ThZeal - The Zeal

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Morningstar^® rated The Gabelli Asset Fund Class AAA Shares 5 stars overall, 3 stars for the three year period, and 5

stars for the five and ten year periods ended June 30, 2014 among 1,338, 1,338, 1,192, and 798 Large Blend funds,

For the six months ended June 30, 2014, the net asset value (“NAV”) per Class AAA Share of The Gabelli Asset Fund increased 5.3% compared with an increase of 7.1% for the Standard & Poor’s (“S&P”) 500 Index. See page 2 for additional performance information.

Enclosed are the schedule of investments and financial statements as of June 30, 2014.


Average Annual Returns through June 30, 2014 (a) (Unaudited)													Since Inception (3/3/86)
	Six Months			1 Year			5 Year			10 Year			Since Inception (3/3/86)
Class AAA (GABAX)		5.27	%		22.67	%		19.80	%		9.88	%		12.65	%
S&P 500 Index		7.14			24.61			18.83			7.78			10.43	(d)
Dow Jones Industrial Average		2.66			15.46			17.76			7.62			11.29	(d)
Nasdaq Composite Index		6.18			30.98			20.57			9.20			9.11	(d)
Class A (GATAX)		5.26			22.66			19.79			9.88			12.65
With sales charge (b)		(0.79	)		15.61			18.38			9.23			12.41
Class C (GATCX)		4.86			21.75			18.90			9.06			12.34
With contingent deferred sales charge (c)		3.86			20.75			18.90			9.06			12.34
Class I (GABIX)		5.39			22.96			20.09			10.05			12.72


In the current prospectuses dated April 30, 2014, the expense ratios for Class AAA, A, C, and I Shares are 1.35%, 1.35%, 2.10%, and 1.10%, respectively. See page 16 for the expense ratios for the six months ended June 30, 2014. 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 Gabelli Funds, LLC (the “Adviser”) not reimbursed certain expenses of the Fund for periods prior to December 31, 1988. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date 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 Dow Jones Industrial Average and the Nasdaq Composite Index are unmanaged indicators of stock market performance. Dividends are considered reinvested, except for the Nasdaq Composite Index. 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 Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares.
(b)		Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(c)		Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.
(d)		The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq Composite Index since inception performance results are as of February 28, 1986.

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 01/01/14	Ending Account Value 06/30/14	Annualized Expense Ratio	Expenses Paid During Period*

*The Gabelli Asset Fund*

Actual Fund Return
Class AAA	$1,000.00	$1,052.70	1.35%	$ 6.87
Class A	$1,000.00	$1,052.60	1.35%	$ 6.87
Class C	$1,000.00	$1,048.60	2.10%	$10.67
Class I	$1,000.00	$1,053.90	1.10%	$ 5.60
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.10	1.35%	$ 6.76
Class A	$1,000.00	$1,018.10	1.35%	$ 6.76
Class C	$1,000.00	$1,014.38	2.10%	$10.49
Class I	$1,000.00	$1,019.34	1.10%	$ 5.51

*	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.

The following table presents portfolio holdings as a percent of net assets as of June 30, 2014:


Food and Beverage	11.8	%
Financial Services	8.4	%
Cable and Satellite	7.3	%
Equipment and Supplies	7.3	%
Energy and Utilities	6.8	%
Entertainment	6.7	%
Health Care	5.3	%
Diversified Industrial	4.6	%
Consumer Products	4.5	%
Automotive: Parts and Accessories	4.2	%
Machinery	3.3	%
Aviation: Parts and Services	2.8	%
Retail	2.7	%
Business Services	2.5	%
Telecommunications	2.0	%
Consumer Services	1.9	%
Aerospace	1.7	%
Metals and Mining	1.7	%
Hotels and Gaming	1.6	%
Computer Software and Services	1.5	%
Broadcasting	1.4	%
Specialty Chemicals	1.4	%
Environmental Services	1.2	%


Publishing	1.2	%
Automotive	1.1	%
Electronics	1.0	%
Agriculture	0.7	%
Transportation	0.6	%
Wireless Communications	0.6	%
U.S. Government Obligations	0.6	%
Communications Equipment	0.4	%
Real Estate	0.3	%
Computer Hardware	0.3	%
Building and Construction	0.2	%
Real Estate Investment Trusts	0.1	%
Airlines	0.1	%
Manufactured Housing and Recreational Vehicles	0.1	%
Home Furnishings	0.1	%
Closed-End Funds	0.0	%*
Other Assets and Liabilities (Net)	0.0	%*


	100.0	%

*	Amount represents less than 0.05%.

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.

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.


Shares			Cost		Market Value
		COMMON STOCKS — 99.4%
		Aerospace — 1.7%
	660,000	Exelis Inc.	$	3,153,567	$	11,206,800
	5,000	Lockheed Martin Corp.		147,750		803,650
	7,500	Northrop Grumman Corp.		335,297		897,225
	2,175,000	Rolls-Royce Holdings plc		16,260,973		39,791,124
	291,450,000	Rolls-Royce Holdings plc, Cl. C†(a)		488,994		498,785
	2,000	Spirit AeroSystems Holdings Inc., Cl. A†		62,973		67,400
	98,000	The Boeing Co.		5,643,746		12,468,540

				26,093,300		65,733,524

		Agriculture — 0.7%
	412,000	Archer Daniels Midland Co.		5,292,912		18,173,320
	61,058	Monsanto Co.		1,180,246		7,616,375
	9,000	Potash Corp of Saskatchewan Inc.		41,185		341,640
	27,200	The Mosaic Co.		472,495		1,345,040

				6,986,838		27,476,375

		Airlines — 0.1%
	114,408	American Airlines Group Inc.†		1,154,734		4,914,968
	100,000	American Airlines Group Inc., Escrow†		1,464		185,000

				1,156,198		5,099,968

		Automotive — 1.1%
	295,000	Ford Motor Co.		3,806,658		5,085,800
	150,000	Hertz Global Holdings Inc.†		3,519,444		4,204,500
	663,000	Navistar International Corp.†		16,058,472		24,849,240
	96,100	PACCAR Inc.		493,664		6,037,963
	3,200	Volkswagen AG		128,709		827,276

				24,006,947		41,004,779

		Automotive: Parts and Accessories — 4.2%
	228,400	BorgWarner Inc.		1,018,690		14,889,396
	338,000	Brembo SpA		3,829,565		12,338,874
	94,000	CLARCOR Inc.		602,883		5,813,900
	550,600	Dana Holding Corp.		6,033,819		13,445,652
	145,677	Federal-Mogul Holdings Corp.†		2,181,049		2,947,046
	546,500	Genuine Parts Co.		15,277,314		47,982,700
	430,500	Johnson Controls Inc.		4,907,951		21,494,865
	115,000	Modine Manufacturing Co.†		1,174,864		1,810,100
	173,000	O’Reilly Automotive Inc.†		7,451,242		26,053,800
	86,000	Standard Motor Products Inc.		758,989		3,841,620
	185,000	Superior Industries International Inc.		3,649,504		3,814,700
	91,400	Tenneco Inc.†		2,419,319		6,004,980
	1,500	Visteon Corp.†		141,655		145,515

				49,446,844		160,583,148


Shares				Cost		Market Value
			Aviation: Parts and Services — 2.8%
	1,075,000		BBA Aviation plc	$	2,639,548	$	5,684,813
	435,500		Curtiss-Wright Corp.		3,038,055		28,551,380
	580,000		GenCorp Inc.†		1,952,181		11,078,000
	121,100		Kaman Corp.		1,946,448		5,174,603
	226,000		Precision Castparts Corp.		2,274,459		57,042,400
	12,000		Woodward Inc.		426,301		602,160

					12,276,992		108,133,356

			Broadcasting — 1.4%
	298,200		CBS Corp., Cl. A, Voting		3,240,738		18,518,220
	18,000		Cogeco Inc.		342,646		927,960
	26,666		Corus Entertainment Inc., Cl. B, New York		43,320		622,304
	13,334		Corus Entertainment Inc., Cl. B, Toronto		21,662		312,029
	202,000		Liberty Media Corp., Cl. A†		2,423,398		27,609,360
	108,000		LIN Media LLC, Cl. A†		1,590,840		2,943,000
	12,000		Naspers Ltd., Cl. N		472,418		1,412,694
	366,000		Television Broadcasts Ltd.		1,680,508		2,377,697
	50,000		Tokyo Broadcasting System Holdings Inc.		726,526		613,494

					10,542,056		55,336,758

			Building and Construction — 0.2%
	8,000		Assa Abloy AB, Cl. B		408,773		407,091
	181,300		Fortune Brands Home & Security Inc.		2,469,582		7,239,309
	67,070		Layne Christensen Co.†		1,338,332		892,031

					4,216,687		8,538,431

			Business Services — 2.5%
	98,000		ACCO Brands Corp.†		666,424		628,180
	54,561		Aramark		1,272,850		1,412,039
	42,000		Ascent Capital Group Inc., Cl. A†		935,541		2,772,420
	7,393		Blackhawk Network Holdings Inc., Cl. B†		172,402		198,502
	88,100		Blucora Inc.†		1,466,641		1,662,447
	240,000		Clear Channel Outdoor Holdings Inc., Cl. A		1,311,093		1,963,200
	15,080	(b)	Contax Participacoes SA		30,974		108,450
	168,600		Ecolab Inc.		1,554,360		18,771,924
	15,000		Edenred		273,621		454,847
	125,000		Fly Leasing Ltd., ADR		1,652,288		1,811,250
	60,000		Landauer Inc.		370,683		2,520,000
	349,900		Live Nation Entertainment Inc.†		3,714,927		8,639,031
	80,000		Macquarie Infrastructure Co. LLC		2,899,014		4,989,600
	247,000		MasterCard Inc., Cl. A		1,728,257		18,147,090
	20,000		MOCON Inc.		275,440		316,200
	5,000		Mohawk Industries Inc.†		317,604		691,700


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	35,000	Monster Worldwide Inc.†	$	458,707	$	228,900
	2,000	MSC Industrial Direct Co. Inc., Cl. A		143,139		191,280
	258,752	The Brink’s Co.		7,090,324		7,301,981
	1,065,000	The Interpublic Group of Companies Inc.		10,839,211		20,778,150
	16,000	Visa Inc., Cl. A		847,361		3,371,360

				38,020,861		96,958,551

		Cable and Satellite — 7.3%
	345,400	AMC Networks Inc., Cl. A†		970,062		21,238,646
	1,825,600	Cablevision Systems Corp., Cl. A		3,737,591		32,221,840
	6,000	Charter Communications Inc., Cl. A†		298,565		950,280
	15,000	Com Hem Holding AB†		131,125		141,434
	160,000	Comcast Corp., Cl. A		2,208,213		8,588,800
	313,000	Comcast Corp., Cl. A, Special		6,677,144		16,692,290
	31,000	DigitalGlobe Inc.†		567,756		861,800
	774,002	DIRECTV†		7,617,436		65,797,910
	312,200	DISH Network Corp., Cl. A†		6,570,785		20,317,976
	103,000	EchoStar Corp., Cl. A†		3,093,419		5,452,820
	147,900	Liberty Global plc, Cl. A†		629,500		6,540,138
	593,700	Liberty Global plc, Cl. C†		5,060,283		25,119,447
	944,800	Rogers Communications Inc., New York, Cl. B		6,174,701		38,028,200
	50,000	Rogers Communications Inc., Toronto, Cl. B		229,821		2,012,089
	219,900	Scripps Networks Interactive Inc., Cl. A		7,376,391		17,842,686
	124,000	Shaw Communications Inc., New York, Cl. B		240,822		3,181,840
	120,000	Shaw Communications Inc., Toronto, Cl. B		164,952		3,076,894
	220,000	Sky Deutschland AG†		1,925,730		2,026,784
	76,000	Time Warner Cable Inc.		5,478,107		11,194,800

				59,152,403		281,286,674

		Closed-End Funds — 0.0%
	11,417	Royce Global Value Trust Inc.†		99,328		107,434
	79,920	Royce Value Trust Inc.		975,443		1,278,720

				1,074,771		1,386,154

		Communications Equipment — 0.4%
	570,000	Corning Inc.		4,704,424		12,511,500
	16,000	Motorola Solutions Inc.		962,492		1,065,120

				5,666,916		13,576,620

		Computer Hardware — 0.3%
	220,039	Hewlett-Packard Co.		4,820,692		7,410,914


Shares			Cost		Market Value
	20,000	International Business Machines Corp.	$	3,510,946	$	3,625,400
	3,000	Wincor Nixdorf AG		153,769		171,115

				8,485,407		11,207,429

		Computer Software and Services — 1.5%
	258,400	Diebold Inc.		8,726,740		10,379,928
	17,000	DST Systems Inc.		1,170,048		1,566,890
	110,000	EarthLink Holdings Corp.		655,400		409,200
	122,000	eBay Inc.†		5,022,242		6,107,320
	62,400	Fidelity National Information Services Inc.		1,170,063		3,415,776
	1,600	Google Inc., Cl. A†		518,799		935,472
	1,800	Google Inc., Cl. C†		629,713		1,035,504
	39,803	Guidance Software Inc.†		337,910		363,003
	152,000	Internap Network Services Corp.†		1,023,795		1,071,600
	20,000	InterXion Holding NV†		305,142		547,600
	30,000	MedAssets Inc.†		531,888		685,200
	55,000	Microsoft Corp.		1,628,938		2,293,500
	189,200	NCR Corp.†		4,866,949		6,639,028
	80,000	RealD Inc.†		710,148		1,020,800
	95,200	Rockwell Automation Inc.		3,369,052		11,915,232
	268,000	Yahoo! Inc.†		4,611,745		9,414,840

				35,278,572		57,800,893

		Consumer Products — 4.5%
	20,000	Altria Group Inc.		388,525		838,800
	172,000	Avon Products Inc.		3,452,337		2,512,920
	30,000	Brunswick Corp.		735,843		1,263,900
	11,000	Christian Dior SA		307,335		2,188,553
	399,800	Church & Dwight Co. Inc.		1,287,498		27,966,010
	385,000	Coty Inc., Cl. A		6,229,397		6,595,050
	287,700	Energizer Holdings Inc.		9,742,891		35,108,031
	3,400	Givaudan SA		1,182,809		5,670,501
	32,000	Harley-Davidson Inc.		80,600		2,235,200
	20,000	Kimberly-Clark Corp.		1,186,368		2,224,400
	14,000	Mattel Inc.		232,540		545,580
	11,000	National Presto Industries Inc.		330,178		801,240
	25,000	Philip Morris International Inc.		950,939		2,107,750
	48,000	Reckitt Benckiser Group plc		1,552,981		4,189,485
	120,800	Sally Beauty Holdings Inc.†		975,145		3,029,664
	9,000	Stanley Black & Decker Inc.		711,282		790,380
	10,000	Svenska Cellulosa AB, Cl. A		169,715		260,119
	50,000	Svenska Cellulosa AB, Cl. B		709,301		1,302,841
	1,086,400	Swedish Match AB		12,246,558		37,722,505
	10,000	Syratech Corp.†		2,000		30
	4,000	The Estee Lauder Companies Inc., Cl. A		180,995		297,040
	373,000	The Procter & Gamble Co.		14,298,424		29,314,070
	75,000	Unilever plc, ADR		2,472,562		3,398,250


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	58,000	Wolverine World Wide Inc.	$	269,731	$	1,511,480

				59,695,954		171,873,799

		Consumer Services — 1.9%
	8,000	Allegion plc		83,954		453,440
	137,000	IAC/InterActiveCorp.		1,422,577		9,484,510
	527,600	Liberty Interactive Corp., Cl. A†		3,986,644		15,490,336
	69,000	Liberty Ventures, Cl. A†		843,714		5,092,200
	868,200	Rollins Inc.		3,008,073		26,046,000
	360,000	The ADT Corp.		12,357,016		12,578,400
	72,000	Tree.com Inc.†		522,739		2,098,080

				22,224,717		71,242,966

		Diversified Industrial — 4.6%
	8,000	Acuity Brands Inc.		94,416		1,106,000
	10,000	Albany International Corp., Cl. A		238,798		379,600
	5,000	Anixter International Inc.		45,044		500,350
	44,000	Blount International Inc.†		556,595		620,840
	406,400	Crane Co.		6,457,612		30,219,904
	140,000	Eaton Corp. plc		7,179,109		10,805,200
	79,800	Greif Inc., Cl. A		721,431		4,353,888
	269,471	Greif Inc., Cl. B		14,675,520		16,141,313
	438,000	Honeywell International Inc.		14,058,645		40,712,100
	25,000	Ingersoll-Rand plc		370,237		1,562,750
	300,000	ITT Corp.		2,716,705		14,430,000
	30,000	Jardine Matheson Holdings Ltd.		1,557,901		1,779,300
	127,500	Jardine Strategic Holdings Ltd.		3,053,361		4,555,575
	154,300	Katy Industries Inc.†		183,765		168,187
	17,000	Magnetek Inc.†		306,600		405,450
	245,000	Myers Industries Inc.		1,533,959		4,922,050
	12,000	Nortek Inc.†		462,854		1,077,120
	63,000	Pentair plc		2,144,649		4,543,560
	21,300	Sulzer AG		1,972,136		2,987,957
	178,000	Textron Inc.		2,231,552		6,815,620
	240,000	Toray Industries Inc.		1,665,571		1,577,810
	229,400	Trinity Industries Inc.		1,121,245		10,029,368
	336,800	Tyco International Ltd.		7,511,135		15,358,080
	6,500	Waters Corp.†		477,757		678,860

				71,336,597		175,730,882

		Electronics — 1.0%
	170,000	Cypress Semiconductor Corp.		1,626,149		1,854,700
	30,000	Dolby Laboratories Inc., Cl. A†		1,232,335		1,296,000
	88,000	Intel Corp.		1,879,479		2,719,200
	12,800	Kyocera Corp., ADR		189,423		609,024


Shares			Cost		Market Value
	1,500	Mettler-Toledo International Inc.†	$	212,220	$	379,770
	6,000	Samsung Electronics Co. Ltd., GDR(c)		1,077,139		3,876,000
	820,000	Sony Corp., ADR		16,451,886		13,751,400
	47,000	TE Connectivity Ltd.		1,279,666		2,906,480
	267,400	Texas Instruments Inc.		6,796,886		12,779,046

				30,745,183		40,171,620

		Energy and Utilities — 6.8%
	11,000	Anadarko Petroleum Corp.		652,895		1,204,170
	178,400	BP plc, ADR		4,922,745		9,410,600
	10,000	Cameron International Corp.†		543,605		677,100
	266,000	Chevron Corp.		9,330,008		34,726,300
	296,800	ConocoPhillips		6,387,471		25,444,664
	218,400	CONSOL Energy Inc.		8,141,961		10,061,688
	114,400	Devon Energy Corp.		1,587,695		9,083,360
	6,000	Diamond Offshore Drilling Inc.		386,209		297,780
	14,000	Dresser-Rand Group Inc.†		798,486		892,220
	20,000	Edison International		340,000		1,162,200
	216,700	El Paso Electric Co.		2,769,755		8,713,507
	163,400	EOG Resources Inc.		374,166		19,094,924
	299,600	Exxon Mobil Corp.		7,265,471		30,163,728
	47,000	FirstEnergy Corp.		711,263		1,631,840
	130,000	GenOn Energy Inc., Escrow†		0		0
	178,700	Halliburton Co.		5,823,561		12,689,487
	134,000	Kinder Morgan Inc.		2,319,820		4,858,840
	277,900	National Fuel Gas Co.		14,217,136		21,759,570
	30,000	NextEra Energy Inc.		1,496,306		3,074,400
	44,000	Northeast Utilities		729,027		2,079,880
	10,000	Occidental Petroleum Corp.		778,872		1,026,300
	56,400	Oceaneering International Inc.		1,485,871		4,406,532
	30,000	Patterson-UTI Energy Inc.		535,891		1,048,200
	5,000	Phillips 66		189,129		402,150
	220,000	Rowan Companies plc, Cl. A		8,220,379		7,024,600
	36,000	Royal Dutch Shell plc, Cl. A, ADR		2,166,937		2,965,320
	128,000	SJW Corp.		2,097,345		3,481,600
	172,500	Southwest Gas Corp.		2,956,101		9,106,275
	195,000	Spectra Energy Corp.		4,598,542		8,283,600
	70,000	Talisman Energy Inc.		1,167,260		742,000
	105,000	The AES Corp.		433,000		1,632,750
	38,000	Transocean Ltd.		2,025,798		1,711,140
	40,000	Wartsila OYJ Abp		2,214,891		1,983,842
	870,000	Weatherford International plc†		13,930,550		20,010,000

				111,598,146		260,850,567

		Entertainment — 6.7%
	195,500	Discovery Communications Inc., Cl. A†		2,034,352		14,521,740


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Entertainment (Continued)
	196,500	Discovery Communications Inc., Cl. C†	$	1,606,527	$	14,263,935
	28,000	DreamWorks Animation SKG Inc., Cl. A†		636,883		651,280
	70,000	Electronic Arts Inc.†		1,148,063		2,510,900
	767,400	Grupo Televisa SAB, ADR		9,296,795		26,329,494
	2,500	Nintendo Co. Ltd.		394,759		299,220
	209,400	Starz, Cl. A†		110,403		6,238,026
	444,300	The Madison Square Garden Co., Cl. A†		1,087,066		27,746,535
	285,001	Time Warner Inc.		6,625,750		20,021,320
	2,231,100	Twenty-First Century Fox Inc., Cl. A		14,156,851		78,423,165
	176,000	Twenty-First Century Fox Inc., Cl. B		3,686,251		6,024,480
	483,534	Viacom Inc., Cl. A		14,801,470		41,946,575
	25,000	Viacom Inc., Cl. B		1,051,735		2,168,250
	680,000	Vivendi SA		13,550,873		16,639,189

				70,187,778		257,784,109

		Environmental Services — 1.2%
	59,000	Progressive Waste Solutions Ltd.		1,232,126		1,514,530
	649,300	Republic Services Inc.		8,692,277		24,653,921
	20,000	Waste Connections Inc.		632,503		971,000
	405,000	Waste Management Inc.		8,043,982		18,115,650

				18,600,888		45,255,101

		Equipment and Supplies — 7.3%
	1,233,800	AMETEK Inc.		2,070,152		64,503,064
	6,000	Amphenol Corp., Cl. A		23,162		578,040
	10,000	AZZ Inc.		370,300		460,800
	94,000	CIRCOR International Inc.		936,140		7,250,220
	121,000	Crown Holdings Inc.†		545,504		6,020,960
	180,000	CTS Corp.		1,062,935		3,366,000
	8,000	Danaher Corp.		70,641		629,840
	792,900	Donaldson Co. Inc.		2,772,101		33,555,528
	613,000	Flowserve Corp.		2,725,709		45,576,550
	53,200	Graco Inc.		2,690,894		4,153,856
	224,000	GrafTech International Ltd.†		1,869,058		2,343,040
	709,400	IDEX Corp.		2,646,040		57,276,956
	135,000	Interpump Group SpA		551,921		1,857,798
	10,000	Lawson Products Inc.†		138,376		162,900
	136,000	Mueller Industries Inc.		3,654,363		3,999,760
	213,600	Sealed Air Corp.		4,369,936		7,298,712
	2,000	SL Industries Inc.†		5,719		59,000
	48,000	Tenaris SA, ADR		1,990,246		2,263,200
	93,000	The Manitowoc Co. Inc.		227,538		3,055,980
	99,000	The Timken Co.		5,569,909		6,716,160
	17,000	The Toro Co.		592,882		1,081,200
	88,200	The Weir Group plc		371,136		3,953,241


Shares			Cost		Market Value
	26,700	Valmont Industries Inc.	$	213,868	$	4,057,065
	297,200	Watts Water Technologies Inc., Cl. A		3,456,908		18,346,156

				38,925,438		278,566,026

		Financial Services — 8.4%
	15,400	Alleghany Corp.†		2,585,777		6,747,048
	78,000	AllianceBernstein Holding LP		1,397,739		2,018,640
	652,400	American Express Co.		18,624,022		61,893,188
	7,000	Ameriprise Financial Inc.		221,427		840,000
	29,700	Argo Group International Holdings Ltd.		951,631		1,517,967
	52,000	Bank of America Corp.		453,096		799,240
	209	Berkshire Hathaway Inc., Cl. A†		926,922		39,689,205
	75,000	BKF Capital Group Inc.†		419,241		106,500
	45,000	Calamos Asset Management Inc., Cl. A		512,984		602,550
	65,000	Citigroup Inc.		2,290,500		3,061,500
	10,000	Cullen/Frost Bankers Inc.		777,049		794,200
	95,000	First Niagara Financial Group Inc.		1,178,977		830,300
	170,000	Fortress Investment Group LLC, Cl. A		1,065,721		1,264,800
	134,000	GAM Holding AG		1,850,414		2,553,676
	198,000	H&R Block Inc.		3,349,392		6,636,960
	19,000	HSBC Holdings plc, ADR		1,009,217		965,200
	53,000	Interactive Brokers Group Inc., Cl. A		893,354		1,234,370
	430,000	Janus Capital Group Inc.		3,856,745		5,366,400
	262,000	JPMorgan Chase & Co.		10,394,934		15,096,440
	95,900	Kinnevik Investment AB, Cl. A		2,113,575		4,126,475
	153,000	Kinnevik Investment AB, Cl. B		3,973,635		6,521,601
	245,750	KKR & Co. LP		4,554,515		5,979,098
	352,900	Legg Mason Inc.		8,822,921		18,107,299
	39,000	Leucadia National Corp.		359,633		1,022,580
	88,200	Loews Corp.		3,880,211		3,881,682
	44,200	M&T Bank Corp.		3,199,083		5,483,010
	142,500	Marsh & McLennan Companies Inc.		4,171,812		7,384,350
	99,800	Northern Trust Corp.		4,838,290		6,408,158
	30,000	Popular Inc.†		593,108		1,025,400
	138,600	State Street Corp.		3,368,429		9,322,236
	20,000	SunTrust Banks Inc.		424,879		801,200
	52,000	T. Rowe Price Group Inc.		1,121,438		4,389,320
	666,900	The Bank of New York Mellon Corp.		19,020,332		24,995,412
	48,000	The Blackstone Group LP		827,223		1,605,120
	13,500	The Goldman Sachs Group Inc.		1,573,808		2,260,440
	220,000	The Hartford Financial Services Group Inc.		6,537,326		7,878,200


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	147,000	The PNC Financial Services Group Inc.	$	8,426,079	$	13,090,350
	10,000	Value Line Inc.		137,382		168,100
	40,000	W. R. Berkley Corp.		1,468,924		1,852,400
	155,500	Waddell & Reed Financial Inc., Cl. A		3,250,920		9,732,745
	670,000	Wells Fargo & Co.		20,268,524		35,215,200

				155,691,189		323,268,560

		Food and Beverage — 11.8%
	509,800	Brown-Forman Corp., Cl. A		6,149,385		47,074,932
	134,200	Brown-Forman Corp., Cl. B		2,618,458		12,637,614
	60,000	Campbell Soup Co.		1,691,457		2,748,600
	400,000	China Mengniu Dairy Co. Ltd.		1,191,136		1,850,227
	3,000	Chr Hansen Holding A/S		130,056		126,340
	26,000	Coca-Cola Enterprises Inc.		508,677		1,242,280
	16,500	Coca-Cola HBC AG, ADR		231,193		375,375
	200,000	ConAgra Foods Inc.		6,359,769		5,936,000
	86,000	Constellation Brands Inc., Cl. A†		1,917,581		7,579,180
	12,000	Core-Mark Holding Co. Inc.		279,415		547,560
	30,000	Crimson Wine Group Ltd.†		231,103		271,500
	287,755	Danone SA		13,726,935		21,371,808
	846,200	Davide Campari-Milano SpA		4,838,535		7,322,996
	24,000	Dean Foods Co.		230,997		422,160
	308,400	Diageo plc, ADR		11,643,716		39,250,068
	84,000	Diamond Foods Inc.†		1,692,775		2,368,800
	210,000	Dr Pepper Snapple Group Inc.		5,152,689		12,301,800
	80,000	Farmer Brothers Co.†		983,002		1,728,800
	389,950	Flowers Foods Inc.		684,686		8,220,146
	41,200	Fomento Economico Mexicano SAB de CV, ADR		1,413,752		3,858,380
	575,000	General Mills Inc.		10,347,963		30,210,500
	2,470,000	Grupo Bimbo SAB de CV, Cl. A		1,067,738		7,221,421
	10,000	Heineken Holding NV		407,450		657,470
	118,000	Heineken NV		5,739,722		8,471,505
	20,000	Heineken NV, ADR		481,149		716,800
	115,000	Ingredion Inc.		1,372,572		8,629,600
	200,000	ITO EN Ltd.		4,430,197		5,127,091
	23,200	John Bean Technologies Corp.		371,543		718,968
	43,000	Kellogg Co.		1,188,743		2,825,100
	81,300	Kerry Group plc, Cl. A		1,052,020		6,074,957
	35,000	Keurig Green Mountain Inc.		854,883		4,361,350
	500,000	Kikkoman Corp.		5,747,460		10,414,096
	57,000	Kraft Foods Group Inc.		2,903,575		3,417,150
	19,800	LVMH Moet Hennessy Louis Vuitton SA		701,482		3,817,390
	15,000	MEIJI Holdings Co. Ltd.		678,410		993,534


Shares			Cost		Market Value
	424,000	Mondelēz International Inc., Cl. A	$	9,100,580	$	15,946,640
	245,000	Morinaga Milk Industry Co. Ltd.		909,693		882,730
	143,400	Nestlé SA		5,462,729		11,109,134
	187,800	NISSIN FOODS HOLDINGS CO. LTD.		6,461,360		9,658,339
	200,000	Parmalat SpA		569,900		684,102
	274,000	PepsiCo Inc.		10,722,908		24,479,160
	68,900	Pernod Ricard SA		6,160,332		8,274,038
	115,422	Post Holdings Inc.†		2,248,760		5,876,134
	87,000	Remy Cointreau SA		5,218,282		8,004,286
	10,000	SABMiller plc		358,218		579,819
	95,000	Snyder’s-Lance Inc.		2,086,704		2,513,700
	45,000	Suntory Beverage & Food Ltd.		1,434,256		1,765,708
	573,100	The Coca-Cola Co.		13,004,273		24,276,516
	18,000	The Hain Celestial Group Inc.†		281,085		1,597,320
	578,000	The Hillshire Brands Co.		22,660,769		36,009,400
	21,000	The J.M. Smucker Co.		729,807		2,237,970
	45,000	The WhiteWave Foods Co.†		453,697		1,456,650
	600,000	Tingyi (Cayman Islands) Holding Corp.		1,488,465		1,679,913
	172,422	Tootsie Roll Industries Inc.		1,743,929		5,076,104
	47,000	Tyson Foods Inc., Cl. A		554,135		1,764,380
	332,600	Yakult Honsha Co. Ltd.		8,612,950		16,842,584

				199,283,056		451,606,125

		Health Care — 5.3%
	90,600	Actavis plc†		13,043,031		20,208,330
	30,000	Aetna Inc.		1,824,027		2,432,400
	115,000	Alere Inc.†		3,308,035		4,303,300
	33,400	Allergan Inc.		1,529,503		5,651,948
	48,584	AmerisourceBergen Corp.		2,100,880		3,530,113
	66,800	Amgen Inc.		2,995,069		7,907,116
	62,000	AngioDynamics Inc.†		728,399		1,012,460
	80,000	Baxter International Inc.		4,258,700		5,784,000
	40,700	Becton, Dickinson and Co.		3,098,508		4,814,810
	28,500	Biogen Idec Inc.†		189,446		8,986,335
	11,500	Bio-Rad Laboratories Inc., Cl. A†		1,167,292		1,376,665
	400,000	BioScrip Inc.†		2,680,189		3,336,000
	270,000	Boston Scientific Corp.†		1,945,631		3,447,900
	154,800	Bristol-Myers Squibb Co.		4,005,875		7,509,348
	17,500	Cepheid Inc.†		196,789		838,950
	107,000	Chemed Corp.		5,047,529		10,028,040
	35,000	Cigna Corp.		1,816,474		3,218,950
	31,000	CONMED Corp.		619,303		1,368,650
	48,000	Covidien plc		1,766,687		4,328,640
	53,000	DaVita HealthCare Partners Inc.†		3,199,659		3,832,960
	10,000	DENTSPLY International Inc.		190,509		473,500


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	30,000	Eli Lilly & Co.	$	1,057,507	$	1,865,100
	45,000	Endo International plc†		1,418,438		3,150,900
	44,000	Exactech Inc.†		671,660		1,110,120
	121,000	Express Scripts Holding Co.†		7,313,885		8,388,930
	20,000	Gerresheimer AG		1,276,756		1,379,707
	20,000	HCA Holdings Inc.†		1,013,910		1,127,600
	36,600	Henry Schein Inc.†		1,021,284		4,343,322
	10,000	Humana Inc.		685,249		1,277,200
	40,000	Idenix Pharmaceuticals Inc.†		947,804		964,000
	125,000	Johnson & Johnson		6,259,745		13,077,500
	12,000	Laboratory Corp. of America Holdings†		997,619		1,228,800
	150,000	Lexicon Pharmaceuticals Inc.†		368,250		241,500
	20,000	McKesson Corp.		1,812,699		3,724,200
	12,500	Mead Johnson Nutrition Co.		731,094		1,164,625
	20,000	Medivation Inc.†		1,256,138		1,541,600
	145,000	Merck & Co. Inc.		4,283,496		8,388,250
	30,000	Mylan Inc.†		1,309,371		1,546,800
	9,000	Nobel Biocare Holding AG		214,660		133,965
	73,351	Nordion Inc.†		903,157		921,289
	20,000	Orthofix International NV†		722,452		725,000
	28,000	Owens & Minor Inc.		837,140		951,440
	50,000	Pain Therapeutics Inc.†		207,991		287,500
	68,200	Patterson Companies Inc.		2,184,255		2,694,582
	157,000	Pfizer Inc.		2,806,230		4,659,760
	40,000	Quality Systems Inc.		728,195		642,000
	44,000	Quidel Corp.†		603,237		972,840
	400	Regeneron Pharmaceuticals Inc.†		43,670		112,988
	76,400	Roche Holding AG, ADR		1,509,170		2,849,720
	35,000	St. Jude Medical Inc.		1,447,615		2,423,750
	32,000	Stryker Corp.		1,660,657		2,698,240
	171,400	Tenet Healthcare Corp.†		4,974,181		8,045,516
	77,000	UnitedHealth Group Inc.		3,311,142		6,294,750
	15,000	WellPoint Inc.		1,242,267		1,614,150
	29,000	William Demant Holding A/S†		1,359,329		2,633,241
	93,800	Wright Medical Group Inc.†		1,455,213		2,945,320
	14,000	Zimmer Holdings Inc.		723,823		1,454,040
	3,000	Zoetis Inc.		78,000		96,810

				115,148,824		202,067,470

		Home Furnishings — 0.1%
	30,000	Bed Bath & Beyond Inc.†		1,895,771		1,721,400
	124,000	Blyth Inc.		1,999,592		964,720

				3,895,363		2,686,120

		Hotels and Gaming — 1.6%
	17,000	Accor SA		583,813		884,335
	27,000	Churchill Downs Inc.		1,179,866		2,432,970
	720,000	Genting Singapore plc		989,043		767,985


Shares			Cost		Market Value
	10,000	Home Inns & Hotels Management Inc., ADR†	$	159,080	$	342,300
	47,000	Hyatt Hotels Corp., Cl. A†		1,847,087		2,866,060
	170,000	International Game Technology		2,530,447		2,704,700
	56,000	Interval Leisure Group Inc.		478,826		1,228,640
	2,292,400	Ladbrokes plc		11,342,657		5,504,239
	82,000	Las Vegas Sands Corp.		319,182		6,250,040
	4,358,200	Mandarin Oriental International Ltd.		8,302,881		8,302,371
	421,000	MGM Resorts International†		4,281,351		11,114,400
	55,000	Orient-Express Hotels Ltd., Cl. A†		970,272		799,700
	88,000	Pinnacle Entertainment Inc.†		503,408		2,215,840
	35,000	Ryman Hospitality Properties Inc.		958,935		1,685,250
	92,000	Starwood Hotels & Resorts Worldwide Inc.		1,805,608		7,435,440
	2,030,000	The Hongkong & Shanghai Hotels Ltd.		2,748,224		2,891,619
	110,000	Universal Entertainment Corp.		1,418,966		1,951,236
	10,000	Wyndham Worldwide Corp.		249,886		757,200
	11,000	Wynn Resorts Ltd.		858,342		2,283,160

				41,527,874		62,417,485

		Machinery — 3.3%
	121,500	Caterpillar Inc.		799,951		13,203,405
	280,000	CNH Industrial NV, Brsaltaliana		2,940,908		2,875,531
	1,531,200	CNH Industrial NV, New York		12,317,794		15,648,864
	678,000	Deere & Co.		5,238,965		61,392,900
	32,000	Kennametal Inc.		1,326,346		1,480,960
	26,000	Mueller Water Products Inc., Cl. A		192,104		224,640
	750,000	Xylem Inc.		10,158,027		29,310,000
	41,000	Zebra Technologies Corp., Cl. A†		1,382,499		3,375,120

				34,356,594		127,511,420

		Manufactured Housing and Recreational Vehicles — 0.1%
	32,000	Cavco Industries Inc.†		605,460		2,729,600
	32,000	Nobility Homes Inc.†		513,681		369,920
	49,000	Skyline Corp.†		478,956		201,390

				1,598,097		3,300,910

		Metals and Mining — 1.7%
	68,000	Agnico Eagle Mines Ltd.		2,574,245		2,604,400
	400,000	Alcoa Inc.		3,989,429		5,956,000
	311,600	Barrick Gold Corp.		5,836,000		5,702,280
	75,000	Cliffs Natural Resources Inc.		1,346,325		1,128,750
	95,000	Franco-Nevada Corp.		3,312,359		5,447,300
	215,800	Freeport-McMoRan Copper & Gold Inc.		4,435,710		7,876,700


					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Metals and Mining (Continued)
	85,000	Global Brass & Copper Holdings Inc.	$	1,402,892	$	1,436,500
	50,000	Kinross Gold Corp.†		359,224		207,000
	14,000	Labrador Iron Ore Royalty Corp.		471,866		402,530
	52,000	New Hope Corp. Ltd.		70,252		131,410
	611,000	Newmont Mining Corp.		16,026,482		15,543,840
	160,000	Peabody Energy Corp.		3,290,204		2,616,000
	136,400	Royal Gold Inc.		6,033,004		10,382,768
	160,000	Silver Wheaton Corp.		3,198,403		4,203,200
	240,000	Turquoise Hill Resources Ltd.†		1,168,176		801,600

				53,514,571		64,440,278

		Publishing — 1.2%
	2,500	Graham Holdings Co., Cl. B		1,730,875		1,795,275
	200,000	Il Sole 24 Ore SpA†		330,379		238,532
	160,100	McGraw Hill Financial Inc.		1,396,904		13,293,103
	430,000	Media General Inc.†		3,531,841		8,827,900
	66,000	Meredith Corp.		1,436,874		3,191,760
	552,225	News Corp., Cl. A†		2,025,579		9,906,917
	185,000	News Corp., Cl. B†		2,745,728		3,228,250
	20,000	Nielsen NV		566,418		968,200
	92,000	The E.W. Scripps Co., Cl. A†		739,898		1,946,720
	25,000	The New York Times Co., Cl. A		228,978		380,250
	31,137	Time Inc.†		254,072		754,138

				14,987,546		44,531,045

		Real Estate — 0.3%
	11,000	Brookfield Asset Management Inc., Cl. A		294,496		484,220
	70,000	Forest City Enterprises Inc., Cl. A†		1,331,645		1,390,900
	104,000	Griffin Land & Nurseries Inc.		1,510,666		3,068,000
	10,000	QTS Realty Trust Inc., Cl. A		211,719		286,300
	242,300	The St. Joe Co.†		1,815,941		6,161,689

				5,164,467		11,391,109

		Real Estate Investment Trusts — 0.1%
	14,422	Host Hotels & Resorts Inc.		290,636		317,428
	200	Vornado Realty Trust		17,234		21,346
	149,800	Weyerhaeuser Co.		3,155,638		4,956,882

				3,463,508		5,295,656

		Retail — 2.7%
	106,600	Aaron’s Inc.†		580,821		3,799,224
	126,600	AutoNation Inc.†		1,055,608		7,555,488
	111,000	Costco Wholesale Corp.		5,655,834		12,782,760
	235,000	CST Brands Inc.		7,519,156		8,107,500
	359,600	CVS Caremark Corp.		12,051,313		27,103,052
	74,000	HSN Inc.		1,814,284		4,383,760


					Market
Shares			Cost		Value
	310,000	J.C. Penney Co. Inc.†	$	3,966,189	$	2,805,500
	50,000	Krispy Kreme Doughnuts Inc.†		360,134		799,000
	1,900,000	Lianhua Supermarket Holdings Ltd., Cl. H†		2,965,641		1,041,882
	198,000	Macy’s Inc.		3,340,047		11,487,960
	50,000	Murphy USA Inc.†		2,116,202		2,444,500
	50,000	Outerwall Inc.†		2,531,318		2,967,500
	14,857	Rush Enterprises Inc., Cl. B†		337,936		467,253
	54,400	The Cheesecake Factory Inc.		1,610,898		2,525,248
	36,600	The Home Depot Inc.		1,137,547		2,963,136
	65,600	The Kroger Co.		398,570		3,242,608
	25,000	Walgreen Co.		805,856		1,853,250
	40,400	Wal-Mart Stores Inc.		2,047,814		3,032,828
	116,000	Whole Foods Market Inc.		1,598,976		4,481,080

				51,894,144		103,843,529

		Specialty Chemicals — 1.4%
	27,000	Airgas Inc.		1,747,988		2,940,570
	22,000	Ashland Inc.		1,227,512		2,392,280
	180,000	Chemtura Corp.†		3,742,367		4,703,400
	615,000	Ferro Corp.†		5,224,736		7,724,400
	110,000	General Chemical Group Inc.†		365,584		1,980
	60,100	H.B. Fuller Co.		446,529		2,890,810
	113,100	International Flavors & Fragrances Inc.		5,442,031		11,794,068
	1,800	NewMarket Corp.		191,887		705,798
	400,000	OMNOVA Solutions Inc.†		1,095,242		3,636,000
	11,000	Praxair Inc.		1,148,655		1,461,240
	237,800	Sensient Technologies Corp.		4,512,330		13,250,216
	20,000	SGL Carbon SE†		710,719		657,949
	65,000	Zep Inc.		735,432		1,147,900

				26,591,012		53,306,611

		Telecommunications — 2.0%
	45,000	AT&T Inc.		1,084,032		1,591,200
	40,000	CenturyLink Inc.		699,240		1,448,000
	1,400,000	Cincinnati Bell Inc.†		5,341,647		5,502,000
	310,000	Deutsche Telekom AG, ADR		5,123,787		5,431,200
	30,000	Hellenic Telecommunications Organization SA†		435,110		443,653
	25,000	Hellenic Telecommunications Organization SA, ADR†		111,368		185,000
	66,000	Intelsat SA†		1,209,688		1,243,440
	15,000	Level 3 Communications Inc.†		321,762		658,650
	57,000	Loral Space & Communications Inc.†		2,251,234		4,143,330
	200,000	NII Holdings Inc.†		861,141		110,000
	170,000	Oi SA, ADR		1,251,887		145,877
	12,000	Orange SA, ADR		145,985		189,600
	240,000	Portugal Telecom SGPS SA		2,224,939		879,419
	147,415	Sprint Corp.†		835,837		1,257,450


					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Telecommunications (Continued)
	3,057,800	Telecom Italia SpA†	$	1,706,079	$	3,873,018
	175,000	Telecom Italia SpA, ADR†		1,222,253		2,208,500
	46,500	Telefonica Brasil SA, ADR		911,624		953,715
	276,201	Telefonica SA, ADR		3,373,781		4,739,609
	1,086,510	Telephone & Data Systems Inc.		21,816,303		28,368,776
	91,000	tw telecom inc.†		1,660,172		3,668,210
	187,800	Verizon Communications Inc.		6,388,559		9,189,054
	48,000	VimpelCom Ltd., ADR		675,422		403,200

				59,651,850		76,632,901

		Transportation — 0.6%
	334,100	GATX Corp		8,593,790		22,364,654
	4,000	Kansas City Southern		7,317		430,040
	46,000	Providence and Worcester Railroad Co.		710,155		839,500

				9,311,262		23,634,194

		Wireless Communications — 0.6%
	117,400	America Movil SAB de CV, Cl. L, ADR		358,790		2,436,050
	4,000	Millicom International Cellular SA		403,448		366,440
	53,200	Millicom International Cellular SA, SDR		4,994,343		4,872,881
	250,000	NTT DoCoMo Inc.		3,573,391		4,274,221
	21,857	Tim Participacoes SA, ADR		157,720		634,509
	180,289	United States Cellular Corp.†		8,787,251		7,355,791
	5,000	ViaSat Inc.†		305,152		289,800
	65,454	Vodafone Group plc, ADR		3,164,299		2,185,509

				21,744,394		22,415,201

		TOTAL COMMON STOCKS		1,503,543,244		3,813,946,344

		PREFERRED STOCKS — 0.0%
		Health Care — 0.0%
	31,580	The Phoenix Companies Inc., 7.450%		674,937		773,710

		RIGHTS — 0.0%
		Health Care — 0.0%
	20,000	American Medical Alert Corp.†		0		200

		WARRANTS — 0.0%
		Automotive: Parts and Accessories — 0.0%
	14,727	Federal-Mogul Holdings Corp., expire 12/27/14†		411,720		78

		Energy and Utilities — 0.0%
	300,000	Kinder Morgan Inc., expire 05/25/17†		343,263		834,000


					Market
Shares			Cost		Value
		Hotels and Gaming — 0.0%
	200,000	Indian Hotels Co. Ltd., expire 05/14/18†(d)	$	329,280	$	342,000

		TOTAL WARRANTS		1,084,263		1,176,078


Principal
Amount
		U.S. GOVERNMENT OBLIGATIONS — 0.6%
$	21,478,000	U.S. Treasury Bills, 0.020% to 0.070%††, 08/21/14 to 12/18/14		21,475,516		21,475,745


		TOTAL INVESTMENTS — 100.0%	$	1,526,777,960		3,837,372,077


		Other Assets and Liabilities (Net) — 0.0%				480,445

		NET ASSETS — 100.0%			$	3,837,852,522

(a)	At June 30, 2014, the Fund held an investment in a restricted and illiquid security amounting to $498,785 or 0.01% of net assets, which was valued under methods approved by the Board of Trustees as follows:

Acquisition
Shares

Issuer

Acquisition
Date

Acquisition
Cost

06/30/14
Carrying
Value
Per Share

291,450,000

Rolls-Royce Holdings plc, Cl. C

04/23/14

$488,994

$0.0017

(b)	Denoted in units.

(c)

Security purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. At June 30, 2014, the market value of the Regulation S security amounted to $3,876,000 or 0.10% of net assets, which was valued under methods approved by the Board of Trustees as follows:


Acquisition Shares	Issuer	Acquisition Date	Acquisition Cost	06/30/14 Carrying Value Per Share
6,000	Samsung Electronics Co. Ltd., GDR	07/15/04	$1,077,139		$646.00

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)


Assets:
Investments, at value (cost $1,526,777,960)	$	3,837,372,077
Receivable for Fund shares sold		3,912,773
Receivable for investments sold		24,068
Dividends receivable		5,134,453
Prepaid expenses		91,209

Total Assets		3,846,534,580

Liabilities:
Payable to custodian		16,094
Payable for investments purchased		229,478
Payable for Fund shares redeemed		3,885,749
Payable for investment advisory fees		3,133,512
Payable for distribution fees		793,611
Payable for accounting fees		11,250
Other accrued expenses		612,364

Total Liabilities		8,682,058

Net Assets (applicable to 55,924,056 shares outstanding)	$	3,837,852,522

Net Assets Consist of:
Paid-in capital	$	1,476,512,725
Accumulated net investment income		8,038,711
Accumulated net realized gain on investments and foreign currency transactions		42,718,167
Net unrealized appreciation on investments		2,310,594,117
Net unrealized depreciation on foreign currency translations		(11,198	)

Net Assets	$	3,837,852,522


Shares of Beneficial Interest, each at $0.01 par value; unlimited number of shares authorized:
Class AAA:
Net Asset Value, offering, and redemption price per share ($3,269,508,961 ÷ 47,559,197 shares outstanding)	$	68.75

Class A:
Net Asset Value and redemption price per share ($124,521,156 ÷ 1,825,064 shares outstanding)	$	68.23

Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	72.39

Class C:
Net Asset Value and offering price per share ($123,335,057 ÷ 1,879,471 shares outstanding)	$	65.62	(a)

Class I:
Net Asset Value, offering, and redemption price per share ($320,487,348 ÷ 4,660,324 shares outstanding)	$	68.77

(a)	Redemption price varies based on the length of time held.

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)


Investment Income:
Dividends (net of foreign withholding taxes of $661,667)	$	33,145,656
Interest		7,078

Total Investment Income		33,152,734

Expenses:
Investment advisory fees		18,242,407
Distribution fees - Class AAA		3,907,990
Distribution fees - Class A		146,100
Distribution fees - Class C		560,744
Shareholder services fees		1,127,701
Custodian fees		202,090
Shareholder communications expenses		164,534
Trustees’ fees		94,222
Registration expenses		53,910
Legal and audit fees		38,906
Accounting fees		22,500
Interest expense		1,744
Miscellaneous expenses		93,279

Total Expenses		24,656,127

Less:
Advisory fee reduction on unsupervised assets (Note 3)		(2,648	)

Net Expenses		24,653,479

Net Investment Income		8,499,255

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		58,675,877
Net realized loss on foreign currency transactions		(30,095	)

Net realized gain/(loss) on investments and foreign currency transactions		58,645,782

Net change in unrealized appreciation/depreciation:
on investments		124,997,000
on foreign currency translations		(14,256	)

Net change in unrealized appreciation/depreciation on investments and foreign currency translations		124,982,744

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		183,628,526

Net Increase in Net Assets Resulting from Operations	$	192,127,781

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

1. Organization. The Gabelli Asset Fund was organized on November 25, 1985 as a Massachusetts business trust. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary objective is growth of capital. The Fund commenced investment operations on March 3, 1986.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which may require the use of management estimates and assumptions. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the “Adviser”).

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

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:

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, 2014 is as follows:

The Fund did not have material transfers among Level 1, Level 2, and Level 3 during the six months ended June 30, 2014. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

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

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

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

Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of increasing the income of the Fund or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

The Fund’s derivative contracts held at June 30, 2014, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on investments and foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. During the six months ended June 30, 2014, the Fund held no investments in forward foreign exchange contracts.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than 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.

Restricted Securities. The Fund may invest up to 10% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. For the restricted securities the Fund held as of June 30, 2014, refer to the Schedule of Investments.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.

In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.

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

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. 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.

The tax character of distributions paid during the year ended December 31, 2013 was as follows:

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.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward for an unlimited period capital losses incurred. As a result of the rule, post-enactment 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, 2014:

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, 2014, the Fund did not incur any income tax, interest, or penalties. As of June 30, 2014, 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.

There was a reduction in the advisory fee paid to the Adviser relating to certain portfolio holdings, i.e., unsupervised assets, of the Fund with respect to which the Adviser transferred dispositive and voting control to the Fund’s Proxy Voting Committee. During the six months ended June 30, 2014, the Fund’s Proxy Voting Committee exercised control and discretion over all rights to vote or consent with respect to such securities, and the Adviser reduced its fee with respect to such securities by $2,648.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $18,000 plus $2,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Trustee each receive an annual fee of $2,000. The Chairman of the Proxy Voting Committee and Nominating Committee each receive $1,000 annually. 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, 2014, other than short term securities and U.S. Government obligations, aggregated $91,275,519 and $108,775,291, respectively.

6. Transactions with Affiliates. During the six months ended June 30, 2014, the Fund paid brokerage commissions on security trades of $56,435 to G.research, Inc., an affiliate of the Adviser. Additionally, the Distributor retained a total of $51,182 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the six months ended June 30, 2014, the Fund paid or accrued $22,500 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended June 30, 2014, there were no borrowings under the line of credit.

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

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the six months ended June 30, 2014 and the year ended December 31, 2013, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

9. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or

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

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York (the “Court”) against the Executive Vice President and Chief Operating Officer (the “Officer”) of the Adviser, alleging violations of certain federal securities laws arising from the same matter. On May 2, 2014, the SEC filed with the Court a stipulation of voluntary dismissal of the civil action against the Officer and on June 19, 2014, the Court approved the stipulation and entered an order of dismissal of the action against the Officer. The settlement by the Adviser and the disposition of the action against the Officer did not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

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

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

At its meeting on February 25, 2014, 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 manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of 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 manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and long term performance of the Fund against a peer group of multi-cap core funds chosen by Lipper as being comparable. The Independent Board Members noted that the Fund’s performance was in the third quintile of the funds in its category for the one year period, the second quintile for the three year period and the second quintile for the five year period.

Profitability. The Independent Board Members reviewed summary data regarding the 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 large portion of the Fund’s portfolio transactions were executed by an affiliated broker and that another affiliated broker received distribution fees and minor amounts of sales commissions.

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.

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 with similar expense ratios of the peer group of multi-cap and core value funds and noted that the advisory fee includes substantially all administrative services for the Fund as well as investment advisory services of the Adviser. The Independent Board Members noted that the Fund’s expense ratios and the Fund’s size were above average within this group. The Independent Board Members also noted that the advisory fee structure was the same as that in effect for most of the Gabelli funds.

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and a good performance record. The Independent Board Members also concluded that the Fund’s expense ratios and the profitability to the Adviser of managing the Fund were reasonable in light of the Fund’s performance 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 investment 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. The Board

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

Members based their decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

Mario J. Gabelli, CFA, is Chairman and Chief Executive Officer of GAMCO Investors, Inc. that he founded in 1977 and Chief Investment Officer – Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.

Christopher J. Marangi joined Gabelli in 2003 as a research analyst. He currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Marangi graduated magna cum laude and Phi Beta Kappa with a BA in Political Economy from Williams College and holds an MBA with honors from Columbia Business School.

Jeffrey J. Jonas, CFA, joined Gabelli in 2003 as a research analyst. He focuses on companies in the cardiovascular, healthcare services, and pharmacy benefits management sectors, among others. He also serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Jonas was a Presidential Scholar at Boston College, where he received a BS in Finance and Management Information Systems.

Kevin V. Dreyer joined Gabelli in 2005 as a research analyst covering companies within the consumer sector. He currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Dreyer received a BSE from the University of Pennsylvania and an MBA from Columbia Business School.

THE GABELLI ASSET 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

Mario J. Gabelli, CFA

Chairman and

Chief Executive Officer,

GAMCO Investors, Inc.

Anthony J. Colavita

President,

Anthony J. Colavita, P.C.

James P. Conn

Former Chief Investment Officer,

Financial Security Assurance

Holdings Ltd.

John D. Gabelli

Senior Vice President,

G.research, Inc.

Kuni Nakamura

President,

Advanced Polymer, Inc.

Anthony R. Pustorino

Certified Public Accountant,

Professor Emeritus,

Pace University

Werner J. Roeder, MD

Medical Director,

Lawrence Hospital

Anthonie C. van Ekris

Chairman,

BALMAC International, Inc.

Salvatore J. Zizza

Chairman,

Zizza & Associates Corp.

OFFICERS

Bruce N. Alpert

President

Andrea R. Mango

Secretary

Agnes Mullady

Treasurer

Richard J. Walz

Chief Compliance Officer

DISTRIBUTOR

G.distributors, LLC

CUSTODIAN, TRANSFER

AGENT, AND DIVIDEND

DISBURSING AGENT

State Street Bank and Trust

Company

LEGAL COUNSEL

Skadden, Arps, Slate, Meagher & Flom LLP

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

LOGO

Overall Morningstar Rating ^™

Morningstar^® rated The Gabelli Asset Fund Class AAA Shares 5 stars overall, 3 stars for the three year period, and 5 stars for the five and ten year periods ended June 30, 2014 among 1,338, 1,338, 1,192, and 798 Large Blend funds, respectively. Morningstar Rating^™ is based on risk-adjusted returns.

GAB405Q214SR

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.

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.

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.


The Gabelli Asset Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from January 1, 2014 through June 30, 2014		Expense Table


	Six Months Ended June 30, 2014 (Unaudited)				Year Ended December 31, 2013
Operations:
Net investment income		$	8,499,255			$	11,254,782
Net realized gain/(loss) on investments and foreign currency transactions			58,645,782				163,424,615
Net change in unrealized appreciation/depreciation on investments and foreign currency translations			124,982,744				726,924,090

Net Increase in Net Assets Resulting from Operations			192,127,781				901,603,487

Distributions to Shareholders:
Net investment income
Class AAA			—				(9,499,483	)
Class A			—				(375,094	)
Class I			—				(1,451,174	)

			—				(11,325,751	)

Net realized gain
Class AAA			—				(139,537,116	)
Class A			—				(4,979,065	)
Class C			—				(4,706,701	)
Class I			—				(12,158,812	)

			—				(161,381,694	)

Total Distributions to Shareholders			—				(172,707,445	)


Shares of Beneficial Interest Transactions:
Class AAA			(72,487,561	)			44,788,800
Class A			5,490,316				18,718,474
Class C			12,880,282				33,703,557
Class I			23,856,007				73,874,564

Net Increase/(Decrease) in Net Assets from Shares of Beneficial Interest Transactions			(30,260,956	)			171,085,395

Redemption Fees			2,622				8,574

Net Increase in Net Assets			161,869,447				899,990,011
Net Assets:
Beginning of year			3,675,983,075				2,775,993,064

End of period (including undistributed net investment income of $8,038,711 and $0, respectively)		$	3,837,852,522			$	3,675,983,075


			Income (Loss) from Investment Operations						Distributions												Ratios to Average Net Assets/ Supplemental Data
Year Ended December 31	Net Asset Value, Beginning of Year		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gain (Loss) on Investments		Total from Investment Operations		Net Investment Income		Net Realized Gain on Investments		Total Distributions		Redemption Fees (a)(b)		Net Asset Value, End of Period		Total Return†		Net Assets End of Period (in 000’s)		Net Investment Income (Loss)	Operating Expenses	Portfolio Turnover Rate
Class AAA
2014(c)		$65.31		$ 0.15		$ 3.29		$ 3.44		—		—		—		$0.00		$68.75		5.3%		$3,269,509	0.47%(d)	1.35%(d)	2%
2013		51.87		0.21		16.42		16.63		$(0.20)		$(2.99)		$(3.19)		0.00		65.31		32.4		3,178,406	0.35	1.35	7
2012		47.60		0.50		7.10		7.60		(0.52)		(2.81)		(3.33)		0.00		51.87		16.0		2,487,368	0.97	1.38	4
2011		48.93		0.19		(0.41)		(0.22)		(0.18)		(0.93)		(1.11)		0.00		47.60		(0.4)		2,527,218	0.39	1.37	8
2010		40.21		0.15		9.13		9.28		(0.15)		(0.41)		(0.56)		0.00		48.93		23.1		2,571,513	0.35	1.38	7
2009		31.01		0.25		9.22		9.47		(0.27)		—		(0.27)		0.00		40.21		30.5		2,107,979	0.74	1.40	7
Class A
2014(c)		$64.82		$ 0.15		$ 3.26		$ 3.41		—		—		—		$0.00		$68.23		5.3%		$ 124,521	0.48%(d)	1.35%(d)	2%
2013		51.52		0.20		16.32		16.52		$(0.23)		$(2.99)		$(3.22)		0.00		64.82		32.4		112,707	0.33	1.35	7
2012		47.30		0.50		7.05		7.55		(0.52)		(2.81)		(3.33)		0.00		51.52		16.0		74,713	0.98	1.38	4
2011		48.65		0.21		(0.42)		(0.21)		(0.21)		(0.93)		(1.14)		0.00		47.30		(0.4)		66,330	0.43	1.37	8
2010		40.01		0.15		9.07		9.22		(0.17)		(0.41)		(0.58)		0.00		48.65		23.0		23,280	0.34	1.38	7
2009		30.85		0.25		9.17		9.42		(0.26)		—		(0.26)		0.00		40.01		30.5		13,216	0.75	1.40	7
Class C
2014(c)		$62.58		$(0.08)		$ 3.12		$ 3.04		—		—		—		$0.00		$65.62		4.9%		$ 123,335	(0.27)%(d)	2.10%(d)	2%
2013		50.01		(0.24)		15.80		15.56		—		$(2.99)		$(2.99)		0.00		62.58		31.4		104,620	(0.41)	2.10	7
2012		46.05		0.13		6.82		6.95		$(0.18)		(2.81)		(2.99)		0.00		50.01		15.1		54,546	0.27	2.13	4
2011		47.53		(0.15)		(0.40)		(0.55)		—		(0.93)		(0.93)		0.00		46.05		(1.1)		41,146	(0.32)	2.12	8
2010		39.25		(0.17)		8.86		8.69		—		(0.41)		(0.41)		0.00		47.53		22.1		17,240	(0.40)	2.13	7
2009		30.31		(0.01)		9.00		8.99		(0.05)		—		(0.05)		0.00		39.25		29.6		8,916	(0.03)	2.15	7
Class I
2014(c)		$65.25		$ 0.24		$ 3.28		$ 3.52		—		—		—		$0.00		$68.77		5.4%		$ 320,488	0.73%(d)	1.10%(d)	2%
2013		51.82		0.36		16.42		16.78		$(0.36)		$(2.99)		$(3.35)		0.00		65.25		32.7		280,250	0.60	1.10	7
2012		47.56		0.67		7.06		7.73		(0.66)		(2.81)		(3.47)		0.00		51.82		16.3		159,366	1.30	1.13	4
2011		48.90		0.34		(0.44)		(0.10)		(0.31)		(0.93)		(1.24)		0.00		47.56		(0.2)		94,896	0.69	1.12	8
2010		40.18		0.27		9.11		9.38		(0.25)		(0.41)		(0.66)		0.00		48.90		23.4		38,532	0.62	1.13	7
2009		30.97		0.33		9.24		9.57		(0.36)		—		(0.36)		0.00		40.18		30.9		6,080	0.99	1.15	7


Distributions paid from:
Ordinary income (inclusive of short term capital gains)	$	16,013,291
Net long term capital gains		156,694,154

Total distributions paid	$	172,707,445


	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Investments		$1,542,470,140		$2,339,304,900		$(44,402,963	)		$2,294,901,937


	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 6/30/14
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Aerospace	$	65,234,739		—		$498,785		$ 65,733,524
Airlines		4,914,968		—		185,000		5,099,968
Consumer Products		171,873,769		—		30		171,873,799
Energy and Utilities		260,850,567		—		0		260,850,567
Other Industries (a)		3,310,388,486		—		—		3,310,388,486

Total Common Stocks		3,813,262,529		—		683,815		3,813,946,344

Preferred Stocks (a)		773,710		—		—		773,710
Rights (a)		—		—		200		200
Warrants (a)		834,078		$ 342,000		—		1,176,078
U.S. Government Obligations		—		21,475,745		—		21,475,745

TOTAL INVESTMENTS IN SECURITIES – ASSETS	$	3,814,870,317		$21,817,745		$684,015		$3,837,372,077


	Six Months Ended June 30, 2014 (Unaudited)						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		1,532,053		$	99,927,979			4,423,832		$	263,159,452
Shares issued upon reinvestment of distributions		—			—			2,286,536			142,336,582
Shares redeemed		(2,637,578	)		(172,415,540	)		(5,996,588	)		(360,707,234	)

Net increase/(decrease)		(1,105,525	)	$	(72,487,561	)		713,780		$	44,788,800

Class A
Shares sold		297,012		$	19,249,824			706,248		$	42,350,728
Shares issued upon reinvestment of distributions		—			—			71,553			4,420,533
Shares redeemed		(210,717	)		(13,759,508	)		(489,225	)		(28,052,787	)

Net increase		86,295		$	5,490,316			288,576		$	18,718,474

Class C
Shares sold		331,155		$	20,636,496			718,776		$	41,515,359
Shares issued upon reinvestment of distributions		—			—			56,269			3,356,995
Shares redeemed		(123,563	)		(7,756,214	)		(193,750	)		(11,168,797	)

Net increase		207,592		$	12,880,282			581,295		$	33,703,557

Class I
Shares sold		737,085		$	48,167,607			1,815,870		$	109,706,548
Shares issued upon reinvestment of distributions		—			—			191,925			11,933,903
Shares redeemed		(371,448	)		(24,311,600	)		(788,463	)		(47,765,887	)

Net increase		365,637		$	23,856,007			1,219,332		$	73,874,564


(a)(1)		Not applicable.

(a)(2)		Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3)		Not applicable.

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


By (Signature and Title)*		/s/ Bruce N. Alpert
		Bruce N. Alpert, Principal Executive Officer


By (Signature and Title)*		/s/ Agnes Mullady
		Agnes Mullady, Principal Financial Officer and Treasurer