Gabelli Utilities Fund (GAUAX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-09397

The Gabelli Utilities 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, 2009

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.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

The Gabelli Utilities Fund

Semi-Annual Report
June 30, 2009

To Our Shareholders,

     During the second quarter of 2009, the net asset value (“NAV”) per Class AAA Share of The Gabelli Utilities Fund (the “Fund”) rose 13.3%, while the Standard & Poor’s (“S&P”) 500 Utilities Index was up 10.2% and the Lipper Utility Fund Average rose 13.3%. For the six month period ended June 30, 2009, the Fund was down 0.6% versus declines of 1.7% for the S&P 500 Utilities Index and an increase of 0.3% for the Lipper Utility Fund Average.

     Enclosed are the financial statements and the investment portfolio as of June 30, 2009.

Comparative Results

Average Annual Returns through June 30, 2009 (a)

																Since
				Year to												Inception
	Quarter			Date			1 Year			3 Year			5 Year			(8/31/99)
Gabelli Utilities Fund Class AAA		13.28	%		(0.61	)%		(17.22	)%		(0.97	)%		4.88	%		5.82	%
S&P 500 Utilities Index		10.18			(1.71	)		(28.22	)		(1.18	)		7.12			2.52
Lipper Utility Fund Average		13.25			0.27			(30.78	)		(2.36	)		5.91			2.86
Class A		13.41			(0.61	)		(17.16	)		(0.97	)		4.89			5.85
		6.89	(b)		(6.32	)(b)		(21.93	)(b)		(2.91	)(b)		3.66	(b)		5.21	(b)
Class B		13.06			(1.00	)		(17.80	)		(1.74	)		4.09			5.27
		8.06	(c)		(5.95	)(c)		(21.91	)(c)		(2.73	)(c)		3.74	(c)		5.27
Class C		13.18			(0.99	)		(17.80	)		(1.68	)		4.13			5.32
		12.18	(d)		(1.98	)(d)		(18.62	)(d)		(1.68	)		4.13			5.32
Class I		13.44			(0.45	)		(16.97	)		(0.87	)		4.95			5.85

In the current prospectus, the expense ratios for Class AAA, A, B, C, and I Shares are 1.43%, 1.43%, 2.18%, 2.18%, and 1.18%, respectively. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, 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 and 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. Performance returns for periods of less than one year are not annualized. 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. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.
	The values of utility stocks change as long-term interest rates change. Funds investing in a single sector, such as utilities, may be subject to more volatility than funds that invest more broadly. The utilities industry can be significantly affected by government regulation, financing difficulties, supply or demand of services or fuel, and natural resources conservation. The Class AAA Shares NAVs per share are used to calculate performance for the periods prior to the issuance of Class A Shares, Class B Shares, and Class C Shares on December 31, 2002 and Class I Shares on January 11, 2008. The actual performance of the Class B Shares and Class C Shares would have been lower due to the additional 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. The S&P 500 Utilities Index is an unmanaged indicator of electric and gas utility stock performance, while the Lipper Utility Fund Average reflects the average performance of mutual funds classified in this particular category. Dividends are considered reinvested.You cannot invest directly in an index.
(b)	Includes the effect of the maximum 5.75% sales charge at the beginning of the period.
(c)	Performance results include the deferred sales charges for the Class B Shares upon redemption at the end of the quarter, year to date, one year, three year, and five year periods of 5%, 5%, 5%, 3%, and 2%, respectively, of the Fund’s NAV per share at the time of purchase or sale, whichever is lower. Class B Shares are not available for new purchases.
(d)	Performance results include the deferred sales charges for the Class C Shares upon redemption at the end of the quarter, year to date, and one year periods of 1% of the Fund’s NAV per share at the time of purchase or sale, whichever is lower.

We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager’s commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds.

The Gabelli Utilities Fund
Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from January 1, 2009 through June 30, 2009 Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The Expense Table below illustrates your Fund’s costs in two ways:

Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case — because the hypothetical return used is not the Fund’s actual return — the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	01/01/09		06/30/09		Ratio			Period*
The Gabelli Utilities Fund
Actual Fund Return
Class AAA	$	1,000.00	$	993.90		1.48	%	$	7.32
Class A	$	1,000.00	$	993.90		1.48	%	$	7.32
Class B	$	1,000.00	$	990.00		2.23	%	$	11.00
Class C	$	1,000.00	$	990.10		2.23	%	$	11.00
Class I	$	1,000.00	$	995.50		1.24	%	$	6.14
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.46		1.48	%	$	7.40
Class A	$	1,000.00	$	1,017.46		1.48	%	$	7.40
Class B	$	1,000.00	$	1,013.74		2.23	%	$	11.13
Class C	$	1,000.00	$	1,013.74		2.23	%	$	11.13
Class I	$	1,000.00	$	1,018.65		1.24	%	$	6.21

* 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, then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of June 30, 2009:

The Gabelli Utilities Fund

Energy and Utilities	77.9	%
Communications	14.9	%
U.S. Government Obligations	4.0	%
Other	2.8	%
Other Assets and Liabilities (Net)	0.4	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended March 31, 2009. 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 1-800-SEC-0330.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30th, no later than August 31st of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

3

The Gabelli Utilities Fund
Schedule of Investments — June 30, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 95.3%
		ENERGY AND UTILITIES — 77.8%
		Energy and Utilities: Alternative Energy — 0.5%
	25,000	Ormat Industries Ltd.	$	206,385	$	203,817
	65,000	Ormat Technologies Inc.		2,248,006		2,620,150
				2,454,391		2,823,967
		Energy and Utilities: Electric Integrated — 43.0%
	245,000	Allegheny Energy Inc.		3,487,048		6,284,250
	50,000	ALLETE Inc.		1,803,487		1,437,500
	68,000	Alliant Energy Corp.		1,889,326		1,776,840
	140,000	Ameren Corp.		5,994,102		3,484,600
	240,000	American Electric Power Co. Inc.		8,992,610		6,933,600
	205,000	Avista Corp.		4,709,375		3,651,050
	262,000	Black Hills Corp.		8,095,530		6,023,380
	117,000	Central Vermont Public Service Corp.		2,273,579		2,117,700
	35,000	Cleco Corp.		721,890		784,700
	70,000	CMS Energy Corp.		465,536		845,600
	350,000	Constellation Energy Group Inc.		9,915,414		9,303,000
	135,000	Dominion Resources Inc.		5,630,031		4,511,700
	400,000	DPL Inc.		10,468,381		9,268,000
	6,000	DTE Energy Co.		240,835		192,000
	370,000	Duke Energy Corp.		5,723,387		5,398,300
	7,000	E.ON AG		426,855		247,661
	150,000	Edison International		4,025,055		4,719,000
	355,000	El Paso Electric Co.†		6,097,406		4,955,800
	185,000	Endesa SA		6,863,382		4,427,563
	3,000	Entergy Corp.		114,480		232,560
	55,000	FirstEnergy Corp.		2,143,013		2,131,250
	154,000	Florida Public Utilities Co.		1,811,743		2,160,620
	322,000	FPL Group Inc.		14,628,451		18,308,920
	765,000	Great Plains Energy Inc.		17,924,839		11,895,750
	390,000	Hawaiian Electric Industries Inc.		8,913,956		7,433,400
	273,000	Integrys Energy Group Inc.		13,562,649		8,187,270
	2,000	International Power plc		5,935		7,831
	400,000	LSI Corp.†		3,586,842		1,824,000
	68,000	Maine & Maritimes Corp.		2,001,609		2,363,000
	245,000	MGE Energy Inc.		7,943,987		8,219,750
	190,000	NiSource Inc.		4,122,731		2,215,400
	388,000	NorthWestern Corp.		11,329,554		8,830,880
	245,000	NRG Energy Inc.†		5,718,733		6,360,200
	275,000	OGE Energy Corp.		7,297,664		7,788,000
	147,000	Otter Tail Corp.		4,025,559		3,210,480
	40,000	PG&E Corp.		907,079		1,537,600
	170,000	Pinnacle West Capital Corp.		7,075,552		5,125,500
	1,000,000	PNM Resources Inc.		11,379,809		10,710,000
	46,000	PPL Corp.		1,030,117		1,516,160
	212,000	Progress Energy Inc.		9,355,188		8,019,960

					Market
Shares			Cost		Value
	120,000	Public Service Enterprise Group Inc.	$	3,256,810	$	3,915,600
	191,000	SCANA Corp.		7,605,370		6,201,770
	135,000	TECO Energy Inc.		2,330,376		1,610,550
	218,000	The Empire District Electric Co.		4,476,089		3,601,360
	240,000	The Southern Co.		8,350,234		7,478,400
	139,400	Unisource Energy Corp.		3,418,500		3,699,676
	55,000	Unitil Corp.		1,397,736		1,134,100
	310,000	Vectren Corp.		8,725,769		7,263,300
	725,000	Westar Energy Inc.		16,424,817		13,608,250
	230,000	Wisconsin Energy Corp.		9,370,267		9,363,300
	220,000	Xcel Energy Inc.		3,871,561		4,050,200
				291,930,248		256,367,281
		Energy and Utilities:
		Electric Transmission and Distribution — 7.6%
	260,000	CH Energy Group Inc.		12,084,624		12,142,000
	242,000	Consolidated Edison Inc.		10,856,466		9,055,640
	135,000	Exelon Corp.		8,132,280		6,913,350
	240,000	Northeast Utilities		4,958,196		5,354,400
	280,500	NSTAR		7,734,699		9,006,855
	110,000	Pepco Holdings Inc.		2,267,878		1,478,400
	26,000	Red Electrica Corporacion SA		1,201,272		1,174,838
	16,666	UIL Holdings Corp.		490,122		374,152
				47,725,537		45,499,635
		Energy and Utilities: Global Utilities — 4.5%
	4,000	Areva SA		1,690,915		2,331,776
	24,000	Chubu Electric Power Co. Inc.		574,288		555,561
	195,000	Electric Power Development Co. Ltd.		4,834,052		5,546,271
	300	Electricite de France		11,619		14,593
	182,400	Enel SpA		1,039,773		887,909
	4,000	Energias de Portugal SA, ADR		112,064		156,360
	100,000	Hera SpA		174,312		243,115
	22,000	Hokkaido Electric Power Co. Inc.		424,900		412,664
	24,400	Hokuriku Electric Power Co.		451,858		558,489
	92,000	Huaneng Power International Inc., ADR		2,871,273		2,582,440
	30,000	Iberdrola SA, ADR		1,306,186		945,600
	47,028	Iberdrola SA, London		598,809		380,008
	10,000	Iberdrola SA, Madrid		61,089		81,085
	215,000	Korea Electric Power Corp., ADR†		2,918,981		2,472,500
	50,000	Kyushu Electric Power Co. Inc.		1,083,114		1,076,971
	9,075	National Grid plc, ADR		398,259		410,462
	2,000	Niko Resources Ltd.		111,680		137,558
	24,000	Shikoku Electric Power Co. Inc.		473,574		717,496

See accompanying notes to financial statements.

4

The Gabelli Utilities Fund
Schedule of Investments (Continued) — June 30, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		ENERGY AND UTILITIES (Continued)
		Energy and Utilities: Global Utilities (Continued)
	2,000	Snam Rete Gas SpA	$	8,967	$	8,775
	24,000	The Chugoku Electric Power Co. Inc.		457,538		501,998
	130,000	The Kansai Electric Power Co. Inc.		2,659,660		2,874,345
	34,000	The Tokyo Electric Power Co. Inc.		847,546		875,279
	145,000	Tohoku Electric Power Co. Inc.		2,577,883		3,032,906
				25,688,340		26,804,161
		Energy and Utilities: Merchant Energy — 1.4%
	38,000	Mirant Corp.†		669,653		598,120
	40,000	Mirant Corp. — Old, Escrow† (a)		0		0
	15,000	Mirant Corp., Escrow† (a)		0		0
	650,000	The AES Corp.†		5,003,556		7,546,500
				5,673,209		8,144,620
		Energy and Utilities: Natural Gas Integrated — 10.0%
	1,000,000	El Paso Corp.		10,331,571		9,230,000
	21,000	Energen Corp.		271,496		837,900
	565,000	National Fuel Gas Co.		21,752,298		20,385,200
	240,000	ONEOK Inc.		6,451,172		7,077,600
	750,000	Southern Union Co.		14,375,068		13,792,500
	500,000	Spectra Energy Corp.		10,471,939		8,460,000
				63,653,544		59,783,200
		Energy and Utilities: Natural Gas Utilities — 4.3%
	5,000	Atlas America Inc.		94,600		89,350
	112,000	Atmos Energy Corp.		2,986,525		2,804,480
	121,000	Corning Natural Gas Corp.		1,962,899		2,087,250
	24,000	Delta Natural Gas Co. Inc.		565,856		540,480
	27,000	Enagas		749,656		530,849
	58,800	GDF Suez, Strips		0		82
	27,000	Nicor Inc.		889,090		934,740
	65,000	Piedmont Natural Gas Co. Inc.		1,571,813		1,567,150
	3,000	RGC Resources Inc.		84,860		76,500
	70,000	South Jersey Industries Inc.		1,982,945		2,442,300
	465,000	Southwest Gas Corp.		12,042,680		10,327,650
	130,000	The Laclede Group Inc.		4,092,439		4,306,900
				27,023,363		25,707,731
		Energy and Utilities: Natural Resources — 0.3%
	14,000	Alliance Holdings GP LP		276,626		268,660
	18,000	Compania de Minas Buenaventura SA, ADR		205,537		432,540
	34,000	Peabody Energy Corp.		1,131,945		1,025,440

					Market
Shares			Cost		Value
	25,000	Uranium One Inc.†	$	162,361	$	57,387
	50,000	Uranium Resources Inc.†		218,667		64,000
				1,995,136		1,848,027
		Energy and Utilities: Services — 2.4%
	275,000	ABB Ltd., ADR		3,696,759		4,339,500
	4,000	Cameron International Corp.†		68,850		113,200
	315,000	Halliburton Co.		8,453,870		6,520,500
	1,000	Pike Electric Corp.†		14,000		12,050
	45,000	Tenaris SA, ADR		1,707,611		1,216,800
	7,000	Transocean Ltd.†		506,743		520,030
	70,000	Weatherford International Ltd.†		1,216,284		1,369,200
				15,664,117		14,091,280
		Energy and Utilities: Water — 1.2%
	3,000	American States Water Co.		75,431		103,920
	90,000	American Water Works Co. Inc.		1,935,000		1,719,900
	54,000	Aqua America Inc.		1,164,374		966,600
	2,000	California Water Service Group		70,055		73,680
	3,000	Consolidated Water Co. Ltd.		54,031		47,550
	13,000	Middlesex Water Co.		224,475		187,850
	84,300	Pennichuck Corp.		1,818,153		1,922,040
	80,000	SJW Corp.		2,127,823		1,816,000
	7,727	United Utilities Group plc, ADR		217,129		127,109
	1,650	York Water Co.		20,543		25,295
				7,707,014		6,989,944
		Diversified Industrial — 1.1%
	17,000	Bouygues SA		896,910		639,143
	480,000	General Electric Co.		11,069,752		5,625,600
	18,000	Mueller Water Products Inc., Cl. A		219,408		67,320
				12,186,070		6,332,063
		Environmental Services — 0.0%
	8,250	Veolia Environnement		231,799		242,930
		Exchange Traded Funds — 1.5%
	100,000	Utilities HOLDRS Trust		11,159,913		9,098,000
		TOTAL ENERGY AND UTILITIES		513,092,681		463,732,839
		COMMUNICATIONS — 14.7%
		Cable and Satellite — 3.3%
	363,000	Cablevision Systems Corp., Cl. A		9,598,523		7,045,830
	80,000	Charter Communications Inc., Cl. A†		76,595		1,840

See accompanying notes to financial statements.

5

The Gabelli Utilities Fund
Schedule of Investments (Continued) — June 30, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		COMMUNICATIONS (Continued)
		Cable and Satellite (Continued)
	10,000	Cogeco Cable Inc.	$	207,213	$	243,477
	40,000	Cogeco Inc.		777,563		732,838
	103,000	DISH Network Corp., Cl. A†		1,775,282		1,669,630
	11,000	EchoStar Corp., Cl. A†		293,938		175,340
	125,000	Liberty Global Inc., Cl. A†		3,244,010		1,986,250
	10,000	Liberty Media Corp. — Entertainment, Cl. A†		188,754		267,500
	6,000	Mediacom Communications Corp., Cl. A†		35,001		30,660
	40,000	Rogers Communications Inc., Cl. B		572,504		1,030,000
	12,000	Shaw Communications Inc., Cl. B		148,195		202,320
	150,000	The DIRECTV Group Inc.†		3,384,782		3,706,500
	45,000	Time Warner Cable Inc.		1,177,233		1,425,150
	44,000	Tokyo Broadcasting System Holdings Inc.		1,065,798		692,417
	42,396	Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS SA		416,753		225,591
	4,700	Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS SA, ADR		67,445		24,581
				23,029,589		19,459,924
		Telecommunications — 7.7%
	245,000	AT&T Inc.		7,847,991		6,085,800
	180,000	BCE Inc.		4,798,691		3,718,800
	40,000	Belgacom SA		1,232,451		1,275,760
	35,000	CenturyTel Inc.		1,075,260		1,074,500
	558,400	Cincinnati Bell Inc.†		2,563,557		1,585,856
	390,000	Deutsche Telekom AG, ADR		6,598,480		4,602,000
	200	Hutchison Telecommunications International Ltd.		163		47
	600	Mobistar SA		47,203		36,968
	155,000	Nippon Telegraph & Telephone Corp.		7,701,061		6,307,157
	80,000	Nortel Networks Corp.†		94,880		3,488
	17,000	Orascom Telecom Holding SAE, GDR†		519,762		452,200
	39,000	Philippine Long Distance Telephone Co., ADR		2,017,704		1,939,080
	270,000	Portugal Telecom SGPS SA		3,223,551		2,640,419
	55,000	Portugal Telecom SGPS SA, ADR		561,247		537,350
	2,000	PT Indosat Tbk		1,061		975
	800,000	Sprint Nextel Corp.†		7,218,598		3,848,000
	600	Tele2 AB, Cl. B		8,180		6,059
	25,000	Telecom Italia SpA, ADR		468,136		344,000

					Market
Shares			Cost		Value
	3,566	Telefonica SA, ADR	$	207,436	$	242,096
	40,000	Telekom Austria AG		602,741		625,114
	75,000	Telephone & Data Systems Inc.		2,718,974		2,122,500
	15,000	Telephone & Data Systems Inc., Special		401,143		389,400
	44,000	tw telecom inc.†		756,456		451,880
	250,000	Verizon Communications Inc.		8,671,545		7,682,500
				59,336,271		45,971,949
		Wireless Communications — 3.7%
	15,000	America Movil SAB de CV, Cl. L, ADR		379,444		580,800
	42,000	China Mobile Ltd., ADR		1,465,056		2,103,360
	27,000	China Unicom Hong Kong Ltd., ADR		265,821		360,180
	30,000	Clearwire Corp., Cl. A†		412,320		165,900
	200	Hutchison Telecommunications Hong Kong Holdings Ltd.†		19		27
	54,000	Millicom International Cellular SA†		3,265,532		3,038,040
	2,600	Mobile TeleSystems OJSC, ADR		86,498		96,018
	180	MobileOne Ltd.		210		190
	4,200	NTT DoCoMo Inc.		6,581,169		6,156,018
	165,000	Price Communications Corp., Escrow† (a)		0		0
	35,000	SK Telecom Co. Ltd., ADR		706,403		530,250
	200	SmarTone Telecommunications Holdings Ltd.		207		123
	28,000	Turkcell Iletisim Hizmetleri A/S, ADR		361,372		388,080
	88,000	United States Cellular Corp.†		4,133,321		3,383,600
	252,000	Vimpel-Communications, ADR†		2,314,755		2,966,040
	135,000	Vodafone Group plc, ADR		3,724,995		2,631,150
				23,697,122		22,399,776
		TOTAL COMMUNICATIONS		106,062,982		87,831,649
		OTHER — 2.8%
		Aviation: Parts and Services — 1.5%
	1,500,000	Rolls-Royce Group plc†		11,409,377		8,921,081
	128,700,000	Rolls-Royce Group plc, Cl. C†		187,091		211,737
				11,596,468		9,132,818
		Building and Construction — 0.1%
	5,500	Acciona SA		1,221,676		675,897
		Business Services — 0.1%
	145,000	Clear Channel Outdoor Holdings Inc., Cl. A†		1,657,074		768,500

See accompanying notes to financial statements.

6

The Gabelli Utilities Fund
Schedule of Investments (Continued) — June 30, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		OTHER (Continued)
		Entertainment — 0.5%
	110,000	Vivendi	$	3,399,159	$	2,628,747
		Health Care — 0.1%
	12,000	TSUMURA & Co.		261,956		374,942
		Transportation — 0.5%
	125,000	GATX Corp.		4,265,950		3,215,000
		TOTAL OTHER		22,402,283		16,795,904
		TOTAL COMMON STOCKS		641,557,946		568,360,392
		CONVERTIBLE PREFERRED STOCKS — 0.2%
		ENERGY AND UTILITIES — 0.1%
		Energy and Utilities: Natural Gas Integrated — 0.1%
	800	El Paso Corp., 4.990% Cv. Pfd. (b)		758,731		631,280
		COMMUNICATIONS — 0.1%
		Telecommunications — 0.1%
	18,000	Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B		649,582		522,000
		TOTAL CONVERTIBLE PREFERRED STOCKS		1,408,313		1,153,280
		WARRANTS — 0.1%
		ENERGY AND UTILITIES — 0.0%
		Energy and Utilities: Merchant Energy — 0.0%
	3,480	Mirant Corp., Ser. A, expire 01/03/11†		33,641		5,116
	38,363	Mirant Corp., Ser. B, expire 01/03/11†		190,367		65,601
				224,008		70,717
		Energy and Utilities: Natural Gas Utilities — 0.0%
	56,700	Corning Natural Gas Corp., expire 08/17/11†		0		5,670
		TOTAL ENERGY AND UTILITIES		224,008		76,387
					Market
Shares			Cost		Value
		COMMUNICATIONS — 0.1%
		Telecommunications — 0.1%
	43,000	Bharti Airtel Ltd., expire 09/19/13† (b)	$	581,549	$	720,014
		TOTAL WARRANTS		805,557		796,401
Principal Amount
		U.S. GOVERNMENT OBLIGATIONS — 4.0%
$	24,041,000	U.S. Treasury Bills, 0.101% to 0.396%††, 07/02/09 to 12/03/09		24,028,316		24,030,773
		TOTAL INVESTMENTS — 99.6%	$	667,800,132		594,340,846
		Other Assets and Liabilities (Net) — 0.4%				2,295,970
		NET ASSETS — 100.0%			$	596,636,816

(a)	Security fair valued under procedures established by the Board of Trustees. The procedures may include reviewing available financial information about the company and reviewing the valuation of comparable securities and other factors on a regular basis. At June 30, 2009, the market value of fair valued securities amounted to $0 or 0.00% of net assets.
(b)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2009, the market value of Rule 144A securities amounted to $1,351,294 or 0.23% of net assets.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt
GDR	Global Depositary Receipt

See accompanying notes to financial statements.

7

The Gabelli Utilities Fund

Statement of Assets and Liabilities
June 30, 2009 (Unaudited)

Assets:
Investments, at value (cost $667,800,132)	$	594,340,846
Foreign currency, at value (cost $124,156)		126,450
Receivable for investments sold		263,091
Receivable for Fund shares sold		2,657,209
Unrealized appreciation on swap contracts		896
Dividends and interest receivable		1,697,373
Prepaid expenses		71,663
Total Assets		599,157,528
Liabilities:
Payable to custodian		2,933
Payable for investments purchased		346,290
Payable for Fund shares redeemed		1,102,815
Distributions payable		2,713
Payable for investment advisory fees		481,023
Payable for distribution fees		272,070
Payable for accounting fees		3,750
Payable for shareholder services fees		148,546
Other accrued expenses		160,572
Total Liabilities		2,520,712
Net Assets applicable to 103,282,155 shares outstanding	$	596,636,816
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	675,823,609
Accumulated distributions in excess of net investment income		(15,101	)
Accumulated net realized loss on investments, swap contracts, and foreign currency transactions		(5,719,555	)
Net unrealized depreciation on investments		(73,459,286	)
Net unrealized appreciation on swap contracts		896
Net unrealized appreciation on foreign currency translations		6,253
Net Assets	$	596,636,816
Shares of Beneficial Interest:
Class AAA:
Net Asset Value, offering, and redemption price per share ($131,502,851 ÷ 22,142,005 shares outstanding; unlimited number of shares authorized)	$	5.94
Class A:
Net Asset Value and redemption price per share ($203,813,365 ÷ 34,137,752 shares outstanding; unlimited number of shares authorized)	$	5.97
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	6.33
Class B:
Net Asset Value and offering price per share ($225,950 ÷ 40,985 shares outstanding; unlimited number of shares authorized)	$	5.51	(a)
Class C:
Net Asset Value and offering price per share ($252,420,772 ÷ 45,505,526 shares outstanding; unlimited number of shares authorized)	$	5.55	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($8,673,878 ÷ 1,455,887 shares outstanding; unlimited number of shares authorized)	$	5.96

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

Statement of Operations
For the Six Months Ended June 30, 2009 (Unaudited)

Investment Income:
Dividends (net of foreign taxes of $309,513)	$	13,159,376
Interest		117,647
Total Investment Income		13,277,023
Expenses:
Investment advisory fees		2,768,675
Distribution fees — Class AAA		149,222
Distribution fees — Class A		235,512
Distribution fees — Class B		1,086
Distribution fees — Class C		1,187,788
Shareholder services fees		342,859
Shareholder communications expenses		99,133
Custodian fees		59,972
Registration expenses		37,518
Legal and audit fees		26,205
Accounting fees		22,500
Trustees’ fees		20,736
Interest expense		7
Miscellaneous expenses		35,978
Total Expenses		4,987,191
Less:
Custodian fee credits		(4	)
Net Expenses		4,987,187
Net Investment Income		8,289,836
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency:
Net realized loss on investments		(1,281,250	)
Net realized gain on swap contracts		9,002
Net realized gain on foreign currency transactions		45,673
Net realized loss on investments, swap contracts, and foreign currency transactions		(1,226,575	)
Net change in unrealized appreciation/depreciation on investments		(13,287,735	)
Net change in unrealized appreciation/depreciation on swap contracts		(1,713	)
Net change in unrealized appreciation/depreciation on foreign currency translations		8,508
Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations		(13,280,940	)
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency		(14,507,515	)
Net Decrease in Net Assets Resulting from Operations	$	(6,217,679	)

See accompanying notes to financial statements.

8

The Gabelli Utilities Fund

Statement of Changes in Net Assets

	Six Months Ended
	June 30, 2009			Year Ended
	(Unaudited)			December 31, 2008
Operations:
Net investment income	$	8,289,836		$	10,663,107
Net realized loss on investments, swap contracts, and foreign currency transactions		(1,226,575	)		(2,344,126	)
Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations		(13,280,940	)		(168,722,331	)
Net Decrease in Net Assets Resulting from Operations		(6,217,679	)		(160,403,350	)
Distributions to Shareholders:
Net investment income
Class AAA		(1,763,120)	*		(2,088,307	)
Class A		(2,757,856)	*		(3,636,534	)
Class B		(3,459)	*		(4,728	)
Class C		(3,716,335)	*		(4,803,967	)
Class I		(119,887)	*		(33,465	)
		(8,360,657	)		(10,567,001	)
Net realized gain
Class AAA		—			(313,299	)
Class A		—			(545,574	)
Class B		—			(710	)
Class C		—			(720,719	)
Class I		—			(5,022	)
		—			(1,585,324	)
Return of capital
Class AAA		(7,052,480)	*		(12,360,158	)
Class A		(11,031,427)	*		(21,523,718	)
Class B		(13,834)	*		(27,983	)
Class C		(14,865,339)	*		(28,433,460	)
Class I		(479,549)	*		(198,070	)
		(33,442,629	)		(62,543,389	)
Total Distributions to Shareholders		(41,803,286	)		(74,695,714	)
Shares of Beneficial Interest Transactions:
Class AAA		17,348,534			7,935,944
Class A		17,175,247			22,719,949
Class B		4,000			3,039
Class C		17,996,219			47,278,222
Class I		1,981,047			7,560,758
Net Increase in Net Assets from Shares of Beneficial Interest Transactions		54,505,047			85,497,912
Redemption Fees		999			2,487
Net Increase/(Decrease) in Net Assets		6,485,081			(149,598,665	)
Net Assets:
Beginning of period		590,151,735			739,750,400
End of period (including undistributed net investment income of $0 and $55,720, respectively)	$	596,636,816		$	590,151,735

* Based on year to date book income. Amounts are subject to change and recharacterization at year end.

See accompanying notes to financial statements.

9

The Gabelli Utilities Fund
Financial Highlights

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

																																	Ratios to Average Net Assets/
			Income from Investment Operations								Distributions																						Supplemental Data
					Net
	Net Asset				Realized and			Total						Net												Net Asset					Net Assets					Operating			Operating
Period	Value,		Net		Unrealized			from			Net			Realized												Value,					End of		Net			Expenses			Expenses			Portfolio
Ended	Beginning		Investment		Gain (Loss) on			Investment			Investment			Gain on			Return of			Total			Redemption			End of		Total			Period		Investment			Net of			Before			Turnover
December 31	of Period		Income (a)		Investments			Operations			Income			Investments			Capital			Distributions			Fees (a)			Period		Return†			(in 000’s)		Income			Reimbursements			Reimbursements			Rate††
Class AAA
2009(b)	$	6.43	$	0.10	$	(0.17	)	$	(0.07	)	$	(0.08	)		—		$	(0.34	)	$	(0.42	)	$	0.00	(c)	$	5.94		(0.6	)%	$	131,503		3.31	%(d)		1.48	%(d)(e)		1.48	%(d)(e)		10	%
2008		9.08		0.15		(1.96	)		(1.81	)		(0.12	)	$	(0.02	)		(0.70	)		(0.84	)		0.00	(c)		6.43		(20.9	)		123,864		1.92			1.43	(e)		1.43	(e)		19
2007		9.16		0.16		0.60			0.76			(0.13	)		(0.27	)		(0.44	)		(0.84	)		(0.00	)(c)		9.08		8.6			161,930		1.78			1.42	(e)		1.41			19
2006		8.20		0.17		1.63			1.80			(0.16	)		(0.18	)		(0.50	)		(0.84	)		0.00	(c)		9.16		23.1			157,645		2.02			1.44			1.44			24
2005		8.36		0.15		0.53			0.68			(0.15	)		(0.09	)		(0.60	)		(0.84	)		0.00	(c)		8.20		8.4			124,437		1.79			1.50			1.50			18
2004		8.03		0.15		1.02			1.17			(0.13	)		(0.02	)		(0.69	)		(0.84	)		0.00	(c)		8.36		15.6			81,471		1.85			1.82			1.82	(f)		17
Class A
2009(b)	$	6.46	$	0.10	$	(0.17	)	$	(0.07	)	$	(0.08	)		—		$	(0.34	)	$	(0.42	)	$	0.00	(c)	$	5.97		(0.6	)%	$	203,813		3.31	%(d)		1.48	%(d)(e)		1.48	%(d)(e)		10	%
2008		9.12		0.15		(1.97	)		(1.82	)		(0.12	)	$	(0.02	)		(0.70	)		(0.84	)		0.00	(c)		6.46		(20.9	)		202,112		1.92			1.43	(e)		1.43	(e)		19
2007		9.19		0.16		0.61			0.77			(0.13	)		(0.27	)		(0.44	)		(0.84	)		(0.00	)(c)		9.12		8.7			261,468		1.78			1.42	(e)		1.41			19
2006		8.23		0.18		1.62			1.80			(0.16	)		(0.18	)		(0.50	)		(0.84	)		0.00	(c)		9.19		23.0			201,124		2.02			1.44			1.44			24
2005		8.38		0.16		0.53			0.69			(0.15	)		(0.09	)		(0.60	)		(0.84	)		0.00	(c)		8.23		8.5			81,869		1.88			1.50			1.50			18
2004	��	8.06		0.19		0.97			1.16			(0.11	)		(0.01	)		(0.72	)		(0.84	)		0.00	(c)		8.38		15.4			10,165		2.30			1.82			1.82	(f)		17
Class B
2009(b)	$	6.02	$	0.07	$	(0.16	)	$	(0.09	)	$	(0.08	)		—		$	(0.34	)	$	(0.42	)	$	0.00	(c)	$	5.51		(1.0	)%	$	226		2.55	%(d)		2.23	%(d)(e)		2.23	%(d)(e)		10	%
2008		8.63		0.09		(1.86	)		(1.77	)		(0.12	)	$	(0.02	)		(0.70	)		(0.84	)		0.00	(c)		6.02		(21.6	)		243		1.16			2.18	(e)		2.18	(e)		19
2007		8.80		0.09		0.58			0.67			(0.13	)		(0.27	)		(0.44	)		(0.84	)		(0.00	)(c)		8.63		7.9			343		1.02			2.17	(e)		2.16			19
2006		7.97		0.11		1.56			1.67			(0.12	)		(0.18	)		(0.54	)		(0.84	)		0.00	(c)		8.80		22.1			347		1.28			2.19			2.19			24
2005		8.20		0.08		0.53			0.61			(0.09	)		(0.09	)		(0.66	)		(0.84	)		0.00	(c)		7.97		7.6			331		1.01			2.25			2.25			18
2004		7.96		0.08		1.00			1.08			(0.08	)		(0.01	)		(0.75	)		(0.84	)		0.00	(c)		8.20		14.5			333		1.08			2.57			2.57	(f)		17
Class C
2009(b)	$	6.06	$	0.07	$	(0.16	)	$	(0.09	)	$	(0.08	)		—		$	(0.34	)	$	(0.42	)	$	0.00	(c)	$	5.55		(1.0	)%	$	252,421		2.56	%(d)		2.23	%(d)(e)		2.23	%(d)(e)		10	%
2008		8.67		0.09		(1.86	)		(1.77	)		(0.12	)	$	(0.02	)		(0.70	)		(0.84	)		0.00	(c)		6.06		(21.5	)		256,517		1.17			2.18	(e)		2.18	(e)		19
2007		8.84		0.09		0.58			0.67			(0.13	)		(0.27	)		(0.44	)		(0.84	)		(0.00	)(c)		8.67		7.8			316,009		1.04			2.17	(e)		2.16			19
2006		8.00		0.11		1.57			1.68			(0.12	)		(0.18	)		(0.54	)		(0.84	)		0.00	(c)		8.84		22.1			209,691		1.27			2.19			2.19			24
2005		8.23		0.09		0.52			0.61			(0.09	)		(0.09	)		(0.66	)		(0.84	)		0.00	(c)		8.00		7.6			94,118		1.14			2.25			2.25			18
2004		7.98		0.11		0.98			1.09			(0.06	)		(0.01	)		(0.77	)		(0.84	)		0.00	(c)		8.23		14.6			10,245		1.33			2.57			2.57	(f)		17
Class I
2009(b)	$	6.44	$	0.10	$	(0.16	)	$	(0.06	)	$	(0.08	)		—		$	(0.34	)	$	(0.42	)	$	0.00	(c)	$	5.96		(0.5	)%	$	8,674		3.59	%(d)(e)		1.24	%(d)(e)		1.24	%(d)(e)		10	%
2008(g)		8.94		0.16		(1.82	)		(1.66	)		(0.12	)	$	(0.02	)		(0.70	)		(0.84	)		0.00	(c)		6.44		(19.6	)		7,416		2.34	(d)(e)		1.18	(d)(e)		1.18	(d)(e)		19

†	Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the period and sold at the end of the period including reinvestment of distributions and does not reflect applicable sales charges. Total return for a period of less than a year is not annualized.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the years ended December 31, 2007, 2006, 2005, and 2004 would have been 47%, 37%, 33%, and 36%, respectively.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	For the six months ended June 30, 2009, unaudited.
(c)	Amount represents less than $0.005 per share.
(d)	Annualized.
(e)	The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits, the expense ratio for the year ended December 31, 2007 would have been 1.41% (Class AAA and Class A) and 2.16% (Class B and Class C). For the six months ended June 30, 2009 and the year ended December 31, 2008, the effect of custodian fee credits was minimal.
(f)	Under an expense deferral agreement with the Adviser, the Fund repaid the Adviser $66,719 during 2004, representing previously reimbursed expenses from the Adviser. During the year ended December 31, 2004, had such payment not been made, the expense ratio would have been 1.71%, 1.71%, 2.46%, and 2.46% for Class AAA, Class A, Class B, and Class C, respectively.
(g)	From the commencement of offering Class I Shares on January 11, 2008 through December 31, 2008.

See accompanying notes to financial statements.

10

The Gabelli Utilities Fund
Notes to Financial Statements (Unaudited)

1. Organization. The Gabelli Utilities Fund (the “Fund”) was organized on May 18, 1999 as a Delaware statutory 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 commenced operations on August 31, 1999. The Fund’s primary objective is to provide a high level of total return through a combination of capital appreciation and current income.

2. Significant Accounting Policies. The preparation of financial statements in accordance with United States (“U.S.”) generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the 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. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.

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 ADR 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.

Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”) clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described below:

• Level 1 — quoted prices in active markets for identical securities;

11

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 — significant unobservable inputs (including the Fund’s determinations as to the fair value of investments).

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 and other financial instruments by inputs used to value the Fund’s investments as of June 30, 2009 is, as follows:

	Valuation Inputs
			Level 2 — Other
	Level 1 —		Significant		Level 3 — Significant		Total Market Value
	Quoted Prices		Observable Inputs		Unobservable Inputs		at 6/30/09
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks
ENERGY AND UTILITIES
Energy and Utilities: Merchant Energy	$	8,144,620		—	$	0	$	8,144,620
Other Industries (a)		455,588,219		—		—		455,588,219
COMMUNICATIONS
Wireless Communications		22,399,776		—		0		22,399,776
Other Industries (a)		65,431,873		—		—		65,431,873
OTHER
Aviation: Parts and Services		8,921,081	$	211,737		—		9,132,818
Other Industries (a)		7,663,086		—		—		7,663,086
Total Common Stocks		568,148,655		211,737		0		568,360,392
Convertible Preferred Stocks (a)		1,153,280		—		—		1,153,280
Warrants
ENERGY AND UTILITIES
Other Industries (a)		76,387		—		—		76,387
COMMUNICATIONS
Telecommunications		—		720,014		—		720,014
Total Warrants		76,387		720,014		—		796,401
U.S. Government Obligations		—		24,030,773		—		24,030,773
TOTAL INVESTMENTS IN SECURITIES	$	569,378,322	$	24,962,524	$	0	$	594,340,846
OTHER FINANCIAL INSTRUMENTS:
ASSETS (Unrealized Appreciation): *
Contract for Difference Swap	$	—	$	896	$	—	$	896

(a)	Security and industry classifications for these categories are detailed in the Schedule of Investments.
*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, and swaps, which are valued at the unrealized appreciation/depreciation of the investment.

Derivative Financial Instruments.

The Fund may invest in various derivative financial instruments and engage in various portfolio investment strategies for the purpose 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. Losses may arise if the value of the contract decreases due to an unfavorable change in the price of the underlying security or if the counterparty does not perform its duties under the contract. Investing in certain derivative financial instruments entails certain execution, market, liquidity, hedging, and tax risks. Participation in the options or

12

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

futures markets and in currency exchange transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. If the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate, the consequences to the Fund may leave the Fund in a worse position than if it had not used such strategies.

The Fund is subject to equity price risk and foreign currency exchange rate risk in the normal course of pursuing its investment objectives by investing in various derivative financial instruments, as described below.

     Swap Agreements. The Fund may enter into equity and contract for difference swap transactions for the purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a swap, a set of future cash flows are exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. There is no assurance that the swap contract counterparties will be able to meet their obligations pursuant to the swap contracts, or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to the swap contracts. The creditworthiness of the swap contract counterparties is closely monitored in order to minimize the risk. Depending on the general state of short-term interest rates and the returns of the Fund’s portfolio securities at that point in time, such a default could negatively affect the Fund’s ability to make dividend payments. In addition, at the time a swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund’s ability to make dividend payments.

The use of derivative instruments involves, to varying degrees, elements of market and counterparty risk in excess of the amount recognized below.

Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements.

The Fund has entered into an equity contract for difference swap agreement with The Goldman Sachs Group, Inc. Details of the swap at June 30, 2009 are as follows:

Notional	Equity Security	Interest Rate/	Termination	Net Unrealized
Amount	Received	Equity Security Paid	Date	Appreciation
	Market Value	Overnight LIBOR plus 90 bps plus
	Appreciation on:	Market Value Depreciation on:
$85,204 (22,000 Shares)	International Power plc	International Power plc	6/25/10	$	896

     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

13

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

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. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At June 30, 2009, there were no open forward foreign exchange contracts.

Repurchase Agreements. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System, or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At June 30, 2009, there were no open repurchase agreements.

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 the 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 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 ability 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 those of securities of comparable U.S. issuers.

14

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

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 and Illiquid Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal or contractual restrictions. The sale of illiquid 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.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain or 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 which are recorded as soon as the Fund is informed of the dividend.

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

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

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee of 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations.

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 U.S. generally accepted accounting principles. 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 made in excess of current earnings and profits on a tax basis are treated as a non-taxable return of capital. Distributions from net investment

15

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

income include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.

The tax character of distributions paid during the year ended December 31, 2008 was as follows:

Distributions paid from:
Ordinary income
(inclusive of short-term capital gains)	$	10,567,001
Net long-term capital gains		1,585,324
Return of capital		62,543,389
Total distributions paid	$	74,695,714

Since January 2000, the Fund has had a fixed distribution policy. Under the policy, the Fund declares and pays monthly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the year. Pursuant to this policy, distributions during the year are made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long-term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability to pass through to shareholders all of its net realized long-term capital gains as a Capital Gain Dividend, subject to the maximum federal income tax rate of 15%, and may cause such gains to be treated as ordinary income subject to a maximum federal income tax rate of 35%. The Fund continues to evaluate its distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. The current annualized rate is $0.84 per share.

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 following summarizes the tax cost of investments, swap contracts, and the related unrealized appreciation/depreciation at June 30, 2009:

			Gross		Gross			Net Unrealized
			Unrealized		Unrealized			Appreciation/
	Cost		Appreciation		Depreciation			Depreciation
Investments	$	670,093,501	$	25,819,281	$	(101,571,936	)	$	(75,752,655	)
Swap contracts		—		896		—			896
	$	670,093,501	$	25,820,177	$	(101,571,936	)	$	(75,751,759	)

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (current and prior three tax years) and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

16

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

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 to be an affiliated person an annual retainer of $3,000 plus $1,000 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 $1,000. 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. Gabelli & Company, Inc. (“Gabelli & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, 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 for the six months ended June 30, 2009, other than short-term securities and U.S. Government obligations, aggregated $52,816,739 and $27,324,658, respectively.

Sales of U.S. Government obligations for the six months ended June 30, 2009, other than short-term obligations aggregated $28,143,415.

6. Transactions with Affiliates. During the six months ended June 30, 2009, the Fund paid brokerage commissions on security trades of $100,951 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it retained $229,628 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the six months ended June 30, 2009, the Fund paid or accrued $22,500 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 100 basis points or the sum of Fed Funds plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended June 30, 2009, there were no borrowings under the line of credit.

17

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

8. Shares of Beneficial Interest. The Fund currently offers five classes of shares — Class AAA Shares, Class A Shares, Class B 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 Gabelli & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares approximately eight years after the original purchase. The applicable CDSC is equal to a declining percentage of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Company. Class I Shares were first issued on January 11, 2008.

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. The redemption fees retained by the Fund during the six months ended June 30, 2009 and the year ended December 31, 2008 amounted to $999 and $2,487, respectively.

The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of distributions, (ii) the redemption was initiated by the Fund, (iii) the shares were purchased through programs that collect the redemption fee at the program level and remit them to the Fund, or (iv) the shares were purchased through programs that the Adviser determines to have appropriate anti-short-term trading policies in place or as to which the Adviser has received assurances that look-through redemption fee procedures or effective anti-short-term trading policies and procedures are in place.

18

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

Transactions in shares of beneficial interest were as follows:

	Six Months Ended
	June 30, 2009						Year Ended
	(Unaudited)						December 31, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		5,185,361		$	30,228,997			7,485,201		$	54,692,572
Shares issued upon reinvestment of distributions		1,172,099			6,684,235			1,447,640			10,884,722
Shares redeemed		(3,475,911	)		(19,564,698	)		(7,498,231	)		(57,641,350	)
Net increase		2,881,549		$	17,348,534			1,434,610		$	7,935,944
	Class A						Class A
Shares sold		5,510,186		$	32,088,391			9,529,572		$	74,506,509
Shares issued upon reinvestment of distributions		1,140,308			6,537,814			1,661,474			12,625,283
Shares redeemed		(3,789,912	)		(21,450,958	)		(8,573,955	)		(64,411,843	)
Net increase		2,860,582		$	17,175,247			2,617,091		$	22,719,949
	Class B						Class B
Shares sold		—			—			650		$	3,976
Shares issued upon reinvestment of distributions		597		$	4,010			456			3,205
Shares redeemed		(2	)		(10	)		(470	)		(4,142	)
Net increase		595		$	4,000			636		$	3,039
	Class C						Class C
Shares sold		4,990,163		$	27,445,320			10,624,623		$	80,311,588
Shares issued upon reinvestment of distributions		2,085,567			11,157,329			2,948,363			21,067,976
Shares redeemed		(3,916,125	)		(20,606,430	)		(7,663,671	)		(54,101,342	)
Net increase		3,159,605		$	17,996,219			5,909,315		$	47,278,222
	Class I						Class I*
Shares sold		566,099		$	3,433,979			1,200,472		$	7,881,142
Shares issued upon reinvestment of distributions		90,120			506,878			12,707			95,199
Shares redeemed		(351,623	)		(1,959,810	)		(61,888	)		(415,583	)
Net increase		304,596		$	1,981,047			1,151,291		$	7,560,758

* From commencement of offering Class I Shares on January 11, 2008.

9. Concentration Risks. The Fund invests a high percentage of its assets in the utilities sector. As a result, the Fund may be more susceptible to economic, political, and regulatory developments, positive or negative, and may experience increased volatility to the Fund’s NAV and a magnified effect in its total return.

10. 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 and expects the risk of loss to be remote.

19

The Gabelli Utilities Fund
Notes to Financial Statements (Continued) (Unaudited)

11. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. In the settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act, and Rule 17d-1 thereunder, and had aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC’s findings and allegations, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan being developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO fund complex including the Fund. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Fund or the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

12. Subsequent Events. Management has evaluated the impact of all subsequent events on the Fund through August 26, 2009, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

20

The Gabelli Utilities Fund

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

At its meeting on May 19, 2009, 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 supervisory, administrative, shareholder, and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and longer-term performance of the Fund since inception against a peer group of utilities funds and against the customized peer group selected by Lipper. The Independent Board Members noted that the Fund’s performance was within the top third of its peer groups in medium-term and longer-term performance and was ranked as the number one fund of its peer group in short-term performance. The Independent Board Members also noted that performance had been good on an absolute basis and that the Fund had suffered in comparative rankings due to its more intensive focus on smaller capitalization companies.

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 a charge. The Independent Board Members also noted that a substantial portion of the Fund’s portfolio transactions were executed by an affiliated broker, that the affiliated broker received distribution fees, and minor amounts of sales commissions, and that the Adviser received a moderate amount of soft dollar benefits through the Fund’s portfolio brokerage.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale.

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

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 utilities funds and the customized Lipper group and noted that the advisory fee includes substantially all administrative services of the Fund as well as the investment advisory services of the Adviser. The Independent Board Members noted that the Fund’s expense ratios were above average and the Fund’s size was average within these groups. The Independent Board Members were presented with, but did not consider to be material to their decision, various information comparing the advisory fee to the fee for other types of accounts managed by the Adviser.

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

21

Gabelli/GAMCO Funds and Your Personal Privacy

Who are we?

The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC or Teton Advisors, Inc., which are affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory or brokerage services for a variety of clients. Teton Advisors, Inc. is a publicly held company that provides investment advisory services to the GAMCO Westwood Funds.

What kind of non-public information do we collect about you if you become a shareholder?

If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is:

• Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

• Information about your transactions with us, any transactions with our affiliates, and transactions with the entities we hire to provide services to you. This would include information about the shares that you buy or redeem. If we hire someone else to provide services—like a transfer agent—we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

GABELLI FAMILY OF FUNDS

VALUE

Gabelli Asset Fund

Seeks to invest primarily in a diversified portfolio of common stocks selling at significant discounts to their private market value. The Fund’s primary objective is growth of capital. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

Gabelli Blue Chip Value Fund

Seeks long term growth of capital through investment primarily in the common stocks of established companies which are temporarily out of favor. The fund’s objective is to identify a catalyst or sequence of events that will return the company to a higher value. (Multiclass)

Portfolio Manager: Barbara Marcin, CFA

GAMCO Westwood Equity Fund

Seeks to invest primarily in the common stock of well seasoned companies that have recently reported positive earnings surprises and are trading below Westwood’s proprietary growth rate estimates. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Susan M. Byrne

FOCUSED VALUE

Gabelli Value Fund

Seeks to invest in securities of companies believed to be undervalued. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

SMALL CAP VALUE

Gabelli Small Cap Fund

Seeks to invest primarily in common stock of smaller companies (market capitalizations at the time of investment of $2 billion or less) believed to have rapid revenue and earnings growth potential. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

GAMCO Westwood SmallCap Equity Fund

Seeks to invest primarily in smaller capitalization equity securities — market caps of $2.5 billion or less. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Portfolio Manager: Nicholas F. Galluccio

Gabelli Woodland Small Cap Value Fund

Seeks to invest primarily in the common stocks of smaller companies (market capitalizations generally less than $3.0 billion) believed to be undervalued with shareholder oriented management teams that are employing strategies to grow the company’s value. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Elizabeth M. Lilly, CFA

GROWTH

GAMCO Growth Fund

Seeks to invest primarily in large cap stocks believed to have favorable, yet undervalued, prospects for earnings growth. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Howard F. Ward, CFA

GAMCO International Growth Fund

Seeks to invest in the equity securities of foreign issuers with long-term capital appreciation potential. The Fund offers investors global diversification. (Multiclass)

Portfolio Manager: Caesar Bryan

AGGRESSIVE GROWTH

GAMCO Global Growth Fund

Seeks capital appreciation through a disciplined investment program focusing on the globalization and interactivity of the world’s marketplace. The Fund invests in companies at the forefront of accelerated growth. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed

MICRO-CAP

GAMCO Westwood Mighty Mites^SM Fund

Seeks to invest in micro-cap companies that have market capitalizations of $300 million or less. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Team Managed

EQUITY INCOME

Gabelli Equity Income Fund

Seeks to invest primarily in equity securities with above average market yields. The Fund pays monthly dividends and seeks a high level of total return with an emphasis on income. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

GAMCO Westwood Balanced Fund

Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The Fund’s primary objective is both capital appreciation and current income. (Multiclass)

Co-Portfolio Managers: Susan M. Byrne      
Mark Freeman, CFA

GAMCO Westwood Income Fund

Seeks to provide a high level of current income as well as long-term capital appreciation by investing in income producing equity and fixed income securities. (Multiclass)

Portfolio Manager: Barbara Marcin, CFA

SPECIALTY EQUITY

GAMCO Global Convertible Securities Fund

Seeks to invest principally in bonds and preferred stocks which are convertible into common stock of foreign and domestic companies. The Fund’s primary objective is total return through a combination of current income and capital appreciation. (Multiclass)

Team Managed

GAMCO Global Opportunity Fund

Seeks to invest in common stock of companies which have rapid growth in revenues and earnings and potential for above average capital appreciation or are undervalued. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed

Gabelli SRI Green Fund

Seeks to invest in common and preferred stocks meeting guidelines for social responsibility (avoiding defense contractors and manufacturers of alcohol, abortifacients, gaming, and tobacco products) and sustainability (companies engaged in climate change, energy security and independence, natural resource shortages, organic living, and urbanization). The Fund’s primary objective is capital appreciation. (Multiclass)

Co-Portfolio Managers: Christopher C. Desmarais
John M. Segrich, CFA        

SECTOR

GAMCO Global Telecommunications Fund

Seeks to invest in telecommunications companies throughout the world — targeting undervalued companies with strong earnings and cash flow dynamics. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed

GAMCO Gold Fund

Seeks to invest in a global portfolio of equity securities of gold mining and related companies. The Fund’s objective is long-term capital appreciation. Investment in gold stocks is considered speculative and is affected by a variety of worldwide economic, financial, and political factors. (Multiclass)

Portfolio Manager: Caesar Bryan

Gabelli Utilities Fund

Seeks to provide a high level of total return through a combination of capital appreciation and current income. (Multiclass)

Team Managed

MERGER AND ARBITRAGE

Gabelli ABC Fund

Seeks to invest in securities with attractive opportunities for appreciation or investment income. The Fund’s primary objective is total return in various market conditions without excessive risk of capital loss. (No-load)

Portfolio Manager: Mario J. Gabelli, CFA

Gabelli Enterprise Mergers and Acquisitions Fund

Seeks to invest in securities believed to be likely acquisition targets within 12-18 months or in arbitrage transactions of publicly announced mergers or other corporate reorganizations. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

CONTRARIAN

GAMCO Mathers Fund

Seeks long-term capital appreciation in various market conditions without excessive risk of capital loss. (No-load)

Portfolio Manager: Henry Van der Eb, CFA

Comstock Capital Value Fund

Seeks capital appreciation and current income. The Fund may use either long or short positions to achieve its objective. (Multiclass)

Portfolio Manager: Martin Weiner, CFA

FIXED INCOME

GAMCO Westwood Intermediate Bond Fund

Seeks to invest in a diversified portfolio of bonds with various maturities. The Fund’s primary objective is total return. (Multiclass)

Portfolio Manager: Mark Freeman, CFA

CASH MANAGEMENT-MONEY MARKET

Gabelli U.S. Treasury Money Market Fund

Seeks to invest exclusively in short-term U.S. Treasury securities. The Fund’s primary objective is to provide high current income consistent with the preservation of principal and liquidity. (No-load)

Co-Portfolio Managers: Judith A. Raneri
Ronald S. Eaker

An investment in the above Money Market Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Funds may invest in foreign securities which involve risks not ordinarily associated with investments in domestic issues, including currency fluctuation, economic, and political risks.

To receive a prospectus, call 800-GABELLI (422-3554). Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.

The
Gabelli Utilities Fund

SEMI ANNUAL REPORT
JUNE 30, 2009

The Gabelli Utilities Fund
One Corporate Center
Rye, New York 10580-1422
800-GABELLI
800-422-3554
fax: 914-921-5118
website: www.gabelli.com
e-mail: info@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.

Vincent D. Enright
Former Senior Vice
President and Chief
Financial Officer
KeySpan Corp.

Mary E. Hauck
Former Senior Portfolio
Manager Gabelli-O’Connor
Fixed Income Mutual Fund
Management Co.

Werner J. Roeder, MD
Medical Director
Lawrence Hospital

Officers

Bruce N. Alpert
President

Peter D. Goldstein
Chief Compliance Officer

Agnes Mullady
Secretary and Treasurer

Distributor
Gabelli & Company, Inc.

Custodian, Transfer Agent, and Dividend 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 Utilities Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.GAB470Q209SR

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.

SIGNATURES

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

(registrant)      The Gabelli Utilities Fund

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

Date 9/1/09

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

Date 9/1/09

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

Date 9/1/09

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