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.

For the six months ended June 30, 2015, the net asset value (“NAV”) per Class AAA Share of The Gabelli Asset Fund and the Standard & Poor’s (“S&P”) 500 Index increased 1.2%. See page 2 for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of June 30, 2015.

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 01/01/15	Ending Account Value 06/30/15	Annualized Expense Ratio	Expenses Paid During Period*
*The Gabelli Asset Fund*
Actual Fund Return
Class AAA	$1,000.00	$1,011.60	1.35%	$ 6.73
Class A	$1,000.00	$1,011.60	1.35%	$ 6.73
Class C	$1,000.00	$1,007.70	2.10%	$10.45
Class I	$1,000.00	$1,012.90	1.10%	$ 5.49
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, 2015:


Food and Beverage	11.9	%
Financial Services	9.4	%
Cable and Satellite	7.6	%
Entertainment	7.5	%
Equipment and Supplies	6.9	%
Health Care	5.3	%
Automotive: Parts and Accessories	4.7	%
Energy and Utilities	4.5	%
Consumer Products	4.4	%
Diversified Industrial	4.3	%
Retail	3.5	%
Machinery	3.1	%
Business Services	2.9	%
Aviation: Parts and Services	2.4	%
Consumer Services	2.1	%
Telecommunications	2.1	%
Specialty Chemicals	1.8	%
Computer Software and Services	1.8	%
Aerospace	1.6	%
Broadcasting	1.5	%
Electronics	1.5	%
Environmental Services	1.4	%
Metals and Mining	1.4	%


Hotels and Gaming	1.3	%
Publishing	0.9	%
Automotive	0.7	%
Wireless Communications	0.7	%
Agriculture	0.6	%
Transportation	0.5	%
Communications Equipment	0.3	%
US Treasury Bills	0.3	%
Real Estate	0.3	%
Building and Construction	0.3	%
Real Estate Investment Trusts	0.2	%
Computer Hardware	0.2	%
Manufactured Housing and Recreational Vehicles	0.1	%
Closed-End Funds	0.0	%*
Airlines	0.0	%*
Home Furnishings	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 — 99.7%
		Aerospace — 1.6%
	580,000	Aerojet Rocketdyne Holdings Inc.†	$	1,952,181	$	11,953,800
	50,000	B/E Aerospace Inc.		2,773,448		2,745,000
	5,000	Lockheed Martin Corp.		147,750		929,500
	6,000	Northrop Grumman Corp.		268,238		951,780
	2,096,100	Rolls-Royce Holdings plc		15,761,731		28,653,243
	295,550,100	Rolls-Royce Holdings plc, Cl. C†		444,490		464,380
	58,000	The Boeing Co.		3,571,866		8,045,760

				24,919,704		53,743,463


		Agriculture — 0.6%
	290,000	Archer Daniels Midland Co.		3,482,922		13,983,800
	38,000	Monsanto Co.		632,386		4,050,420
	6,500	Potash Corp of Saskatchewan Inc.		29,744		201,305
	25,000	The Mosaic Co.		438,683		1,171,250

				4,583,735		19,406,775


		Airlines — 0.0%
	20,000	American Airlines Group Inc.		542,220		798,700
	100,000	American Airlines Group Inc., Escrow†		1,464		135,000

				543,684		933,700


		Automotive — 0.7%
	50,000	General Motors Co.		1,587,900		1,666,500
	663,000	Navistar International Corp.†		16,058,472		15,003,690
	93,000	PACCAR Inc.		476,625		5,934,330
	3,000	Volkswagen AG		119,556		694,163

				18,242,553		23,298,683


		Automotive: Parts and Accessories — 4.7%
	200,400	BorgWarner Inc.		871,515		11,390,736
	280,000	Brembo SpA		3,004,929		11,943,187
	94,000	CLARCOR Inc.		602,883		5,850,560
	590,600	Dana Holding Corp.		6,922,819		12,154,548
	161,702	Federal-Mogul Holdings Corp.†		2,374,789		1,835,318
	526,000	Genuine Parts Co.		14,377,768		47,092,780
	417,500	Johnson Controls Inc.		4,424,042		20,678,775
	110,000	Modine Manufacturing Co.†		1,124,788		1,180,300
	135,500	O’Reilly Automotive Inc.†		5,415,440		30,620,290
	73,000	Standard Motor Products Inc.		635,157		2,563,760
	190,000	Superior Industries International Inc.		3,743,354		3,478,900
	86,400	Tenneco Inc.†		2,393,321		4,962,816
	45,000	Visteon Corp.†		4,403,885		4,724,100

				50,294,690		158,476,070


		Aviation: Parts and Services — 2.4%
	960,000	BBA Aviation plc		2,458,822		4,550,814


Shares			Cost		Market Value
	389,500	Curtiss-Wright Corp.	$	2,755,595	$	28,215,380
	121,100	Kaman Corp.		1,946,448		5,078,934
	48,000	KLX Inc.†.		2,002,157		2,118,240
	194,500	Precision Castparts Corp.		1,920,448		38,874,715

				11,083,470		78,838,083


		Broadcasting — 1.5%
	301,800	CBS Corp., Cl. A, Voting		3,522,709		17,323,320
	18,000	Cogeco Inc.		342,623		826,211
	26,666	Corus Entertainment Inc., New York, Cl. B		43,320		356,044
	13,334	Corus Entertainment Inc., Toronto, Cl. B		21,662		177,965
	120,000	ITV plc		412,918		496,449
	47,500	Liberty Broadband Corp., Cl. A†		203,538		2,421,075
	133,682	Liberty Broadband Corp., Cl. C†		2,272,245		6,839,171
	195,000	Liberty Media Corp., Cl. A†		784,836		7,027,800
	292,000	Liberty Media Corp., Cl. C†		1,331,888		10,482,800
	10,000	Naspers Ltd., Cl. N		393,199		1,557,620
	5,000	Pandora Media Inc.†		127,505		77,700
	40,000	Sky plc		589,772		651,750
	366,000	Television Broadcasts Ltd.		1,680,508		2,171,953
	40,000	Tokyo Broadcasting System Holdings Inc.		560,409		552,682

				12,287,132		50,962,540


		Building and Construction — 0.3%
	39,000	Assa Abloy AB, Cl. B		667,259		734,380
	177,000	Fortune Brands Home & Security Inc.		2,410,362		8,110,140
	27,000	Layne Christensen Co.†		443,591		241,650

				3,521,212		9,086,170


		Business Services — 2.9%
	12,000	ACCO Brands Corp.†		77,821		93,240
	61,000	Ascent Capital Group Inc., Cl. A†		2,068,802		2,607,140
	8,093	Blackhawk Network Holdings Inc.†		192,188		333,432
	102,100	Blucora Inc.†		1,687,639		1,648,915
	200,000	Clear Channel Outdoor Holdings Inc., Cl. A		830,178		2,026,000
	117,600	Ecolab Inc.		1,071,167		13,297,032
	15,000	Edenred		273,621		370,660
	140,000	Fly Leasing Ltd., ADR		1,860,448		2,198,000
	60,000	Landauer Inc.		370,683		2,138,400
	325,000	Live Nation Entertainment Inc.†		3,465,785		8,934,250
	105,000	Macquarie Infrastructure Corp.		4,370,398		8,676,150
	236,000	MasterCard Inc., Cl. A		1,642,847		22,061,280


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	20,000	MOCON Inc.	$	275,441	$	319,000
	2,000	MSC Industrial Direct Co. Inc., Cl. A		143,139		139,540
	244,000	The Brink’s Co.		6,696,564		7,180,920
	1,080,000	The Interpublic Group of Companies Inc.		11,437,815		20,811,600
	24,000	Vectrus Inc.†		116,767		596,880
	64,000	Visa Inc., Cl. A		847,361		4,297,600

				37,428,664		97,730,039


		Cable and Satellite — 7.6%
	214,400	AMC Networks Inc., Cl. A†		322,128		17,548,640
	1,675,600	Cablevision Systems Corp., Cl. A		2,626,080		40,113,864
	5,000	Charter Communications Inc., Cl. A†		248,724		856,250
	160,000	Comcast Corp., Cl. A		2,208,213		9,622,400
	240,000	Comcast Corp., Cl. A, Special		5,529,197		14,385,600
	60,000	DigitalGlobe Inc.†		1,431,670		1,667,400
	545,000	DIRECTV†		5,784,011		50,570,550
	305,200	DISH Network Corp., Cl. A†		6,548,198		20,665,092
	111,000	EchoStar Corp., Cl. A†		3,482,632		5,403,480
	147,900	Liberty Global plc, Cl. A†		629,500		7,996,953
	550,000	Liberty Global plc, Cl. C†		6,629,925		27,846,500
	905,000	Rogers Communications Inc., New York, Cl. B		5,888,085		32,154,650
	50,000	Rogers Communications Inc., Toronto, Cl. B		229,821		1,773,419
	212,000	Scripps Networks Interactive Inc., Cl. A		7,114,143		13,858,440
	124,000	Shaw Communications Inc., New York, Cl. B		240,822		2,701,960
	120,000	Shaw Communications Inc., Toronto, Cl. B		164,952		2,613,291
	30,000	Time Warner Cable Inc.		2,840,154		5,345,100

				51,918,255		255,123,589


		Closed-End Funds — 0.0%
	11,417	Royce Global Value Trust Inc.		99,328		94,875
	79,500	Royce Value Trust Inc.		972,272		1,096,305

				1,071,600		1,191,180


		Communications Equipment — 0.3%
	365,000	Corning Inc.		2,397,225		7,201,450
	53,000	Harris Corp.		4,210,673		4,076,230

				6,607,898		11,277,680


		Computer Hardware — 0.2%
	187,000	Hewlett-Packard Co.		4,072,910		5,611,870
	2,000	Wincor Nixdorf AG		95,283		78,664

				4,168,193		5,690,534


Shares			Cost		Market Value
		Computer Software and Services — 1.8%
	247,000	Diebold Inc.	$	8,301,634	$	8,645,000
	20,000	DST Systems Inc.		1,423,968		2,519,600
	95,000	EarthLink Holdings Corp.		471,522		711,550
	186,000	eBay Inc.†		9,281,715		11,204,640
	55,400	Fidelity National Information Services Inc.		1,049,594		3,423,720
	1,600	Google Inc., Cl. A†		518,799		864,064
	4,600	Google Inc., Cl. C†		2,107,056		2,394,346
	159,000	Internap Corp.†		1,084,696		1,470,750
	3,000	InterXion Holding NV†		69,432		82,950
	25,000	Microsoft Corp.		801,304		1,103,750
	158,000	NCR Corp.†		3,881,033		4,755,800
	75,000	RealD Inc.†		655,039		924,750
	86,000	Rockwell Automation Inc.		2,955,032		10,719,040
	267,000	Yahoo! Inc.†		5,705,867		10,490,430

				38,306,691		59,310,390


		Consumer Products — 4.4%
	95,000	Avon Products Inc.		1,447,943		594,700
	30,000	Brunswick Corp.		735,843		1,525,800
	11,000	Christian Dior SE		307,335		2,147,317
	220,400	Church & Dwight Co. Inc.		683,874		17,881,052
	195,000	Coty Inc., Cl. A		3,062,444		6,234,150
	387,000	Energizer Holdings Inc.		25,350,022		50,909,850
	3,400	Givaudan SA		1,182,809		5,883,951
	30,000	Harley-Davidson Inc.		75,563		1,690,500
	2,000	Hermes International		694,184		746,059
	7,000	National Presto Industries Inc.		205,867		562,240
	48,000	Reckitt Benckiser Group plc		1,521,921		4,139,023
	100,000	Sally Beauty Holdings Inc.†		800,712		3,158,000
	4,000	Stanley Black & Decker Inc.		322,923		420,960
	10,000	Svenska Cellulosa AB, Cl. A		169,715		255,131
	50,000	Svenska Cellulosa AB, Cl. B		709,301		1,271,434
	1,046,400	Swedish Match AB		11,543,026		29,764,244
	10,000	Syratech Corp.†		2,000		30
	4,000	The Estee Lauder Companies Inc., Cl. A		180,995		346,640
	210,000	The Procter & Gamble Co.		7,286,375		16,430,400
	65,000	Unilever plc, ADR		2,155,477		2,792,400
	47,000	Wolverine World Wide Inc.		218,575		1,338,560

				58,656,904		148,092,441


		Consumer Services — 2.1%
	5,000	Allegion plc		50,325		300,700
	100,000	IAC/InterActiveCorp.		1,106,208		7,966,000
	480,600	Liberty Interactive Corp. QVC Group, Cl. A†		3,107,019		13,336,650
	51,500	Liberty TripAdvisor Holdings Inc., Cl. A†		346,033		1,659,330
	129,000	Liberty Ventures, Cl. A†		954,511		5,065,830
	1,204,150	Rollins Inc.		2,810,775		34,354,400


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Consumer Services (Continued)
	185,000	The ADT Corp.	$	6,918,242	$	6,210,450

				15,293,113		68,893,360

		Diversified Industrial — 4.3%
	2,000	Acuity Brands Inc.		23,604		359,960
	5,000	Anixter International Inc.†		45,044		325,750
	50,000	Blount International Inc.†		653,470		546,000
	356,700	Crane Co.		5,836,277		20,948,991
	115,000	Eaton Corp. plc		5,671,725		7,761,350
	80,800	Greif Inc., Cl. A		758,896		2,896,680
	253,000	Greif Inc., Cl. B		13,820,773		10,246,500
	409,500	Honeywell International Inc.		12,943,729		41,756,715
	5,000	HRG Group Inc.†		65,200		65,000
	25,000	Ingersoll-Rand plc		370,237		1,685,500
	260,000	ITT Corp.		2,436,504		10,878,400
	30,000	Jardine Matheson Holdings Ltd.		1,557,901		1,702,500
	127,500	Jardine Strategic Holdings Ltd.		3,053,361		3,859,425
	154,300	Katy Industries Inc.†		183,765		509,190
	17,000	Magnetek Inc.†		306,600		584,970
	245,000	Myers Industries Inc.		1,533,959		4,655,000
	12,000	Nortek Inc.†		462,854		997,560
	30,000	Pentair plc		1,039,405		2,062,500
	18,000	Sulzer AG		1,670,804		1,851,115
	178,000	Textron Inc.		2,231,552		7,944,140
	329,000	Toray Industries Inc.		2,366,464		2,783,670
	222,000	Trinity Industries Inc.		1,098,120		5,867,460
	334,200	Tyco International plc		7,486,594		12,860,016
	4,000	Waters Corp.†		299,744		513,520

				65,916,582		143,661,912


		Electronics — 1.5%
	160,000	Cypress Semiconductor Corp.		1,455,699		1,881,600
	31,000	Dolby Laboratories Inc., Cl. A		1,273,717		1,230,080
	12,800	Kyocera Corp., ADR		189,423		666,112
	1,500	Mettler-Toledo International Inc.†		212,220		512,190
	2,500	Samsung Electronics Co. Ltd., GDR		454,399		1,426,250
	955,000	Sony Corp., ADR†		19,300,926		27,112,450
	41,000	TE Connectivity Ltd.		1,075,187		2,636,300
	208,000	Texas Instruments Inc.		4,989,553		10,714,080
	25,000	Thermo Fisher Scientific Inc.		3,077,409		3,244,000

				32,028,533		49,423,062


		Energy and Utilities — 4.5%
	11,000	Anadarko Petroleum Corp.		652,895		858,660
	145,000	BP plc, ADR		3,780,206		5,794,200
	12,000	Cameron International Corp.†		629,192		628,440
	181,000	Chevron Corp.		6,867,930		17,461,070


Shares			Cost		Market Value
	220,000	ConocoPhillips	$	4,737,744	$	13,510,200
	70,000	CONSOL Energy Inc.		2,586,048		1,521,800
	113,000	Devon Energy Corp.		1,571,968		6,722,370
	15,000	Edison International		255,000		833,700
	219,000	El Paso Electric Co.		2,853,332		7,590,540
	113,000	EOG Resources Inc.		258,756		9,893,150
	235,000	Exxon Mobil Corp.		6,117,454		19,552,000
	20,000	FirstEnergy Corp.		341,107		651,000
	130,000	GenOn Energy Inc., Escrow†		0		0
	168,000	Halliburton Co.		5,482,110		7,235,760
	75,000	Kinder Morgan Inc.		1,425,819		2,879,250
	277,900	National Fuel Gas Co.		14,217,136		16,365,531
	18,000	NextEra Energy Inc.		887,446		1,764,540
	56,400	Oceaneering International Inc.		1,485,871		2,627,676
	30,000	Patterson-UTI Energy Inc.		535,891		564,450
	5,000	Phillips 66		189,129		402,800
	198,000	Rowan Companies plc, Cl. A		7,381,365		4,179,780
	36,000	Royal Dutch Shell plc, Cl. A, ADR		2,166,937		2,052,360
	100,000	SJW Corp.		1,531,712		3,069,000
	149,500	Southwest Gas Corp.		2,586,286		7,954,895
	140,000	Spectra Energy Corp.		3,312,250		4,564,000
	100,000	The AES Corp.		361,000		1,326,000
	30,000	Wartsila OYJ Abp		1,614,554		1,405,383
	785,000	Weatherford International plc†		12,055,278		9,631,950

				85,884,416		151,040,505


		Entertainment — 7.5%
	195,500	Discovery Communications Inc., Cl. A†		1,037,519		6,502,330
	531,500	Discovery Communications Inc., Cl. C†		2,316,000		16,519,020
	16,000	DreamWorks Animation SKG Inc., Cl. A†		328,323		422,080
	4,500	Electronic Arts Inc.†		53,891		299,250
	808,400	Grupo Televisa SAB, ADR		10,692,770		31,382,088
	475,000	Media General Inc.†		4,293,066		7,847,000
	128,400	Starz, Cl. A†		41,186		5,742,048
	426,300	The Madison Square Garden Co., Cl. A†		1,034,829		35,591,787
	282,001	Time Warner Inc.		7,501,863		24,649,707
	2,143,900	Twenty-First Century Fox Inc., Cl. A		13,754,644		69,773,226
	181,000	Twenty-First Century Fox Inc., Cl. B		3,845,198		5,831,820
	452,500	Viacom Inc., Cl. A		13,778,478		29,353,675
	25,000	Viacom Inc., Cl. B		1,051,735		1,616,000
	665,000	Vivendi SA		12,552,696		16,773,646

				72,282,198		252,303,677


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Environmental Services — 1.4%
	75,000	Progressive Waste Solutions Ltd.	$	1,669,411	$	2,013,750
	647,300	Republic Services Inc.		8,678,543		25,354,741
	20,000	Waste Connections Inc.		632,503		942,400
	400,000	Waste Management Inc.		7,927,060		18,540,000

				18,907,517		46,850,891


		Equipment and Supplies — 6.9%
	1,121,900	AMETEK Inc.		1,864,099		61,457,682
	12,000	Amphenol Corp., Cl. A		23,163		695,640
	10,000	AZZ Inc.		370,300		518,000
	94,000	CIRCOR International Inc.		936,140		5,125,820
	120,000	Crown Holdings Inc.†		540,996		6,349,200
	168,000	CTS Corp.		1,022,835		3,237,360
	8,000	Danaher Corp.		70,641		684,720
	690,900	Donaldson Co. Inc.		2,234,804		24,734,220
	566,000	Flowserve Corp.		3,180,078		29,805,560
	57,000	Graco Inc.		2,961,863		4,048,710
	170,000	GrafTech International Ltd.†		1,150,041		843,200
	670,400	IDEX Corp.		2,502,188		52,680,032
	130,000	Interpump Group SpA		532,270		2,098,598
	16,000	Lawson Products Inc.†		267,152		375,680
	136,000	Mueller Industries Inc.		3,654,363		4,721,920
	16,000	SEACOR Holdings Inc.†		1,141,617		1,135,040
	180,000	Sealed Air Corp.		3,933,222		9,248,400
	2,000	SL Industries Inc.†		5,719		77,220
	93,000	The Manitowoc Co. Inc.		227,538		1,822,800
	53,000	The Timken Co.		1,985,549		1,938,210
	15,000	The Toro Co.		521,813		1,016,700
	80,000	The Weir Group plc		336,631		2,133,115
	24,000	Valmont Industries Inc.		194,128		2,852,880
	273,200	Watts Water Technologies Inc., Cl. A		3,194,419		14,165,420

				32,851,569		231,766,127


		Financial Services — 9.4%
	14,600	Alleghany Corp.†		2,355,315		6,843,896
	73,000	AllianceBernstein Holding LP		1,205,300		2,155,690
	596,600	American Express Co.		18,051,038		46,367,752
	3,500	Ameriprise Financial Inc.		112,007		437,255
	1,000	Aon plc		96,480		99,680
	31,900	Argo Group International Holdings Ltd.		926,320		1,776,830
	52,000	Bank of America Corp.		453,096		885,040
	204	Berkshire Hathaway Inc., Cl. A†		759,121		41,789,400
	75,000	BKF Capital Group Inc.†		419,241		89,250
	45,000	Calamos Asset Management Inc., Cl. A		512,984		551,250
	65,000	Citigroup Inc.		2,290,500		3,590,600
	30,000	Cullen/Frost Bankers Inc.		2,349,239		2,357,400


Shares			Cost		Market Value
	50,000	First Niagara Financial Group Inc.	$	577,484	$	472,000
	170,000	Fortress Investment Group LLC, Cl. A		1,001,121		1,241,000
	134,000	GAM Holding AG		1,850,414		2,816,300
	243,000	H&R Block Inc.		4,822,176		7,204,950
	52,000	Interactive Brokers Group Inc., Cl. A		868,296		2,161,120
	400,000	Janus Capital Group Inc.		3,716,565		6,848,000
	252,000	JPMorgan Chase & Co.		10,118,295		17,075,520
	95,900	Kinnevik Investment AB, Cl. A		2,113,575		3,077,185
	150,000	Kinnevik Investment AB, Cl. B		4,043,393		4,742,547
	245,750	KKR & Co. LP		4,441,470		5,615,388
	344,000	Legg Mason Inc.		8,607,322		17,726,320
	62,000	LendingTree Inc.†		494,703		4,873,820
	37,000	Leucadia National Corp.		345,138		898,360
	61,000	Loews Corp.		2,549,267		2,349,110
	42,000	M&T Bank Corp.		3,017,681		5,247,060
	127,000	Marsh & McLennan Companies Inc.		3,681,127		7,200,900
	10,000	Morgan Stanley		322,077		387,900
	76,000	Northern Trust Corp.		3,606,867		5,810,960
	30,000	Popular Inc.†		593,108		865,800
	134,200	State Street Corp.		3,337,808		10,333,400
	20,000	SunTrust Banks Inc.		424,879		860,400
	52,000	T. Rowe Price Group Inc.		1,121,438		4,041,960
	666,900	The Bank of New York Mellon Corp.		19,020,332		27,989,793
	47,000	The Blackstone Group LP		725,174		1,920,890
	13,500	The Goldman Sachs Group Inc.		1,573,808		2,818,665
	160,000	The Hartford Financial Services Group Inc.		5,004,166		6,651,200
	141,000	The PNC Financial Services Group Inc.		8,138,979		13,486,650
	10,000	Value Line Inc.		137,382		103,800
	25,000	W. R. Berkley Corp.		912,248		1,298,250
	155,000	Waddell & Reed Financial Inc., Cl. A		3,242,505		7,333,050
	634,400	Wells Fargo & Co.		19,136,017		35,678,656

				149,075,456		316,074,997


		Food and Beverage — 11.9%
	509,700	Brown-Forman Corp., Cl. A		6,141,105		56,790,774
	135,000	Brown-Forman Corp., Cl. B		2,756,842		13,524,300
	58,000	Campbell Soup Co.		1,644,057		2,763,700
	400,000	China Mengniu Dairy Co. Ltd.		1,191,136		1,994,440
	36,000	Chr. Hansen Holding A/S		1,518,352		1,756,452
	26,000	Coca-Cola Enterprises Inc.		508,677		1,129,440
	16,500	Coca-Cola HBC AG		231,193		354,660
	348,000	ConAgra Foods Inc.		11,090,703		15,214,560


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	77,500	Constellation Brands Inc., Cl. A	$	1,800,627	$	8,991,550
	12,000	Core-Mark Holding Co. Inc.		279,415		711,000
	30,000	Crimson Wine Group Ltd.†		231,103		280,500
	275,000	Danone SA		13,071,987		17,778,825
	846,200	Davide Campari-Milano SpA		4,838,535		6,438,622
	317,000	Diageo plc, ADR		12,625,958		36,784,680
	84,348	Diamond Foods Inc.†		1,692,775		2,646,840
	199,000	Dr Pepper Snapple Group Inc.		4,834,539		14,507,100
	80,000	Farmer Brothers Co.†		983,002		1,880,000
	320,000	Flowers Foods Inc.		561,866		6,768,000
	41,000	Fomento Economico Mexicano SAB de CV, ADR		1,407,018		3,652,690
	519,000	General Mills Inc.		9,976,558		28,918,680
	2,300,000	Grupo Bimbo SAB de CV, Cl. A†		1,002,890		5,942,612
	10,000	Heineken Holding NV		407,450		701,799
	112,500	Heineken NV		5,483,878		8,537,398
	20,000	Heineken NV, ADR		481,150		763,400
	30,000	Ingredion Inc.		360,000		2,394,300
	190,100	ITO EN Ltd.		4,191,628		3,988,861
	15,000	John Bean Technologies Corp.		239,585		563,850
	70,000	Kellogg Co.		3,189,088		4,389,000
	79,300	Kerry Group plc, Cl. A		1,029,138		5,841,985
	29,500	Keurig Green Mountain Inc.		713,869		2,260,585
	475,400	Kikkoman Corp.		5,495,500		14,858,071
	55,000	Kraft Foods Group Inc.		3,447,697		4,682,700
	19,800	LVMH Moet Hennessy Louis Vuitton SE		701,483		3,468,940
	165,000	Maple Leaf Foods Inc.		3,013,197		3,129,584
	14,000	MEIJI Holdings Co. Ltd.		627,828		1,807,411
	444,000	Mondelēz International Inc., Cl. A		9,846,105		18,266,160
	245,000	Morinaga Milk Industry Co. Ltd.		909,693		898,844
	70,000	Nestlé SA		3,939,129		5,053,746
	187,800	NISSIN FOODS HOLDINGS CO. LTD.		6,461,360		8,240,275
	250,000	Parmalat SpA		704,668		652,746
	218,000	PepsiCo Inc.		8,898,129		20,348,120
	68,500	Pernod Ricard SA		6,116,972		7,911,659
	142,000	Post Holdings Inc.†		3,303,399		7,658,060
	93,000	Remy Cointreau SA		5,655,846		6,702,992
	10,000	SABMiller plc		358,218		519,138
	66,000	Snyder’s-Lance Inc.		1,500,378		2,129,820
	45,000	Suntory Beverage & Food Ltd.		1,434,256		1,792,499
	168,000	The Coca-Cola Co.		3,836,332		6,590,640
	34,000	The Hain Celestial Group Inc.†		267,614		2,239,240


Shares			Cost		Market Value
	21,000	The J.M. Smucker Co.	$	729,807	$	2,276,610
	45,000	The WhiteWave Foods Co.†		453,697		2,199,600
	600,000	Tingyi (Cayman Islands) Holding Corp.		1,488,465		1,226,077
	169,000	Tootsie Roll Industries Inc.		1,665,666		5,460,390
	20,000	Tyson Foods Inc., Cl. A		183,611		852,600
	220,600	Yakult Honsha Co. Ltd.		5,633,932		13,086,212

				171,157,106		400,322,737


		Health Care — 5.3%
	20,000	Aetna Inc.		1,216,018		2,549,200
	50,000	Akorn Inc.†		2,071,831		2,183,000
	227,000	Alere Inc.†		7,618,855		11,974,250
	36,842	Allergan plc†		5,603,292		11,179,922
	22,000	AmerisourceBergen Corp.		870,308		2,339,480
	58,500	Amgen Inc.		2,806,761		8,980,920
	34,000	AngioDynamics Inc.†		356,556		557,600
	15,000	Anthem Inc.		1,242,267		2,462,100
	71,000	Baxter International Inc.		3,730,940		4,965,030
	5,000	Becton, Dickinson and Co.		380,761		708,250
	14,000	Biogen Inc.†		96,092		5,655,160
	11,500	Bio-Rad Laboratories Inc., Cl. A†		1,167,292		1,732,015
	475,000	BioScrip Inc.†		3,179,005		1,724,250
	100,000	Boston Scientific Corp.†		679,500		1,770,000
	125,000	Bristol-Myers Squibb Co.		3,218,850		8,317,500
	17,000	Cepheid Inc.†		189,176		1,039,550
	80,500	Chemed Corp.		4,150,904		10,553,550
	35,000	Cigna Corp.		1,816,475		5,670,000
	29,000	CONMED Corp.		579,537		1,689,830
	53,000	DaVita HealthCare Partners Inc.†		3,199,659		4,211,910
	30,000	Eli Lilly & Co.		1,057,507		2,504,700
	20,000	Endo International plc†		1,560,200		1,593,000
	44,000	Exactech Inc.†		671,660		916,520
	40,000	Express Scripts Holding Co.†		2,593,629		3,557,600
	20,000	Gerresheimer AG		1,276,756		1,246,628
	70,000	HCA Holdings Inc.†		4,501,121		6,350,400
	31,000	Henry Schein Inc.†		883,667		4,405,720
	10,000	Humana Inc.		685,249		1,912,800
	40,000	Indivior plc†		25,984		141,286
	96,500	Johnson & Johnson		5,848,488		9,404,890
	6,000	Laboratory Corp. of America Holdings†		531,968		727,320
	20,000	McKesson Corp.		1,812,699		4,496,200
	3,000	Mead Johnson Nutrition Co.		178,673		270,660
	43,020	Medtronic plc		3,227,360		3,187,782
	145,000	Merck & Co. Inc.		4,283,496		8,254,850
	60,000	Mylan NV†		3,622,754		4,071,600
	30,000	Myriad Genetics Inc.†		1,014,806		1,019,700
	97,757	NeoGenomics Inc.†		374,489		528,865
	30,432	Orthofix International NV†		1,015,782		1,007,908


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	30,000	Owens & Minor Inc.	$	902,440	$	1,020,000
	42,000	Patterson Companies Inc.		1,298,788		2,043,300
	40,000	Pfizer Inc.		665,000		1,341,200
	40,000	Quality Systems Inc.		728,195		662,800
	44,000	Quidel Corp.†		603,237		1,009,800
	400	Regeneron Pharmaceuticals Inc.†		43,670		204,052
	76,000	Roche Holding AG, ADR		1,500,123		2,665,320
	32,000	Stryker Corp.		1,660,657		3,058,240
	132,396	Tenet Healthcare Corp.†		4,215,313		7,663,080
	36,500	UnitedHealth Group Inc.		1,961,091		4,453,000
	29,000	William Demant Holding A/S†		1,359,329		2,212,301
	92,000	Wright Medical Group Inc.†		1,422,728		2,415,920
	21,000	Zimmer Biomet Holdings Inc.		1,489,483		2,293,830
	13,000	Zoetis Inc.		585,857		626,860

				97,776,278		177,531,649


		Home Furnishings — 0.0%
	100,000	Blyth Inc.†		1,379,715		635,000


		Hotels and Gaming — 1.3%
	17,000	Accor SA		583,813		857,979
	57,000	Belmond Ltd., Cl. A†		909,800		711,930
	20,500	Churchill Downs Inc.		892,391		2,563,525
	730,000	Genting Singapore plc		980,663		485,095
	10,000	Homeinns Hotel Group, ADR†		159,080		309,200
	47,000	Hyatt Hotels Corp., Cl. A†		1,847,087		2,664,430
	55,000	Interval Leisure Group Inc.		474,329		1,256,750
	300,000	Ladbrokes plc		642,875		611,841
	82,000	Las Vegas Sands Corp.		319,182		4,310,740
	5,286,375	Mandarin Oriental International Ltd.		9,406,174		8,326,041
	400,000	MGM Resorts International†		4,094,351		7,300,000
	4,500	Pinnacle Entertainment Inc.†		29,602		167,760
	89,000	Starwood Hotels & Resorts Worldwide Inc.		1,747,018		7,217,010
	2,000,000	The Hongkong & Shanghai Hotels Ltd.		2,722,562		2,776,219
	85,000	Universal Entertainment Corp.		648,689		1,921,763
	10,000	Wyndham Worldwide Corp.		249,886		819,100
	11,000	Wynn Resorts Ltd.		858,342		1,085,370

				26,565,844		43,384,753


		Machinery — 3.1%
	121,500	Caterpillar Inc.		799,951		10,305,630
	280,000	CNH Industrial NV, Brsaltaliana		2,940,908		2,553,457
	1,494,168	CNH Industrial NV, New York		11,948,336		13,865,879
	495,000	Deere & Co.		3,734,565		48,039,750
	11,000	Kennametal Inc.		422,916		375,320


Shares			Cost		Market Value
	26,000	Mueller Water Products Inc., Cl. A	$	192,104	$	236,600
	750,000	Xylem Inc.		10,158,027		27,802,500
	15,000	Zebra Technologies Corp., Cl. A†		455,812		1,665,750

				30,652,619		104,844,886


		Manufactured Housing and Recreational Vehicles — 0.1%
	31,500	Cavco Industries Inc.†		596,101		2,376,360
	40,000	Nobility Homes Inc.†		596,552		409,000
	43,000	Skyline Corp.†		325,261		126,420

				1,517,914		2,911,780


		Metals and Mining — 1.4%
	58,000	Agnico Eagle Mines Ltd.		1,894,729		1,645,460
	400,000	Alcoa Inc.		3,989,429		4,460,000
	310,000	Barrick Gold Corp.		5,789,152		3,304,600
	75,000	Cliffs Natural Resources Inc.		996,681		324,750
	95,000	Franco-Nevada Corp.		3,312,360		4,526,750
	222,000	Freeport-McMoRan Inc.		4,613,790		4,133,640
	40,000	Global Brass & Copper Holdings Inc.		671,023		680,400
	50,000	Kinross Gold Corp.†		359,224		116,000
	52,000	New Hope Corp. Ltd.		70,252		75,828
	613,000	Newmont Mining Corp.		16,112,578		14,319,680
	60,000	Peabody Energy Corp.		948,947		131,400
	135,000	Royal Gold Inc.		5,957,350		8,314,650
	160,000	Silver Wheaton Corp.		3,198,403		2,774,400
	235,000	Turquoise Hill Resources Ltd.†		1,140,558		890,650

				49,054,476		45,698,208


		Publishing — 0.9%
	3,500	Graham Holdings Co., Cl. B		2,427,005		3,762,675
	110,000	Il Sole 24 Ore SpA†		152,588		86,579
	18,000	Journal Media Group Inc.		45,146		149,220
	136,000	McGraw Hill Financial Inc.		1,091,508		13,661,200
	66,000	Meredith Corp.		1,436,874		3,441,900
	235,000	News Corp., Cl. A†		999,335		3,428,650
	200,000	News Corp., Cl. B†		3,009,624		2,848,000
	100,000	The E.W. Scripps Co., Cl. A		898,853		2,285,000
	24,000	The New York Times Co., Cl. A		220,082		327,600

				10,281,015		29,990,824


		Real Estate — 0.3%
	16,500	Brookfield Asset Management Inc., Cl. A		294,496		576,345
	80,000	Forest City Enterprises Inc., Cl. A†		1,587,494		1,768,000
	104,000	Griffin Industrial Realty Inc.		1,510,666		3,332,160
	239,000	The St. Joe Co.†		1,835,041		3,711,670

				5,227,697		9,388,175


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Real Estate Investment Trusts — 0.2%
	5,000	Communications Sales & Leasing Inc.	$	130,216	$	123,600
	14,422	Host Hotels & Resorts Inc.		290,636		285,988
	70,000	Ryman Hospitality Properties Inc.		2,929,485		3,717,700
	128,000	Weyerhaeuser Co.		2,681,107		4,032,000

				6,031,444		8,159,288


		Retail — 3.5%
	102,000	Aaron’s Inc.		577,351		3,693,420
	114,000	AutoNation Inc.†		954,122		7,179,720
	108,000	Costco Wholesale Corp.		5,522,354		14,586,480
	242,000	CST Brands Inc.		7,802,988		9,452,520
	285,300	CVS Health Corp.		9,518,668		29,922,264
	370,000	Hertz Global Holdings Inc.†		8,772,457		6,704,400
	50,000	HSN Inc.		1,387,458		3,509,500
	305,000	J.C. Penney Co. Inc.†		3,898,245		2,583,350
	46,000	Krispy Kreme Doughnuts Inc.†		323,247		885,960
	700,000	Lianhua Supermarket Holdings Ltd., Cl. H†		696,906		479,517
	161,000	Macy’s Inc.		2,318,588		10,862,670
	50,000	Murphy USA Inc.†		2,116,203		2,791,000
	11,000	Outerwall Inc.		587,090		837,210
	53,100	Penske Automotive Group Inc.		2,415,812		2,767,041
	14,857	Rush Enterprises Inc., Cl. B†		337,936		356,568
	50,000	The Cheesecake Factory Inc.		1,484,808		2,726,750
	35,000	The Home Depot Inc.		1,088,008		3,889,550
	64,600	The Kroger Co.		392,933		4,684,146
	44,000	Walgreens Boots Alliance Inc.		2,204,202		3,715,360
	100,000	Whole Foods Market Inc.		1,271,571		3,944,000

				53,670,947		115,571,426


		Specialty Chemicals — 1.8%
	21,000	Airgas Inc.		1,372,994		2,221,380
	12,000	Ashland Inc.		554,027		1,462,800
	220,000	Chemtura Corp.†		4,656,710		6,228,200
	600,000	Ferro Corp.†		5,014,409		10,068,000
	20,000	FMC Corp.		1,343,867		1,051,000
	110,000	General Chemical Group Inc.†		365,584		6,050
	181,000	H.B. Fuller Co.		5,459,279		7,352,220
	130,000	International Flavors & Fragrances Inc.		7,102,417		14,207,700
	400,000	OMNOVA Solutions Inc.†		1,095,242		2,996,000
	11,000	Praxair Inc.		1,148,655		1,315,050
	200,500	Sensient Technologies Corp.		3,992,629		13,702,170
	44,000	SGL Carbon SE†		1,102,494		710,295

				33,208,307		61,320,865


Shares			Cost		Market Value
		Telecommunications — 2.1%
	40,000	CenturyLink Inc.	$	699,240	$	1,175,200
	1,466,247	Cincinnati Bell Inc.†		5,545,006		5,601,064
	240,000	Deutsche Telekom AG, ADR		3,915,824		4,131,600
	30,000	Hellenic Telecommunications Organization SA		435,110		252,830
	25,000	Hellenic Telecommunications Organization SA, ADR		111,368		105,000
	75,200	Level 3 Communications Inc.†		1,891,360		3,960,784
	55,500	Loral Space & Communications Inc.†		2,161,193		3,503,160
	70,000	NII Holdings Inc.†		99,112		1,400
	6,000	Orange SA, ADR		63,335		92,160
	120,000	Pharol SGPS SA†		184,055		52,844
	250,000	Sprint Corp.†		1,364,927		1,140,000
	3,007,800	Telecom Italia SpA†		1,674,788		3,816,001
	175,000	Telecom Italia SpA, ADR†		1,222,253		2,226,000
	46,500	Telefonica Brasil SA, ADR		911,624		647,745
	267,401	Telefonica SA, ADR		3,354,218		3,797,094
	1,038,510	Telephone & Data Systems Inc.		20,858,030		30,532,194
	156,000	Verizon Communications Inc.		5,220,225		7,271,160
	52,000	VimpelCom Ltd., ADR		664,383		258,440

				50,376,051		68,564,676


		Transportation — 0.5%
	307,000	GATX Corp.		8,363,216		16,317,050
	4,000	Kansas City Southern		7,317		364,800
	46,000	Providence and Worcester Railroad Co.		710,155		797,640

				9,080,688		17,479,490


		Wireless Communications — 0.7%
	115,000	America Movil SAB de CV, Cl. L, ADR		351,471		2,450,650
	13,000	Millicom International Cellular SA		1,068,823		961,610
	40,000	Millicom International Cellular SA, SDR		3,559,608		2,950,596
	235,000	NTT DoCoMo Inc.		3,353,053		4,500,878
	20,000	Tim Participacoes SA, ADR		148,920		327,200
	58,000	T-Mobile US Inc.†		1,775,811		2,248,660
	180,289	United States Cellular Corp.†		8,787,251		6,791,487
	45,000	Vodafone Group plc, ADR		2,135,955		1,640,250

				21,180,892		21,871,331


		TOTAL COMMON STOCKS		1,363,034,762		3,340,850,956


		PREFERRED STOCKS — 0.0%
		Health Care — 0.0%
	31,580	The Phoenix Companies Inc., 7.450%		674,937		642,337


Shares			Cost		Market Value
		RIGHTS — 0.0%
		Health Care — 0.0%
	20,000	American Medical Alert Corp.†	$	0	$	200
	475,000	BioScrip Inc., expire 08/01/15†		0		0

				0		200


		TOTAL RIGHTS		0		200


		WARRANTS — 0.0%
		Energy and Utilities — 0.0%
	260,000	Kinder Morgan Inc., expire 05/25/17†		299,150		702,000


		Hotels and Gaming — 0.0%
	200,000	Indian Hotels Co. Ltd., expire 05/14/18(a)		329,280		287,000


		TOTAL WARRANTS		628,430		989,000


Principal Amount		Cost		Market Value
	U.S. GOVERNMENT OBLIGATIONS — 0.3%
$10,520,000	U.S. Treasury Bills, 0.000% to 0.090%††, 07/23/15 to 12/24/15	$	10,519,151	$	10,519,197


	TOTAL INVESTMENTS — 100.0%	$	1,374,857,280		3,353,001,690


	Other Assets and Liabilities (Net) — (0.0)%				(1,220,847	)


	NET ASSETS — 100.0%			$	3,351,780,843

(a)

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2015, the market value of the Rule 144A security amounted to $ 287,000 or 0.01% of net assets.

†	Non-income producing security.

††	Represents annualized yield at date of purchase.

ADR	American Depositary Receipt

GDR	Global Depositary Receipt

SDR	Swedish Depositary Receipt

Statement of Assets and Liabilities

June 30, 2015 (Unaudited)


Assets:
Investments, at value (cost $1,374,857,280)	$	3,353,001,690
Cash		11,990
Receivable for investments sold		3,076,001
Receivable for Fund shares sold		2,983,190
Dividends receivable		4,506,958
Prepaid expenses		72,675

Total Assets		3,363,652,504

Liabilities:
Foreign currency payable to custodian, at value (cost $18,987)		19,070
Payable for investments purchased		1,419,382
Payable for Fund shares redeemed		6,383,413
Payable for investment advisory fees		2,816,680
Payable for distribution fees		698,301
Payable for accounting fees		11,250
Other accrued expenses		523,565

Total Liabilities		11,871,661

Net Assets
(applicable to 50,779,559 shares outstanding)	$	3,351,780,843

Net Assets Consist of:
Paid-in capital	$	1,144,182,126
Accumulated net investment income		6,403,664
Accumulated net realized gain on investments and foreign currency transactions		223,058,735
Net unrealized appreciation on investments		1,978,144,410
Net unrealized depreciation on foreign currency translations		(8,092	)

Net Assets	$	3,351,780,843

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 ($2,749,356,583 ÷ 41,563,048 shares outstanding)		$66.15
Class A:
Net Asset Value and redemption price per share ($98,809,111 ÷ 1,505,567 shares outstanding)		$65.63
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)		$69.63
Class C:
Net Asset Value and offering price per share ($118,900,103 ÷ 1,896,560 shares outstanding)		$62.69	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($384,715,046 ÷ 5,814,384 shares outstanding)		$66.17

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

Statement of Operations

For the Six Months Ended June 30, 2015 (Unaudited)


Investment Income:
Dividends (net of foreign withholding taxes of $869,858)	$	30,663,777
Interest		1,190

Total Investment Income		30,664,967

Expenses:
Investment advisory fees		17,322,769
Distribution fees - Class AAA		3,546,598
Distribution fees - Class A		131,814
Distribution fees - Class C		613,112
Shareholder services fees		1,130,792
Custodian fees		206,545
Shareholder communications expenses		169,610
Trustees’ fees		93,249
Registration expenses		54,485
Legal and audit fees		39,975
Accounting fees		22,500
Interest expense		5,552
Miscellaneous expenses		91,607

Total Expenses		23,428,608

Less:
Expenses paid indirectly by broker (See Note 6)		(5,631	)

Net Expenses.		23,422,977

Net Investment Income		7,241,990

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		238,538,664
Net realized loss on foreign currency transactions		(31,644	)

Net realized gain/(loss) on investments and foreign currency transactions		238,507,020

Net change in unrealized appreciation/depreciation:
on investments		(204,327,426	)
on foreign currency translations		25,675

Net change in unrealized appreciation/depreciation on investments and foreign currency translations		(204,301,751	)

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		34,205,269

Net Increase in Net Assets Resulting from Operations	$	41,447,259

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

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. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

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

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt 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, 2015 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, 2015. 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, 2015, 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, 2015, 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. The Fund held no restricted securities as of June 30, 2015.

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.

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. Permanent differences were primarily due to tax equalization utilized during the year. These reclassifications have no impact on the NAV of the Fund.

The tax character of distributions paid during the year ended December 31, 2014 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.

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, 2015:

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, 2015 the Fund did not incur any income tax, interest, or penalties. As of June 30, 2015, 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.

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, 2015, other than short term securities and U.S. Government obligations, aggregated $74,421,090 and $384,032,370, respectively.

6. Transactions with Affiliates and Other Arrangements. During the six months ended June 30, 2015, the Fund paid brokerage commissions on security trades of $132,121 to G.research, Inc., an affiliate of the Adviser. Additionally, the Distributor retained a total of $18,517 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

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 broker arrangement during this period was $5,631.

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, 2015, 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 $987,000 under which it may borrow up to 1.15% 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 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would

be included in “Interest expense” in the Statement of Operations. At June 30, 2015, 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, 2015 was $245,972 with a weighted average interest rate of 1.15%. The maximum amount borrowed at any time during the six months ended June 30, 2015 was $8,738,000.

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 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, 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, 2015 and the year ended December 31, 2014, 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. 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 12, 2015, 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 fourth quartile of the funds in its category for the one year and three year periods and the second quartile 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 the 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.

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 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 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 reasonable 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.

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

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 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 Fund 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 Fund 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 Fund 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 Former 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.

GAB405Q215SR

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.


	Average Annual Returns through June 30, 2015 (a) (Unaudited)											Since
												Inception
		Six Months		1 Year		5 Year		10 Year		15 Year		(3/3/86)
Class AAA (GABAX)			1.16%		0.80%		15.49%		8.67%		7.64%	12.23%
S&P 500 Index			1.23		7.42		17.34		7.89		4.36	10.32(d)
Dow Jones Industrial Average			0.04		7.17		15.34		8.28		6.06	11.15(d)
Nasdaq Composite Index			5.99		14.59		20.27		10.47		2.51	9.25(d)
Class A (GATAX)			1.16		0.80		15.49		8.67		7.64	12.23
With sales charge (b)			(4.66)		(4.99)		14.14		8.03		7.22	11.99
Class C (GATCX)			0.77		0.05		14.64		7.86		7.03	11.90
With contingent deferred sales charge (c)			(0.23)		(0.95)		14.64		7.86		7.03	11.90
Class I (GABIX)			1.29		1.06		15.78		8.87		7.78	12.30
In the current prospectuses dated April 30, 2015, the expense ratios for Class AAA, A, C, and I Shares are 1.35%, 1.35%, 2.10%, and 1.10%, respectively. See page 15 for the expense ratios for the six months ended June 30, 2015. 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.


The Gabelli Asset Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from January 1, 2015 through June 30, 2015		Expense Table


	Six Months Ended June 30, 2015 (Unaudited)				Year Ended December 31, 2014
Operations:
Net investment income		$	7,241,990			$	10,264,132
Net realized gain/(loss) on investments and foreign currency transactions			238,507,020				168,126,750
Net change in unrealized appreciation/depreciation on investments and foreign currency translations			(204,301,751	)			(3,162,106	)

Net Increase in Net Assets Resulting from Operations			41,447,259				175,228,776

Distributions to Shareholders:
Net investment income
Class AAA			—				(7,793,167	)
Class A			—				(284,645	)
Class I			—				(1,943,556	)

			—				(10,021,368	)

Net realized gain
Class AAA			—				(131,714,250	)
Class A			—				(4,863,285	)
Class C			—				(5,760,680	)
Class I			—				(16,424,258	)

			—				(158,762,473	)


Total Distributions to Shareholders			—				(168,783,841	)


Shares of Beneficial Interest Transactions:
Class AAA			(293,803,142	)			(175,884,837	)
Class A			(12,954,418	)			(2,912,954	)
Class C			(7,701,817	)			21,621,114
Class I			2,634,163				96,899,371

Net Decrease in Net Assets from Shares of Beneficial Interest Transactions			(311,825,214	)			(60,277,306	)


Redemption Fees			3,490				4,604

Net Decrease in Net Assets.			(270,374,465	)			(53,827,767	)
Net Assets:
Beginning of year			3,622,155,308				3,675,983,075

End of period (including undistributed net investment income of $6,403,664 and $0, respectively)		$	3,351,780,843			$	3,622,155,308


			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
2015(c)		$65.39		$ 0.14		$ 0.62		$ 0.76	—	—	—	$0.00		$66.15		1.2%		$2,749,357	0.41%(d)	1.35%(d)(e)	2%
2014		65.31		0.19		3.04		3.23	$(0.17)	$(2.98)	$(3.15)	0.00		65.39		4.9		3,011,541	0.28	1.35	5
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
Class A
2015(c)		$64.88		$ 0.13		$ 0.62		$ 0.75	—	—	—	$0.00		$65.63		1.2%		$ 98,809	0.41%(d)	1.35%(d)(e)	2%
2014		64.82		0.19		3.02		3.21	$(0.17)	$(2.98)	$(3.15)	0.00		64.88		4.9		110,428	0.28	1.35	5
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
Class C
2015(c)		$62.21		$(0.10)		$ 0.58		$ 0.48	—	—	—	$0.00		$62.69		0.8%		$ 118,900	(0.33)%(d)	2.10%(d)(e)	2%
2014		62.58		(0.30)		2.91		2.61	—	$(2.98)	$(2.98)	0.00		62.21		4.1		125,548	(0.47)	2.10	5
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
Class I
2015(c)		$65.33		$ 0.22		$ 0.62		$ 0.84	—	—	—	$0.00		$66.17		1.3%		$ 384,715	0.68%(d)	1.10%(d)(e)	2%
2014		65.25		0.35		3.06		3.41	$(0.35)	$(2.98)	$(3.33)	0.00		65.33		5.2		374,638	0.52	1.10	5
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


Distributions paid from:
Ordinary income (inclusive of short term capital gains)	$	16,845,274
Net long term capital gains		151,938,567

Total distributions paid	$	168,783,841


Investment Company Act file number 811-04494

		The Gabelli Asset 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, 2015


	Valuation Inputs
	Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable Inputs			Total Market Value at 6/30/15
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Aerospace		$	53,279,083		$	464,380			—		$	53,743,463
Airlines			798,700			135,000			—			933,700
Consumer Products			148,092,411			—		$	30			148,092,441
Energy and Utilities			151,040,505			—			0			151,040,505
Manufactured Housing and Recreational Vehicles			2,502,780			409,000			—			2,911,780
Specialty Chemicals			61,314,815			6,050			—			61,320,865
Telecommunications			68,205,446			357,830			1,400			68,564,676
Other Industries (a)			2,854,243,526			—			—			2,854,243,526
Total Common Stocks			3,339,477,266			1,372,260			1,430			3,340,850,956
Preferred Stocks (a)			642,337			—			—			642,337
Rights (a)			—			—			200			200
Warrants (a)			702,000			287,000			—			989,000
U.S. Government Obligations			—			10,519,197			—			10,519,197


	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Investments	$	1,389,058,797	$	2,036,897,196	$	(72,954,303	)	$	1,963,942,893


	Six Months Ended
	June 30, 2015						Year Ended
	(Unaudited)						December 31, 2014
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		649,626		$	42,756,155			2,368,680		$	155,780,233
Shares issued upon reinvestment of distributions		—			—			2,006,968			132,961,681
Shares redeemed		(5,139,291	)		(336,559,297	)		(6,987,657	)		(464,626,751	)

Net decrease		(4,489,665	)	$	(293,803,142	)		(2,612,009	)	$	(175,884,837	)

Class A
Shares sold		132,414		$	8,632,284			456,487		$	29,838,398
Shares issued upon reinvestment of distributions		—			—			63,721			4,188,403
Shares redeemed		(328,922	)		(21,586,702	)		(556,902	)		(36,939,755	)

Net decrease		(196,508	)	$	(12,954,418	)		(36,694	)	$	(2,912,954	)

Class C
Shares sold		126,590		$	7,865,575			577,068		$	36,271,599
Shares issued upon reinvestment of distributions		—			—			68,953			4,346,098
Shares redeemed		(248,272	)		(15,567,392	)		(299,658	)		(18,996,583	)

Net increase/(decrease)		(121,682	)	$	(7,701,817	)		346,363		$	21,621,114

Class I
Shares sold		1,421,950		$	90,922,569			2,548,131		$	170,962,006
Shares issued upon reinvestment of distributions		—			—			248,099			16,419,180
Shares redeemed		(1,342,260	)		(88,288,406	)		(1,356,223	)		(90,481,815	)

Net increase		79,690		$	2,634,163			1,440,007		$	96,899,371


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