N-CSRS 1 d784408dncsrs.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, 2019

 

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, 2019

 

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, 2019, the net asset value (NAV) per Class AAA Share of The Gabelli Dividend Growth Fund increased 17.8% compared with an increase of 18.5% for the Standard & Poor’s (S&P) 500 Index. Other classes of shares are available. See page 2 for performance information for all classes of shares.

Enclosed are the financial statements, including the schedule of investments, as of June 30, 2019.

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.gabelli.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to info@gabelli.com.


Comparative Results

Average Annual Returns through June 30, 2019 (a) (Unaudited)

  Since
                         Inception
     Six Months   1 Year   5 Year   10 Year   15 Year   (8/26/99)

Class AAA (GABBX)

       17.80 %       6.20 %       4.09 %       9.74 %       6.36 %       5.68 %

S&P 500 Index

       18.54       10.42       10.71       14.70       8.75       5.98

Lipper Large Cap Value Fund Average

       15.58       7.36       7.60       12.36       7.33       5.52

Class A (GBCAX)

       17.85       6.21       4.10       9.75       6.38       5.70

With sales charge (b)

       11.07       0.11       2.88       9.10       5.96       5.39

Class C (GBCCX)

       17.37       5.37       3.31       8.91       5.58       5.07

With contingent deferred sales charge (c)

       16.37       4.37       3.31       8.91       5.58       5.07

Class I (GBCIX)

       18.46       7.30       4.79       10.25       6.78       6.00

In the current prospectuses dated April 30, 2019, the expense ratios for Class AAA, A, C, and I Shares are 2.15%, 2.15%, 2.90%, and 1.90%, 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 9 for the expense ratios for the six months ended June 30, 2019. The contractual reimbursement for Class I Shares is in effect through April 30, 2020. 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.

 

 

2


The Gabelli Dividend Growth Fund   
Disclosure of Fund Expenses (Unaudited)   

For the Six Month Period from January 1, 2019 through June 30, 2019

  

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
01/01/19
  

Ending

Account Value

06/30/19

   Annualized
Expense
Ratio
  Expenses
Paid During
Period*

The Gabelli Dividend Growth Fund

 

         

Actual Fund Return

 

        

Class AAA

     $ 1,000.00      $ 1,178.00        2.00 %     $ 10.80

Class A

     $ 1,000.00      $ 1,178.50        2.00 %     $ 10.80

Class C

     $ 1,000.00      $ 1,173.70        2.75 %     $ 14.82

Class I

     $ 1,000.00      $ 1,184.60        1.00 %     $ 5.42

Hypothetical 5% Return

 

        

Class AAA

     $ 1,000.00      $ 1,014.88        2.00 %     $ 9.99

Class A

     $ 1,000.00      $ 1,014.88        2.00 %     $ 9.99

Class C

     $ 1,000.00      $ 1,011.16        2.75 %     $ 13.71

Class I

     $ 1,000.00      $ 1,019.84        1.00 %     $ 5.01

 

*

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 (181 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 June 30, 2019:

The Gabelli Dividend Growth Fund

 

Financial Services

     23.3

Health Care

     17.5

Food and Beverage

     11.1

Computer Software and Services

     9.3

Diversified Industrial

     8.5

Energy

     4.9

Hotels and Gaming

     3.4

Specialty Chemicals

     3.1

Business Services

     2.5

Metals and Mining

     2.4

Media

     2.3

Retail

     2.2

Telecommunications

     1.8

Automotive: Parts and Accessories

     1.4

Consumer Products

     1.1

Energy Services

     1.1

Cable and Satellite

     1.1

Semiconductors

     1.1

Agriculture

     0.7

U.S. Government Obligations

     0.7

Electronics

     0.4

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-PORT. 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-PORT 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 Gabelli Dividend Growth Fund

Schedule of Investments — June 30, 2019 (Unaudited)

 

 

 

                Market  

Shares

       

Cost

   

Value

 
  COMMON STOCKS — 99.2%    
  Agriculture — 0.7%    
  5,803     Corteva Inc.†   $ 132,065     $ 171,595  
   

 

 

   

 

 

 
  Automotive: Parts and Accessories — 1.4%

 

  4,000     Aptiv plc.     246,891       323,320  
   

 

 

   

 

 

 
  Business Services — 2.5%    
  8,000     Macquarie Infrastructure Corp.     340,181       324,320  
  1,500     Visa Inc., Cl. A     137,987       260,325  
   

 

 

   

 

 

 
      478,168       584,645  
   

 

 

   

 

 

 
  Cable and Satellite — 1.1%    
  6,500     DISH Network Corp., Cl. A†     261,914       249,665  
   

 

 

   

 

 

 
  Computer Software and Services — 9.3%

 

  500     Alphabet Inc., Cl. C†     321,355       540,455  
  1,700     Apple Inc.     126,415       336,464  
  21,000     Hewlett Packard Enterprise Co.     298,426       313,950  
  4,500     Microsoft Corp.     124,788       602,820  
  750     Palo Alto Networks Inc.†     139,719       152,820  
  1,800    

Take-Two Interactive Software Inc.†

    159,122       204,354  
   

 

 

   

 

 

 
      1,169,825       2,150,863  
   

 

 

   

 

 

 
  Consumer Products — 1.1%    
  2,000     Kimberly-Clark Corp.     206,023       266,560  
   

 

 

   

 

 

 
  Diversified Industrial — 8.5%    
  1,900     Acuity Brands Inc.     269,670       262,029  
  35,000     General Electric Co.     626,661       367,500  
  5,800     Honeywell International Inc.     193,594       1,012,622  
  3,000     Textron Inc.     147,626       159,120  
  2,500     Wabtec Corp.     174,905       179,400  
   

 

 

   

 

 

 
        1,412,456         1,980,671  
   

 

 

   

 

 

 
  Electronics — 0.4%    
  500     Resideo Technologies Inc.†     3,372       10,960  
  1,500     Sony Corp., ADR     78,111       78,585  
   

 

 

   

 

 

 
      81,483       89,545  
   

 

 

   

 

 

 
  Energy — 4.9%    
  2,100     Chevron Corp.     246,134       261,324  
  7,700     National Fuel Gas Co.     410,271       406,175  
  5,000     Phillips 66     391,627       467,700  
   

 

 

   

 

 

 
      1,048,032       1,135,199  
   

 

 

   

 

 

 
  Energy Services — 1.1%    
  11,000     Halliburton Co.     469,740       250,140  
   

 

 

   

 

 

 
  Financial Services — 23.3%    
  8,000     American Express Co.     550,484       987,520  
  12,000    

American International Group Inc.

    653,747       639,360  
  12,000     Bank of America Corp.     306,220       348,000  
  12,000     Citigroup Inc.     667,887       840,360  
  7,000     JPMorgan Chase & Co.     398,871       782,600  
  9,500     Legg Mason Inc.     313,204       363,660  
  8,000     Morgan Stanley     130,348       350,480  
                Market  

Shares

       

Cost

   

Value

 
  4,000     PayPal Holdings Inc.†   $ 143,102     $ 457,840  
  5,000     State Street Corp.     434,002       280,300  
  1,800     Willis Towers Watson plc     243,132       344,772  
   

 

 

   

 

 

 
      3,840,997       5,394,892  
   

 

 

   

 

 

 
  Food and Beverage — 11.1%

 

 
  10,000     Conagra Brands Inc.     365,167       265,200  
  2,400     Diageo plc, ADR     272,592       413,568  
  10,000    

Molson Coors Brewing Co., Cl. B

    632,744       560,000  
  18,500    

Mondelēz International Inc., Cl. A

    673,152       997,150  
  15,000    

The Hain Celestial Group Inc.†

    378,529       328,500  
   

 

 

   

 

 

 
      2,322,184       2,564,418  
   

 

 

   

 

 

 
  Health Care — 17.5%    
  5,487     Bristol-Myers Squibb Co.     172,421       248,835  
  6,500     Gilead Sciences Inc.     464,546       439,140  
  3,100     Medtronic plc     254,571       301,909  
  19,000     Merck & Co. Inc.     1,054,519       1,593,150  
  11,000     Patterson Cos. Inc.     262,066       251,900  
  15,000     Pfizer Inc.     516,094       649,800  
  5,000     Zoetis Inc.     153,382       567,450  
   

 

 

   

 

 

 
      2,877,599       4,052,184  
   

 

 

   

 

 

 
  Hotels and Gaming — 3.4%

 

 
  28,000     MGM Resorts International     817,026       799,960  
   

 

 

   

 

 

 
  Media — 2.3%    
  7,000     CBS Corp., Cl. B, Non-Voting     357,367       349,300  
  4,000     Tribune Media Co., Cl. A     148,178       184,880  
   

 

 

   

 

 

 
      505,545       534,180  
   

 

 

   

 

 

 
  Metals and Mining — 2.4%    
  4,500     Alcoa Corp.†     105,509       105,345  
  12,000     Newmont Goldcorp Corp.     397,446       461,640  
   

 

 

   

 

 

 
      502,955       566,985  
   

 

 

   

 

 

 
  Retail — 2.2%    
  12,000     Macy’s Inc.     314,338       257,520  
  3,000     Starbucks Corp.     169,452       251,490  
   

 

 

   

 

 

 
      483,790       509,010  
   

 

 

   

 

 

 
  Semiconductors — 1.1%    
  2,500     NXP Semiconductors NV     260,800       244,025  
   

 

 

   

 

 

 
  Specialty Chemicals — 3.1%

 

 
  5,803     Dow Inc.     230,846       286,146  
  5,803     DuPont de Nemours Inc.     326,780       435,631  
   

 

 

   

 

 

 
      557,626       721,777  
   

 

 

   

 

 

 
  Telecommunications — 1.8%

 

 
  5,700     T-Mobile US Inc.†     343,401       422,598  
   

 

 

   

 

 

 
  TOTAL COMMON STOCKS       18,018,520         23,012,232  
   

 

 

   

 

 

 
 

 

See accompanying notes to financial statements.

 

5


The Gabelli Dividend Growth Fund

Schedule of Investments (Continued) — June 30, 2019 (Unaudited)

 

 

Principal               Market  

Amount

       

Cost

   

Value

 
  U.S. GOVERNMENT OBLIGATIONS — 0.7%

 

  $  165,000    

U.S. Treasury Bill,
2.111%††, 09/26/19

  $ 164,163     $ 164,175  
   

 

 

   

 

 

 
  TOTAL INVESTMENTS — 99.9%   $ 18,182,683       23,176,407  
   

 

 

   
  Other Assets and Liabilities (Net) — 0.1%

 

    17,656  
     

 

 

 
  NET ASSETS — 100.0%     $ 23,194,063  
     

 

 

 

                                             

Non-income producing security.

††

Represents annualized yield at date of purchase.

ADR

American Depositary Receipt

    

 

 

See accompanying notes to financial statements.

 

6


The Gabelli Dividend Growth Fund

 

Statement of Assets and Liabilities

June 30, 2019 (Unaudited)

 

 

 

Assets:

  

Investments, at value (cost $18,182,683)

   $ 23,176,407  

Cash

     501  

Receivable for investments sold

     79,841  

Receivable for Fund shares sold

     1,718  

Receivable from Adviser

     7,629  

Dividends receivable

     36,268  

Prepaid expenses

     28,689  
  

 

 

 

Total Assets

     23,331,053  
  

 

 

 

Liabilities:

  

Payable for Fund shares redeemed

     13,317  

Payable for investments purchased

     26,247  

Payable for investment advisory fees

     19,302  

Payable for distribution fees

     4,701  

Payable for shareholder communications expenses

     31,965  

Payable for audit fees

     13,366  

Payable for shareholder services fees

     10,529  

Payable for legal fees

     9,542  

Other accrued expenses

     8,021  
  

 

 

 

Total Liabilities

     136,990  
  

 

 

 

Net Assets
(applicable to 1,443,557 shares outstanding)

   $ 23,194,063  
  

 

 

 

Net Assets Consist of:

  

Paid-in capital

   $ 17,896,504  

Total distributable earnings

     5,297,559  
  

 

 

 

Net Assets

   $ 23,194,063  
  

 

 

 

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 ($15,271,993 ÷ 945,455 shares outstanding)

   $ 16.15  
  

 

 

 

Class A:

  

Net Asset Value and redemption price per share ($2,570,808 ÷ 159,607 shares outstanding)

   $ 16.11  
  

 

 

 

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

   $ 17.09  
  

 

 

 

Class C:

  

Net Asset Value and offering price per share ($1,308,978 ÷ 90,503 shares outstanding)

   $ 14.46 (a) 
  

 

 

 

Class I:

  

Net Asset Value, offering, and redemption price per share ($4,042,284 ÷ 247,992 shares outstanding)

   $ 16.30  
  

 

 

 

                                         

(a)

Redemption price varies based on the length of time held.

Statement of Operations

For the Six Months Ended June 30, 2019 (Unaudited)

 

 

 

Investment Income:

  

Dividends (net of foreign withholding taxes of $210)

   $ 288,641  

Interest

     4,806  
  

 

 

 

Total Investment Income

     293,447  
  

 

 

 

Expenses:

  

Investment advisory fees

     116,693  

Distribution fees - Class AAA

     18,439  

Distribution fees - Class A

     3,157  

Distribution fees - Class C

     7,412  

Shareholder communications expenses

     26,806  

Legal and audit fees

     24,204  

Registration expenses

     20,600  

Shareholder services fees

     17,114  

Trustees’ fees

     14,876  

Custodian fees

     2,734  

Interest expense

     459  

Miscellaneous expenses

     7,596  
  

 

 

 

Total Expenses

     260,090  
  

 

 

 

Less:

  

Expenses paid indirectly by broker (See Note 6)

     (711

Expenses reimbursed by Adviser (See Note 3)

     (42,869
  

 

 

 

Total Credits and Reimbursements

     (43,580
  

 

 

 

Net Expenses

     216,510  
  

 

 

 

Net Investment Income

     76,937  
  

 

 

 

Net Realized and Unrealized Gain on Investments:

  

Net realized gain on investments

     374,129  
  

 

 

 

Net change in unrealized appreciation/depreciation on investments

     3,373,419  
  

 

 

 

Net Realized and Unrealized Gain on Investments

     3,747,548  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 3,824,485  
  

 

 

 
 

 

See accompanying notes to financial statements.

 

7


The Gabelli Dividend Growth Fund

Statement of Changes in Net Assets

 

 

 

     Six Months Ended    
     June 30, 2019   Year Ended
     (Unaudited)   December 31, 2018

Operations:

        

Net investment income

     $ 76,937     $ 70,978

Net realized gain on investments

       374,129       2,534,775

Net change in unrealized appreciation/depreciation on investments

       3,373,419       (5,425,639 )
    

 

 

     

 

 

 

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

       3,824,485       (2,819,886 )
    

 

 

     

 

 

 

Distributions to Shareholders:

        

Accumulated earnings

        

Class AAA

             (1,440,880 )

Class A

             (295,662 )

Class C

             (177,810 )

Class I

             (503,727 )
    

 

 

     

 

 

 

Total Distributions to Shareholders

             (2,418,079 )
    

 

 

     

 

 

 

Shares of Beneficial Interest Transactions:

        

Class AAA

       (659,533 )       (473,444 )

Class A

       (131,717 )       (743,492 )

Class C

       (453,513 )       (13,292 )

Class I

       (1,016,783 )       (188,263 )
    

 

 

     

 

 

 

Net Decrease in Net Assets from Shares of Beneficial Interest Transactions

       (2,261,546 )       (1,418,491 )
    

 

 

     

 

 

 

Redemption Fees

             19
    

 

 

     

 

 

 

Net Increase/(Decrease) in Net Assets

       1,562,939       (6,656,437 )

Net Assets:

        

Beginning of year

       21,631,124       28,287,561
    

 

 

     

 

 

 

End of period

     $ 23,194,063     $ 21,631,124
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

8


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 (b)

 

Period

 

Return†

 

(in 000’s)

 

(Loss)

 

Reimbursement

 

and Credits(c)

 

Rate

Class AAA

                                                           

2019(d)

    $ 13.71     $ 0.04     $ 2.40     $ 2.44                             $ 16.15       17.8 %     $ 15,272       0.51 %(e)       2.23 %(e)       2.00 %(e)(f)       8 %

2018

      17.23       0.02       (1.93 )       (1.91 )     $ (0.00 )(b)     $ (1.61 )     $ (1.61 )     $ 0.00       13.71       (11.0 )       13,533       0.13       2.16       2.01 (f)       25

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 (g)       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 (f)       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 (h)       23

Class A

                                                           

2019(d)

    $ 13.67     $ 0.04     $ 2.40     $ 2.44                             $ 16.11       17.8 %     $ 2,571       0.51 %(e)       2.23 %(e)       2.00 %(e)(f)       8 %

2018

      17.19       0.02       (1.93 )       (1.91 )     $ (0.00 )(b)     $ (1.61 )     $ (1.61 )     $ 0.00       13.67       (11.0 )       2,298       0.13       2.16       2.01 (f)       25

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 (g)       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 (f)       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 (h)       23

Class C

                                                           

2019(d)

    $ 12.32     $ (0.02 )     $ 2.16     $ 2.14                             $ 14.46       17.4 %     $ 1,309       (0.23 )%(e)       2.98 %(e)       2.75 %(e)(f)       8 %

2018

      15.79       (0.10 )       1.76       (1.86 )           $ (1.61 )     $ (1.61 )     $ 0.00       12.32       (11.7 )       1,514       (0.63 )       2.91       2.76 (f)       25

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 (g)       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 (f)       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 (h)       23

Class I

                                                           

2019(d)

    $ 13.76     $ 0.11     $ 2.43     $ 2.54                             $ 16.30       18.5 %     $ 4,042       1.50 %(e)       1.98 %(e)       1.00 %(e)(f)       8 %

2018

      17.33       0.20       (1.97 )       (1.77 )     $ (0.19 )     $ (1.61 )     $ (1.80 )     $ 0.00       13.76       (10.2 )       4,286       1.13       1.91       1.01 (f)       25

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 (g)       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 (f)       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 (h)       23

                                             

  †

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)

The Fund incurred interest expense during the year ended December 31, 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 six months ended June 30, 2019, and the years ended December 31, 2018, 2017, 2016, 2015, and 2014, the effect of interest expense was minimal.

(d)

For the six months ended June 30, 2019, unaudited.

(e)

Annualized.

(f)

The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended June 30, 2019 and the years ended December 31, 2018 and 2015, there was no impact on the expense ratios.

(g)

During the years 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.

(h)

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

 

See accompanying notes to financial statements.

 

9


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.

New Accounting Pronouncements. To improve the effectiveness of fair value disclosure requirements, the Financial Accounting Standards Board recently issued Accounting Standard Update (ASU) 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption of the additions relating to ASU 2018-13 is not required, even if early adoption is elected for the removals under ASU 2018-13. Management has early adopted the removals set forth in ASU 2018-13 in these financial statements and has not early adopted the additions set forth in ASU 2018-13.

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.

 

10


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

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;

   

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, 2019 is as follows:

 

     Valuation Inputs    
     Level 1   Level 2 Other Significant   Total Market Value
     Quoted Prices   Observable Inputs   at 06/30/19

INVESTMENTS IN SECURITIES:

            

ASSETS (Market Value):

            

Common Stocks(a)

     $ 23,012,232           $ 23,012,232

U.S. Government Obligations

           $ 164,175       164,175

TOTAL INVESTMENTS IN SECURITIES – ASSETS

     $ 23,012,232     $ 164,175     $ 23,176,407

                        

(a)

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

There were no Level 3 investments held at June 30, 2019 or December 31, 2018.

 

11


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

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.

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.

 

12


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

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. Permanent differences were primarily due to utilization of equalization. These reclassifications have no impact on the NAV of the Fund.

The tax character of distributions paid during the year ended December 31, 2018 was as follows:

 

Distributions paid from:*

  

Ordinary income (inclusive of short term capital gains)

   $ 98,986  

Net long term capital gains

     2,513,164  
  

 

 

 

Total distributions paid

   $ 2,612,150  
  

 

 

 

                                                     

 

*

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, 2019:

 

          Gross    Gross    
          Unrealized    Unrealized   Net Unrealized
     Cost    Appreciation    Depreciation   Appreciation

Investments

     $ 18,262,991      $ 6,037,625      $ (1,124,209 )     $ 4,913,416

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, 2019, the Fund did not incur any income tax, interest, or penalties.

 

13


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

As of June 30, 2019, 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.

Through April 30, 2020, the Adviser has 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) at no more than 2.00%, 2.00%, 2.75%, and 1.00%, respectively, of Class AAA, Class A, Class C, and Class I Shares’ average daily net assets. During the six months ended June 30, 2019, the Adviser reimbursed expenses in the amount of $42,869. The 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, after giving effect to the recovery by the Adviser. At June 30, 2019, the cumulative amount which the Fund may repay the Adviser is $167,746. The amended agreement is renewable annually.

 

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

   $ 44,685  

For the year ended December 31, 2018, expiring December 31, 2020

     80,192  

For the six months ended June 30, 2019, expiring December 31, 2021

     42,869  
  

 

 

 
   $ 167,746  
  

 

 

 

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, 2019, other than short term securities and U.S. Government obligations, aggregated $1,890,954 and $4,473,151, respectively.

 

14


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

6. Transactions with Affiliates and Other Arrangements. During the six months ended June 30, 2019, the Fund paid $2,173 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $486 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

During the six months ended June 30, 2019, 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 $711.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. Under the sub-administration agreement with Bank of New York Mellon, the fees paid include the cost of calculating the Fund’s NAV. The Fund reimburses the Adviser for this service. The Adviser did not seek a reimbursement during the six months ended June 30, 2019.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 4, 2020 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 ICE 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, 2019, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the six months ended June 30, 2019 was $5,409 with a weighted average interest rate of 3.81%. The maximum amount borrowed at any time during the six months ended June 30, 2019 was $234,000.

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, 2019 and the year ended December 31, 2018, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

 

15


The Gabelli Dividend Growth Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

Transactions in shares of beneficial interest were as follows:

 

     Six Months Ended                    
     June 30, 2019        Year Ended  
     (Unaudited)        December 31, 2018  
     Shares        Amount        Shares        Amount  

Class AAA

                 

Shares sold

     17,988        $ 273,277          52,825        $ 920,429  

Shares issued upon reinvestment of distributions

     28          426          102,032          1,389,666  

Shares redeemed

     (59,937        (933,236        (162,843        (2,783,539
  

 

 

      

 

 

      

 

 

      

 

 

 

Net decrease

     (41,921      $ (659,533        (7,986      $ (473,444
  

 

 

      

 

 

      

 

 

      

 

 

 

Class A

                 

Shares sold

     16,751        $ 262,214          9,441        $ 147,438  

Shares issued upon reinvestment of distributions

                       21,673          294,320  

Shares redeemed

     (25,259        (393,931        (77,173        (1,185,250
  

 

 

      

 

 

      

 

 

      

 

 

 

Net decrease

     (8,508      $ (131,717        (46,059      $ (743,492
  

 

 

      

 

 

      

 

 

      

 

 

 

Class C

                 

Shares sold

     6,855        $ 92,199          62,433        $ 969,620  

Shares issued upon reinvestment of distributions

                       14,479          177,232  

Shares redeemed

     (39,298        (545,712        (78,614        (1,160,144
  

 

 

      

 

 

      

 

 

      

 

 

 

Net decrease

     (32,443      $ (453,513        (1,702      $ (13,292
  

 

 

      

 

 

      

 

 

      

 

 

 

Class I

                 

Shares sold

     6,696        $ 102,700          37,547        $ 662,970  

Shares issued upon reinvestment of distributions

                       34,014          464,977  

Shares redeemed

     (70,143        (1,119,483        (76,316        (1,316,210
  

 

 

      

 

 

      

 

 

      

 

 

 

Net decrease

     (63,447      $ (1,016,783        (4,755      $ (188,263
  

 

 

      

 

 

      

 

 

      

 

 

 

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. 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.

 

16


The Gabelli Dividend Growth Fund

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

At its meeting on February 21, 2019, 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, 2018) 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 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 nine 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 the median within the peer group of funds selected by Broadridge. The Independent Board Members also noted

 

17


The Gabelli Dividend Growth Fund

Board Consideration and Re-Approval of Investment Advisory Agreement (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.

 

18


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.

 

 

 

 

GAB402Q219SR

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 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.

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     9/5/19                                                                                                                                          

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     9/5/19                                                                                                                                           

 

By (Signature and Title)*         /s/ John C. Ball                                                                                         
        John C. Ball, Principal Financial Officer and Treasurer

 

Date     9/5/19                                                                                                                                           

 

* 

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