       4,597        0.57        1.65       1.65(e)       15  

2014

    19.17       0.31        1.01        1.32        (0.32)       (1.35)       (1.67)       0.00       18.82       6.7        5,870        1.53        1.64       1.64(g)       23  

2013

    15.15       0.16        4.67        4.83        (0.13)       (0.68)       (0.81)       0.00       19.17       32.0        4,066        0.89        1.75       1.75(g)       12  

 

  †

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 period including reinvestment of distributions and does not reflect the applicable sales charges. Total return for a period of less than one year is not annualized.

(a)

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

(b)

Amount represents less than $0.005 per share.

(c)

For the six months ended June 30, 2018, unaudited.

(d)

Annualized.

(e)

The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended June 30, 2018 and the year ended December 31, 2015, there was no impact on the expense ratios.

(f)

During the year ended December 31, 2017, and 2016, the Fund received reimbursements of custody expenses paid in prior years. Had such reimbursement (allocated by relative net asset values of the Fund’s share classes) been included in the 2016 calculation, the annualized expense ratios would have been 1.83% (Class AAA), 1.83% (Class A), 2.59% (Class C), and 1.39% (Class I). The 2017 reimbursement had no effect on the expense ratio.

(g)

Under an expense deferral agreement with the Adviser, the Adviser recovered from the Fund $10,696 and $16,430 for the years ended December 31, 2014 and 2013, respectively, representing in 2014 the balance outstanding of previously reimbursed expenses from the Adviser. Had such payments not been made, the expense ratios would have been 1.86% and 1.94% (Class AAA and Class A) 2.61% and 2.69% (Class C), and 1.61% and 1.69% (Class I).

(h)

The Fund incurred interest expense during the six months ended June 30, 2018. If interest expense had not been incurred, the ratio of operating expenses to average net assets would have been 2.00% (Class AAA and Class A), 2.75% (Class C), and 1.00% (Class I). For the years ended December 31, 2017, 2016, 2015, 2014, and 2013, the effect of interest expense was minimal.

See accompanying notes to financial statements.

 

8


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited)

 

1. Organization. The Gabelli Dividend Growth Fund was organized on May 13, 1999 as a Delaware statutory trust and commenced operations on August 26, 1999. 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 long term growth of capital with current income as a secondary objective.

2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its 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 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 obligations 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, 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. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

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.

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;

 

9


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

   

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 June 30, 2018 is as follows:

 

     Valuation Inputs
     Level 1
Quoted Prices
  Level 2 Other Significant
Observable Inputs
  Total Market Value
at 06/30/18

INVESTMENTS IN SECURITIES:

      

ASSETS (Market Value):

      

Common Stocks(a)

   $25,443,547              —   $25,443,547

U.S. Government Obligations

                   —   $589,615          589,615

TOTAL INVESTMENTS IN SECURITIES – ASSETS

   $25,443,547   $589,615   $26,033,162

 

 

(a)

Please refer to the Schedule of Investments for the regional classifications of these portfolio holdings.

The Fund did not have transfers between Level 1 and Level 2 during the six months ended June 30, 2018. 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 June 30, 2018 or December 31, 2017.

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. The data within these feeds are 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 or preferred equities, warrants, options, rights, or 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.

 

10


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

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

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 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 an accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on 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.

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, timing differences, and differing characterizations of distributions made by the Fund. 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. These reclassifications have no impact on the NAV of the Fund.

 

11


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

The tax character of distributions paid during the year ended December 31, 2017 was as follows:

 

Distributions paid from:*

  

Ordinary income (inclusive of short term capital gains)

   $ 522,519  

Net long term capital gains

     4,195,605  
  

 

 

 

Total distributions paid

   $ 4,718,124  
  

 

 

 

 

*

Total distributions paid differs from the Statement of Changes in Net Assets due to the utilization of equalization.

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.

The Fund is permitted to carry capital losses forward for an unlimited period. Capital losses that are carried forward will retain their character as either short term or long term capital losses.

The following summarizes the tax cost of investments and the related net unrealized appreciation at June 30, 2018:

 

     Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net Unrealized
Appreciation

Investments

   $21,698,653      $5,855,248      $(1,520,739)      $4,334,509

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 six months ended June 30, 2018, the Fund did not incur any income tax, interest, or penalties. As of June 30, 2018, 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. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. 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.

From January 1 through September 30, 2016, the Adviser agreed to waive its advisory fee and/or reimburse expenses of the Fund to the extent necessary to maintain the Fund’s annualized total operating expenses (exclusive of brokerage fees, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) through May 1, 2017 at no more than 2.00%, 2.00%, 2.75%, and 1.75%, respectively, of Class AAA, Class A, Class C, and Class I Shares’ average daily net assets. Effective October 1, 2016, the Adviser modified this agreement with respect to Class I Shares to waive its advisory fee and/or reimburse expenses in excess of 1% (with the same foregoing exclusions) of the value of the average Class I daily net assets. In addition, the

 

12


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

Fund has agreed, during the two year period following any waiver or reimbursement by the Adviser, to repay such amount to the extent, that after giving effect to the repayment, such adjusted annualized total operating expenses of the Fund would not exceed the foregoing respective percentage limitations, as amended, after giving effect to the recovery by the Adviser. At June 30, 2018, the cumulative amount which the Fund may repay the Adviser is $81,903. The amended agreement is renewable annually.

 

For the year ended December 31, 2016, expiring December 31, 2018

   $ 9,146  

For the year ended December 31, 2017, expiring December 31, 2019

     44,685  

For the six months ended June 30, 2018, expiring December 31, 2020

     28,072  
  

 

 

 
   $ 81,903  
  

 

 

 

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $3,000 plus $500 for each Board meeting attended, and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Trustee each receive a $1,000 annual fee. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of 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 Adviser, 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 six months ended June 30, 2018, other than short term securities and U.S. Government obligations, aggregated $3,495,841 and $6,529,441, respectively.

6. Transactions with Affiliates and Other Arrangements. During the six months ended June 30, 2018, the Fund paid $3,026 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $3 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

During the six months ended June 30, 2018, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $786.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. The Adviser did not seek a reimbursement during the six months ended June 30, 2018.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 6, 2019 and may be renewed annually, 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 a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “Interest expense” in the Statement of Operations. At June 30, 2018, there were no borrowings outstanding under the line of credit.

 

13


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

The average daily amount of borrowings outstanding under the line of credit during the six months ended June 30, 2018 was $134,735 with a weighted average interest rate of 2.85%. The maximum amount borrowed at any time during the six months ended June 30, 2018 was $955,000.

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 and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%, and 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 six months ended June 30, 2018 and the year ended December 31, 2017, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

Transactions in shares of beneficial interest were as follows:

 

       Six Months Ended                
       June 30, 2018      Year Ended  
       (Unaudited)      December 31, 2017  
       Shares      Amount      Shares      Amount  

Class AAA

             

Shares sold

       23,592      $ 410,677        56,207      $ 1,063,102  

Shares issued upon reinvestment of distributions

                     138,285        2,392,336  

Shares redeemed

       (97,984      (1,702,262      (172,903      (3,280,381
    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase/(decrease)

       (74,392    $ (1,291,585      21,589      $ 175,057  
    

 

 

    

 

 

    

 

 

    

 

 

 

Class A

             

Shares sold

       4,188      $ 72,140        25,092      $ 475,006  

Shares issued upon reinvestment of distributions

                     31,929        551,095  

Shares redeemed

       (18,530      (324,380      (48,157      (889,746
    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase/(decrease)

       (14,342    $ (252,240      8,864      $ 136,355  
    

 

 

    

 

 

    

 

 

    

 

 

 

Class C

             

Shares sold

       29,236      $ 453,609        30,219      $ 534,295  

Shares issued upon reinvestment of distributions

                     18,480        292,912  

Shares redeemed

       (21,631      (345,995      (81,133      (1,429,966
    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase/(decrease)

       7,605      $ 107,614        (32,434    $ (602,759
    

 

 

    

 

 

    

 

 

    

 

 

 

Class I

             

Shares sold

       19,263      $ 340,316        71,449      $ 1,375,373  

Shares issued upon reinvestment of distributions

                     48,261        839,740  

Shares redeemed

       (44,141      (769,876      (87,263      (1,646,482
    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase/(decrease)

       (24,878    $ (429,560      32,447      $ 568,631  
    

 

 

    

 

 

    

 

 

    

 

 

 

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.

 

14


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

10. 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.

 

15


The Gabelli Dividend Growth Fund

Board Consideration and Re-Approval of Investment Advisory Agreements (Unaudited)

At its meeting on February 22, 2018, the Board of Trustees (“Board”) of the Fund approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trustees who are not “interested persons” of the Fund (the “Independent Board Members”). The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent, and Quality of Services. The Independent Board Members considered information regarding the portfolio managers, the depth of the analyst pool available to the Adviser and the portfolio managers, the scope of supervisory, administrative, shareholder, and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio managers.

Investment Performance. The Independent Board Members reviewed the short, medium, and long term performance (as of December 31, 2017) of the Fund against a peer group of eight other comparable funds prepared by the Adviser (the “Adviser Peer Group”) and against a peer group prepared by Broadridge (the “Broadridge Performance Peer Group”) consisting of all retail and institutional large cap value funds, regardless of asset size or primary channel of distribution, as represented by the Lipper Large-Cap Value Index. The Independent Board Members noted that the Fund’s performance was in the fourth quartile for the one year, three year and five year periods, as measured against the Adviser Peer Group. Against the Broadridge Performance Peer Group, the Independent Board Members noted that the Fund’s performance was in the fifth quintile for the one year, three year and five year periods. The Independent Board Members then discussed the Fund’s performance and noted the recent changes to the Fund’s portfolio management team. In connection with this discussion, the Independent Board Members noted that it may take some time for the impact of these portfolio management team changes to come to fruition and manifest in improved performance.

Profitability. The Independent Board Members reviewed summary data regarding the lack of profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that a substantial portion of the Fund’s portfolio transactions were executed by an affiliated broker, that the affiliated broker received distribution fees and minor amounts of sales commissions and that the Adviser received a moderate amount of soft dollar benefits through the Fund’s portfolio brokerage.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale. The Independent Board Members noted that the Fund needed significantly more assets before any potential economies of scale could be realized.

Sharing of Economies of Scale. The Independent Board Members noted that the investment advisory fee schedule for the Fund does not take into account any potential economies of scale that may develop or any historical losses or diminished profitability to the Adviser in prior years.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment advisory fee, other expenses, and total expenses of the Fund to similar expense ratios of the Adviser Peer Group and a peer group of eight other large cap value funds selected by Broadridge and noted that the advisory fee includes substantially all administrative services for the Fund as well as the investment advisory services of the Adviser. The Independent Board Members noted that the Fund’s expense ratios were above average within each peer group and that the Fund’s size was below average within the Adviser Peer Group and below average within the peer group of funds selected by Broadridge. The Independent Board Members also noted

 

16


The Gabelli Dividend Growth Fund

Board Consideration and Re-Approval of Investment Advisory Agreements (Unaudited) (Continued)

that the management fee structure was comparable to those in effect for most of the Gabelli funds. The Independent Board Members noted that an advisory fee waiver structure was in effect for the Fund and discussed possible strategies for increasing the Fund’s size. The Independent Board Members were presented with, but did not consider to be material to their decision, various information comparing the advisory fee to the fees for other types of accounts managed by affiliates of the Adviser.

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and an acceptable performance record in light of the Adviser’s efforts to reshape the Fund’s portfolio management team. The Independent Board Members also concluded that the Fund’s expense ratios and low profitability to the Adviser of managing the Fund were reasonable, particularly in light of the small size of the Fund, the Fund’s performance and the Adviser’s commitment to waive advisory fees, and that economies of scale were not a significant factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the Advisory Agreement to the full Board.

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was fair and reasonable with respect to the quality of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement and the Fund’s Amended and Restated Contractual Fee Waiver and Expense Deferral Agreement. The Board Members based its decision on evaluations of all these factors as a whole and did not consider any one factor as all-important or controlling.

 

17


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 and GAMCO Asset Management Inc., which are affiliated with GAMCO Investors, Inc. that is a publicly held company with subsidiaries and affiliates that provide investment advisory 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.


THE GABELLI DIVIDEND GROWTH FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Management Team Biographies

Sarah Donnelly joined Gabelli in 1999 as a junior research analyst working with the consumer staples and media analysts. Currently she is a Portfolio Manager of Gabelli Funds, LLC, a Senior Vice President and the Food, Household, and Personal Care products research analyst for Gabelli & Company. In 2013, she was named the Health & Wellness research platform leader. Ms. Donnelly received a BS in Business Administration with a concentration in Finance and minor in History from Fordham University.

Robert D. Leininger, CFA, joined GAMCO Investors, Inc. in 1993 as an equity analyst. Subsequently, he was a partner and portfolio manager at Rorer Asset Management before rejoining GAMCO in 2010 where he currently serves as a portfolio manager of Gabelli Funds, LLC. Mr. Leininger is a magna cum laude graduate of Amherst College with a degree in Economics and holds an MBA degree from the Wharton School at the University of Pennsylvania.

Justin Bergner, CFA, is a Vice President at Gabelli & Company and a portfolio manager for Gabelli Funds LLC, the Adviser. Justin rejoined Gabelli & Company in 2013 as a research analyst covering Diversified Industrials, Home Improvement, and Transport companies. He began his investment career at Gabelli & Company in 2005 as a metals and mining analyst, and subsequently spent five years at Axiom International Investors as a senior analyst focused on industrial and healthcare stocks. Prior to business school, Mr. Bergner worked in management consulting at both Bain & Company and Dean & Company. A Chartered Financial Analyst, Mr. Bergner graduated cum laude from Yale University with a BA in Economics & Mathematics and received an MBA in Finance and Accounting from the Wharton School at the University of Pennsylvania.

 

 

 

We have separated the portfolio managers’ 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 managers’ 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.


THE GABELLI DIVIDEND GROWTH FUND

One Corporate Center

Rye, New York 10580-1422

t  800-GABELLI    (800-422-3554)

f  914-921-5118

e info@gabelli.com

   GABELLI.COM

Net Asset Value per share available daily

by calling 800-GABELLI after 7:00 P.M.

 

 

 

BOARD OF TRUSTEES

  

OFFICERS

Mario J. Gabelli, CFA

   Bruce N. Alpert

Chairman and Chief

   President

Executive Officer,

  

GAMCO Investors, Inc.

   John C. Ball

Executive Chairman,

   Treasurer

Associated Capital Group Inc.

  
   Agnes Mullady
Anthony J. Colavita    Vice President
President,   

Anthony J. Colavita, P.C.

   Andrea R. Mango
   Secretary

Vincent D. Enright

  

Former Senior Vice

   Richard J. Walz

President and Chief

   Chief Compliance Officer

Financial Officer,

  

KeySpan Corp.

  

DISTRIBUTOR

  

Mary E. Hauck

   G.distributors, LLC

Former Senior Portfolio

  

Manager,

  

CUSTODIAN

Gabelli-O’Connor Fixed

  

Income Mutual Fund

   State Street Bank and Trust

Management Co.

   Company
  

Kuni Nakamura

  

TRANSFER AGENT AND

President,

  

DIVIDEND DISBURSING AGENT

Advanced Polymer, Inc.

  
   DST Asset Manager

Werner J. Roeder

   Solutions, Inc.

Former Medical Director,

  

Lawrence Hospital

  

LEGAL COUNSEL

  
   Skadden, Arps, Slate, Meagher &
   Flom LLP

 

 

 

This report is submitted for the general information of the shareholders of The Gabelli Dividend Growth Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

 

 

 

 

GAB402Q218SR

LOGO

 


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. 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”)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

  (b) 

The registrant’s certifying officers are not aware of any changes in the registrant’s internal control over financial reporting (as defined in rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. 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.

 

  (a)(4)

Not applicable.

 

  (b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)     The Gabelli Dividend Growth Fund                                                                    
By (Signature and Title)*    /s/ Bruce N. Alpert                                                                          

 Bruce N. Alpert, Principal Executive Officer

Date    8/27/2018                                                                                                                            

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    8/27/2018                                                                                                                            
By (Signature and Title)*    /s/ John C. Ball                                                                               

 John C. Ball, Principal Financial Officer and Treasurer

Date    8/27/2018                                                                                                                            

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