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The Gabelli Asset Fund Second Quarter 2014 Shareholder Commentary

Vera Yuan

Vera Yuan

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To Our Shareholders,

For the quarter ended June 30, 2014, the net asset value (“NAV”) per Class AAA Share of The Gabelli Asset Fund increased 4.3% compared with an increase of 5.2% for the Standard & Poor’s (“S&P”) 500 Index. See page 2 for additional performance information.

The Economy

The second quarter of 2014 offered its share of surprises: first quarter GDP was revised to –2.9%, ten year U.S. Treasury rates declined to 2.5% after ending 2013 at 3.0%, tensions worsened in Ukraine, and the previously little known group ISIS executed a lightning fast takeover of much of oil rich northern Iraq. Perhaps the biggest surprise, however, was that in the face of these dynamics, the S&P 500 marched up over 5%. Clearly, the market is looking at other variables. Job growth continues to improve and the housing market is showing pockets of strength, but neither to the extent that would cause the Federal Reserve to accelerate the withdrawal of stimulus; interest rates are likely to remain historically low well into 2015.

The market has also been heartened by a surge in mergers and acquisitions (M&A), as quarterly global transaction volumes more than doubled year-over-year, exceeding $1 trillion for the first time since 1998. Several years ago, we noted that we expected a “Fifth Wave” of post-World War II M&A, fueled by low interest rates and a dearth of organic growth opportunities. Two additional ingredients – rising corporate confidence and the pursuit of tax domiciles outside of the U.S. – have recently swelled that wave. We believe that a virtuous cycle of more deals and awakening animal spirits has been set into motion, which should extend the M&A trend into the foreseeable future.

As we have written in the past, the level and trajectory of interest rates and inflation are likely to have the biggest impact on future M&A and the stock market. Spurring the economy to outgrow an eventual normalization of rates is the needle that central banks around the world must thread. There are certainly many obstacles to achieving this goal, including geopolitical instability. The price of oil, often a barometer of global tensions, rose substantially in the quarter and is a factor we monitor carefully, as it could snuff the global recovery.

Activists All Around

While Russian President Vladimir Putin and Federal Reserve Chair Janet Yellen have been active in their respective spheres, we concern ourselves here with the rising tide of so-called shareholder activists. Tracing their history to the conglomerateurs of the 1970’s and raiders of the 1980’s, today’s activists tend to be more institutionalized, even partnering with other corporations, as Valeant Pharmaceuticals did recently with Pershing Square in a bid for Allergan (0.1% of net assets as of June 30, 2014). Often seen among the varied goals of activists are changes in capital structure, corporate transactions (e.g. a sale or spin-off) and improved governance or operations. The toolbox used to pursue these measures includes a combination of public relations and proxy contests.

We take a nuanced view as to the long term impact of these campaigns – it depends on the target, the objectives, and the activist. Although we would not consider ourselves activist investors, your Advisor issued a Magna Carta of Shareholder Rights in 1988 which states: “We are neither for nor against management. We are for shareholders.” The document goes on to list a number of governance policies we favor (e.g. cumulative voting, golden parachutes, one share/one vote) and oppose (e.g. poison pills, super dilutive option plans). Unlike many of today’s headline grabbing activists, we do not typically enter a situation seeking change. However, if we believe a company in which we have invested is harming its shareholders, we will be tireless in protecting (y)our interests.

Deals, Deals, and More Deals

The Fund was a significant beneficiary of deal activity in the second quarter. Suntory’s (less than 0.1% of net assets as of June 30, 2014) acquisition of Beam for $83.50 per share, announced in January, closed in April. Beam was the global distilled spirits business that resulted from the October 2011 split-up of Fortune Brands and Fortune Brands Home & Security (0.2%). The product of another split-up, Hillshire Brands (0.9%), from the result of Sara Lee’s separation of its meats and coffee units, became the subject of a bidding war in the quarter, with Tyson’s (less than 0.1%) agreeing to pay $63.00 per share. Covidien (0.1%), itself a result of Tyco’s original 2007 breakup, agreed to be acquired by Medtronic, which sought, among other things, Covidien’s domicile in Ireland. Finally, on the heels of Comcast’s (0.7%) acquisition of Time Warner Cable (0.3%), AT&T (less than 0.1%) agreed to acquire DIRECTV (1.7%) for $95 per share in cash and stock. We had long believed a telecom operator would covet DIRECTV’s premium brand and customer base. We believe the continued strong pace of financial engineering will facilitate more deal activity in the future.

Let’s Talk Stocks

The following are stock specifics on selected holdings of the Fund. Favorable earnings prospects do not necessarily translate into higher stock prices, but they do express a positive trend that we believe will develop over time. Individual securities mentioned are not necessarily representative of the entire portfolio. For the following holdings, the percentage of net assets and their share prices are presented as of June 30, 2014.

AMETEK Inc. (AME) (1.7% of net assets as of June 30, 2014) (AME - $52.28 - NYSE) is a leading global manufacturer of analytical instruments for the process, aerospace, and industrial markets, and a leading producer of electric motors and blowers for the floor care and outdoor power equipment markets. In the near term, the company continues to experience significant growth in its longer cycle businesses in the aerospace, power generation, and process industries. Longer term, the company continues to make acquisitions to augment growth. In the Electronic Instruments Group, AMETEK expects one half to two thirds of its revenue growth to come from acquisitions. The company is focused on acquiring differentiated businesses with revenues of $30-$100 million. Differentiated businesses compete on the basis of product capability, have higher growth rates, and offer superior returns. In the Electromechanical Group, AMETEK’s key strategy is to reduce costs by increasing efficiency and moving noncore operations to low cost countries such as Mexico, the Czech Republic, and China.

Brown-Forman Corp. (BF.A, BF.B) (1.6%) (BF/A - $92.34 - NYSE; BF/B - $94.17) is a leading international distilled spirits producer. Distilled spirits is an advantaged category that enjoys high margins, low capital requirements, strong free cash flow generation and good pricing power. The company’s renowned global brands include Jack Daniel’s Tennessee whiskey, Southern Comfort, Finlandia vodka, Woodford Reserve bourbon, and el Jimador and Herradura tequilas. Jack Daniel’s is one of the world’s most valuable spirits brands, enjoying strong growth both in the U.S. and internationally as consumers increasingly choose to drink American whiskies. The company grew net sales by 6% and earnings per share by 11% in fiscal 2014, and expects continued strong growth (6% - 8% top line, 9% - 11% bottom line) in fiscal 2015. In addition to strong financial prospects near and medium term, Brown-Forman may at some point be a takeover candidate in this increasingly consolidating industry.

Chemtura Corp. (CHMT) (0.1%) (CHMT - $26.13 - NYSE) is a global developer, manufacturer, and marketer of engineered specialty chemicals. Its products are used as additives, ingredients, or intermediates serving major industries such as agriculture (being sold), building and construction, energy, electrical and electronics, transportation, and general industrial. Since its emergence from Chapter 11 in November 2010 under the leadership of Craig Rogerson, the management team has focused on actively managing its portfolio via investments in three vertical markets (transportation, electronics and energy, and agriculture), while monetizing businesses with below-target long term potential. Management announced the sale of AgroSolutions to Platform Specialty Products (PAH) for $950 million in cash and two million shares of PAH worth $53 million at today’s price of $26.65 for a total consideration of $1 billion, which is at the low end of our expectations of $1 - $1.1 billion. The transaction is expected to close before year-end and will generate net proceeds estimated at $690 million which will be used for share repurchase, including the monetization of PAH within one year of closing and net of debt reduction of $200 million. Combined with the net proceeds from the sale of Consumer Products, we estimate that Chemtura will repurchase approximately 33 million shares, lowering its outstanding shares to 65 million by year-end 2015. Investments in the remaining businesses and potential bolt-on acquisitions will be financed with cash flow from operations. The remaining operations, Industrial Performance Products (petroleum additives and urethanes), and Industrial Engineered Products (bromine and flame retardants and organometallics) are expected to grow revenues via innovations, share gain, and geographic expansion, while the bottom line will benefit from internal actions. In addition, market demand for flame retardants used in electronics and insulation foam applications is showing signs of improvement. We estimate that the “new Chemtura” (exclusive of consumer and agriculture) will generate EPS of $1.45 and $1.85 in 2015 and 2016, respectively. The EPS calculation is based on the already mentioned decline in the shares outstanding. We calculate PMVs of $31 and $40 for 2015 and 2016, respectively.

Dana Holding Corp. (DAN) (0.4%) (DAN - $24.42 - NYSE) is a Maumee, Ohio based supplier of axles, drivelines, and thermal products for the automotive and trucking industries. Dana’s new CEO, Roger Wood, has begun to emphasize the company’s strong technological expertise in thermal management technology, including advanced battery cooling products for next generation vehicles. Additionally, the company is beginning to reap the benefits of efforts to improve customer pricing as well as internal manufacturing efficiencies, both of which are expected to improve margins amid robust demand in the company’s core auto and trucking markets.

Davide Campari-Milano SpA (MIL:CPR) (0.2%) (CPR - $8.65 - ITALY-MILAN) is a leading beverage company headquartered in Sesto San Giovanni, Italy. The company was founded in 1860, and today is the sixth largest player worldwide in the premium spirits industry. The company’s portfolio consists of over fifty brands and spans spirits (the core business), wines, and soft drinks. The company owns many niche brands including Aperol, Appleton, Campari, Cinzano, SKYY Vodka, and Wild Turkey. Campari’s growth strategy aims to combine organic growth through strong brand building with shareholder value enhancing acquisitions, focusing on strong, niche brands that will enhance the company’s critical mass in key markets. In June, 2014, the company acquired Forty Creek Distillery, a leading producer of Canadian whisky, as well as Fratelli Averna S.p.A., owner of the leading Italian bitters brand Averna.

Diebold Inc. (DBD) (0.3%) (DBD - $40.17 - NYSE) is a global leader in the manufacturing and servicing of ATM machines. It also provides security systems and services, primarily to the financial, commercial, government, and retail markets worldwide. In June 2013, Diebold appointed former Hewlett-Packard (0.2%) and Siemens executive Andy Mattes as its new CEO to lead a restructuring and turnaround of its operations. Andy, along with newly recruited leaders, has shown early signs of success, reducing the size of the workforce, freeing up working capital, and moving to standardize business practices globally to drive efficient operations. Returning margins to historical and peer levels should enable substantial upside for Diebold. At the same time, Diebold is positioning itself to benefit from a wave of global bank branch automation, whereby high tech ATMs capable of handling advanced transactions replace tellers. Diebold is also focused on higher margin growth opportunities including the servicing of ATMs, a broader commercial security presence across verticals, and software as a service (SAAS). Altogether, we see Diebold as capable of doubling earnings over the next four years, while continuing to support a strong dividend.

DIRECTV (DTV) (1.7%) (DTV - $85.01 - NASDAQ) is the largest pay TV provider in the world, with over twenty million subscribers in the U.S. and over twelve million throughout Latin America. Originally part of General Motors, DTV used its technological advantage, focus on high income customers, recognition of the necessity for superior customer service, and clever (Sunday Ticket) participation in exclusive sports programming to cement its position in the U.S. The company used essentially the same strategy in Latin America, where it is benefiting from the growth of the middle class in countries such as Brazil and Colombia. Atop a superior operating business, DTV has layered a capital structure that maximizes equity returns. The company has used modest leverage to repurchase stock, in the process cutting its shares outstanding by more than half over the last five years. Long of interest to its telecom distribution partners, AT&T agreed to acquire the company in April 2014 for $95 per share in cash and stock. We expect the transaction to be approved and close early in 2015.

Genuine Parts Co. (GPC) (1.2%) (GPC - $87.80 - NYSE) is an Atlanta based distributor of automotive and industrial replacement parts, office products, and electrical and electronic components. We expect GPC’s well known NAPA Auto Parts group to benefit as an aged vehicle population, which includes the highest percentage of off warranty vehicles in history, helps drive sales of automotive aftermarket products over the next several years. Additionally, economic indicators remain supportive of the company’s industrial and electrical parts distribution businesses amid steady economic expansion. Finally, GPC’s management has shown consistent dedication to shareholder value via share repurchases and dividend increases.

Hillshire Brands Co. (HSH) (0.9%) (HSH - $62.30 - NYSE), formerly the Sara Lee Corp., completed the spin-off of D.E Master Blenders 1753 and paid a $3 cash dividend to shareholders on June 28, 2012. As a result, shareholders received one share of the North American meat company, renamed Hillshire Brands (HSH), which subsequently underwent a reverse split of 1-for-5. Hillshire Brands is a concentrated meat and bakery business in the U.S., generating an estimated $4 billion of revenue. It is the leading player in categories such as protein breakfast, breakfast sausages, and hot dogs under the Jimmy Dean, Hillshire Farm, and Ball Park brands. On July 2, 2014, following a bidding war between Tyson Foods and Pilgrim’s Pride and the termination of the Hillshire agreement to acquire Pinnacle Foods, which was previously announced on May 12, 2014, Hillshire announced it agreed to be acquired by Tyson Foods for $63 per share in cash. The transaction is expected to be completed by the end of September 2014.

Rolls-Royce Holding PLC (LSE:RR.) (1.0%) (RR - $18.29 - U.K.-LONDON) provides jet engines, power and propulsion systems, and services to commercial aviation, defense, marine, oil and gas, and other industries. RR has leading engine positions as the sole supplier on the Airbus A350 and one of two suppliers on the Boeing 787 Dreamliner, two new wide body programs with healthy backlogs to be delivered over the next decade. A re- engining of the A330 could extend one of Rolls’ most profitable engine programs. Engine deliveries lead to recurring, higher margin parts and service revenues, which benefit the company more than twenty years after new engines are delivered. In year-end 2013 results, Rolls-Royce surprised investors with 2014 guidance that called for a marked falloff in defense revenues and slower than expected improvement in civil aerospace margins. Notwithstanding near-term headwinds, we believe that over the next decade RR will see substantial growth in its civil aerospace operations, accompanied by improved margins approaching the levels of its peers. Recent portfolio changes have been positive, including the announced two billion GBP acquisition of Daimler’s 50% interest in Rolls-Royce Power Systems and the one billion sale of the energy aero-derivative gas turbine business to Siemens. The company’s modest debt levels provide balance sheet optionality for additional investments.

Ryman Hospitality Properties Inc. (RHP) (less than 0.1%) (RHP - $48.15 - NYSE) is a Nashville, Tennessee based REIT that owns convention hotels in Nashville, Tennessee; Orlando, Florida; Dallas, Texas; and Washington, D.C. Other assets include the iconic Opryland, the famous Ryman Auditorium, the General Jackson Showboat, Gaylord Springs Golf Links, and Nashville based radio station WSM-AM. RHP recommended changes to property manager Marriott, which included deploying additional sales staff at the property and regional sales office levels and educating and incentivising Marriott’s sales team to highlight the uniqueness and complexity of the Gaylord properties. These changes are showing early traction in the form of strong bookings. The company also continues to see robust transient room night production, benefiting from Marriott’s strong distribution system. Finally, as the leading country music entertainment brand, a potential spin-off of the Opry segment, including the Grand Ole Opry, also remains a significant catalyst for RHP shares.

Time Warner Cable Inc. (TWC) (0.3%) (TWC - $147.30 - NYSE) is the second largest cable operator in the U.S., with 11 million subscribers located primarily in New York City, Los Angeles, the Carolinas, and the Midwest. The company was spun-off from Time Warner in March 2009. After several strong years of growth and shareholder returns, the company encountered customer service and competitive challenges in late 2012 which left it vulnerable to takeover. Indeed, Charter Communications (less than 0.1%), backed by Liberty Media (0.7%), attempted on several occasions to acquire the company in 2013. Finally in February 2014, Comcast (0.7%), the largest cable operator in the U.S., agreed to acquire TWC in an all stock transaction. Charter subsequently agreed to effectively split TWC with Comcast, making it a better transaction for all involved. While the proposed deals have been criticized in the press, we expect it to close early in 2015.

Twenty-First Century Fox Inc. (FOXA) (2.2%) (FOXA - $35.15 - NASDAQ; FOX - $34.23) is a diversified media company, with operations in cable network television, television broadcasting, filmed entertainment, and direct broadcast satellite television. Cable networks account for 66% of the company’s EBITDA and benefit from contractually recurring affiliate fees and exposure to the fast-growing global pay television market. We also expect the company to benefit from rising demand for premium content, driven by emerging distribution platforms such as Netflix, retransmission revenue, and aggressive share repurchases.

UnitedHealth Group Inc. (UHS) (0.2%) (UNH - $81.75 - NYSE) is the largest and most diverse health care company in the United States. United insures over forty million people around the world, but also provides over $40 billion worth of technology, pharmacy benefits management, and other care services through its Optum division. The company has successfully navigated the changes required by the Affordable Care Act and is winning new business in state Medicaid programs and in a limited number of state exchanges. UnitedHealth is also finding new growth internationally, especially in Brazil where the company now serves over four million people.

Vivendi SA (0.4%) (VIV) (VIV - $24.47 - NYSE) is a French media and telecommunications holding company in the late stages of a decade long transition. In April 2014, the company announced it had reached an agreement to sell its French wireless operation, SFR, to French cable operator Numericable. Over the last year, the company also sold most of its 62% stake in Activision Blizzard and reached an agreement to sell its entire 53% stake in Maroc Telecom SA. After closing the SFR sale in early 2015, Vivendi will be a more focused media firm, consisting of Canal+ (a Francophone focused pay television network owner and distributor), Universal Music Group (UMG), the number one recording music company and number two music publishing entity in the world, and GVT, a fast growing Brazilian broadband and pay television provider. We expect GVT to eventually be sold and would not dismiss the possibility of a breakup of Canal+ and UMG. While operating conditions have been challenging in most of Vivendi’s businesses, it appears their trajectory is finally turning more positive and should be supported by a healthier balance sheet after the SFR, Activision and Maroc disposals.

Xylem Inc. (XYL) (0.8%) (XYL - $39.08 - NYSE) is a global leader in the design, manufacturing, and application of highly engineered technologies for the transportation, treatment, and testing of water. The company is expected to benefit from favorable long term fundamentals in the water industry driven by scarcity, population growth, aging of the infrastructure, and the need to improve water quality. Further, with a large installed base of pumps and systems, the company is well positioned to increase aftermarket revenue, which currently represents roughly 40% of total revenues. Xylem’s attractive business mix also generates strong cash flow, which is expected to support acquisitions, debt service, and dividend growth. The company recently appointed a new CEO, Patrick Decker, who has experience in the water industry and is looking to expand geographically as well as sustainably improve operating performance.

Investment Scorecard

The top contributors to performance for Q2 were Hillshire Brands (HSH) (+67%) and DIRECTV (DTV) (+11%), each the targets of deals as discussed above. Energizer Holdings (ENR) (0.9%) (+22%) rose sharply after it announced it would separate its battery and personal care businesses, leaving each, in our view, potentially attractive acquisition targets. Reflecting an increase in oil prices, Weatherford (WFT) (0.5%) (+32%), ConocoPhillips (COP) (0.7%) (+23%), and Chevron (CVX) (0.9%) (+11%) were strong, though the Fund’s relative underweighting of the energy sector detracted from performance versus the benchmark.

Detractors from performance included AMC Networks (AMCX) (0.6%) (–16%) and Discovery Communications (DISCA) (0.7%) (–10%), both of which suffered from concerns about network ratings, advertising and recent international acquisitions. We continue to view Discovery, effectively controlled by John Malone, as a top shelf operator and AMC Networks, controlled by the Dolan family, as a possible acquisition candidate.

Conclusion

Global economic conditions appear to be improving, but we were reminded in the second quarter how volatile the world can be. The push and pull between interest rates and economic growth is likely to dominate stock market returns for the foreseeable future. In this environment, we continue to utilize our Private Market Value (PMV) with a CatalystTM approach to select stocks that offer attractive risk adjusted returns. The increase in shareholder activity is a more prominent catalyst, as it has in several cases accelerated corporate actions that we had previously identified. No matter the impetus, we believe we are well positioned for a robust M&A environment.

July 14, 2014

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