Gabelli Utilities Fund (GAUAX) N-CSR Certified 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:   December 31, 2013

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 Annual Report — December 31, 2013   Mario J. Gabelli, CFA Portfolio Manager

To Our Shareholders,

For the year ended December 31, 2013, the net asset value (“NAV”) per Class AAA Share of The Gabelli Utilities Fund increased 20.2% compared with an increase of 13.2% for the Standard & Poor’s (“S&P”) 500 Utilities Index. See page 3 for additional performance information.

Enclosed are the schedule of investments and financial statements as of December 31, 2013.

Performance Discussion (Unaudited)

The S&P 500 Utilities Index provided a 13% total return in 2013 versus a 32% total return for the S&P 500 Index. While utility stocks significantly underperformed the market, the return was above the 8%-10% annual total return generally expected, which was notable considering rising interest rates. The ten and thirty year Treasury yields rose 3.03% and 3.96%, respectively, from 1.76% and 2.95%, respectively. Utility stock performance was aided by the overall market as well as solid fundamentals, but hampered by investor preference for growth and cyclical stocks over defensive stocks and rising interest rates. Higher employment rates, stronger GDP growth, and recovering housing markets aided the U.S. economic recovery. Additionally, legislation passed on January 3, 2013 helped to resolve the uncertainty surrounding dividend tax rates.

The fundamentals of the utility sector remain strong, including strong balance sheets, positive credit outlooks, and increasingly constructive state public utility commissions regulation. The utilities sector continues to be supported by low natural gas prices and low interest rates. Both are major contributors in allowing significant infrastructure investment with minimal customer bill impact. Utility stocks often appear to be more sensitive to interest rates than other stocks because the variables impacting changes in utility revenues, expenses, etc. are less sensitive to other factors. However, utility stocks pay higher dividends than other sectors and thus their cash flows are less impacted by changes in interest rates. Finally, utility returns are set by state public utility commissions and will increase as interest rates rise.

Our investments in regulated companies have primarily, though not exclusively, focused on fundamentally sound, reasonably priced, mid cap and small cap utilities that are likely acquisition targets for large utilities seeking increased bulk. We prefer utilities that operate in more constructive regulatory environments, possess lower carbon footprints, and/or access to strategic geographies. We favor utilities with pending transmission line developments, and we focus on natural gas pipelines and storage operators as a way to take advantage of the growing demand for natural gas in the U.S.

Some of our better performing stocks during 2013 were National Fuel Gas Co. (5.3% of net assets as of December 31, 2013), a diversified natural gas company that serves the region around Buffalo, NY, with pipelines that move gas between the Midwest and Canada and from the Marcellus to the Northeast, and an oil and gas exploration and production business. Energy Transfer Equity LP (1.9%), which owns and operates one of the

largest and most diversified portfolios of energy assets in the U.S.; and NextEra Energy Inc. (3.0%), which engages in the generation, transmission, distribution, and sale of electric energy in the U.S. and Canada. Some of our weaker performing stocks were Sony Corp. (0.3%), designer and manufacturer of electronic equipment, instruments, and devices; FirstEnergy Corp. (0.7%), a diversified energy holding company, engaging in the generation, transmission, and distribution of electricity in the U.S.; and Cincinnati Bell Inc. (0.4%), a telecommunications and technology services company.

We appreciate your confidence and trust.

Sincerely yours,

Bruce N. Alpert

President

February 11, 2014

2

Comparative Results

Average Annual Returns through December 31, 2013 (a) (Unaudited)										Since
										Inception
	1 Year			5 Year			10 Year			(8/31/99)
Class AAA (GABUX)		20.15	%		12.05	%		8.87	%		8.21	%
S&P 500 Utilities Index		13.21			10.17			9.23			5.34
S&P 500 Index		32.39			17.94			7.41			4.32
Lipper Utility Fund Average		19.90			13.57			10.45			6.30
Class A (GAUAX)		20.16			12.07			8.87			8.24
With sales charge (b)		13.25			10.76			8.23			7.79
Class C (GAUCX)		19.48			11.24			8.07			7.61
With contingent deferred sales charge (c)		18.48			11.24			8.07			7.61
Class I (GAUIX)		20.38			12.33			9.02			8.31

In the current prospectuses dated April 30, 2013, the expense ratios for Class AAA, A, C, and I Shares are 1.39%, 1.39%, 2.14%, and 1.14%, respectively. See page 13 for the expense ratios for the year ended December 31, 2013. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A and Class C Shares is 5.75% and 1.00%, respectively.

(a) Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, reinvestment of distributions, and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Returns would have been lower had Gabelli Funds, LLC (the “Adviser”) not reimbursed certain expenses of the Fund for periods prior to December 31, 2002. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit our website at www.gabelli.com. The value of utility stocks generally changes 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 Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2002 and Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares. The S&P 500 Utilities Index is an unmanaged market capitalization weighted index of large capitalization stocks that may include facilities generation and transmission or distribution of electricity, gas, or water. The S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Lipper 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) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.

(c) Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI UTILITIES FUND (CLASS AAA SHARES), S&P 500 UTILITIES INDEX, AND LIPPER UTILITY FUND AVERAGE (Unaudited)

* Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

The Gabelli Utilities Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from July 1, 2013 through December 31, 2013	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. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended December 31, 2013.

	Beginning	Ending	Annualized	Expenses
	Account Value	Account Value	Expense	Paid During
	07/01/13	12/31/13	Ratio	Period*
The Gabelli Utilities Fund
Actual Fund Return
Class AAA	$1,000.00	$1,103.20	1.36%	$  7.21
Class A	$1,000.00	$1,104.10	1.36%	$  7.21
Class C	$1,000.00	$1,100.00	2.11%	$11.17
Class I	$1,000.00	$1,104.90	1.11%	$  5.89
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.35	1.36%	$  6.92
Class A	$1,000.00	$1,018.35	1.36%	$  6.92
Class C	$1,000.00	$1,014.57	2.11%	$10.71
Class I	$1,000.00	$1,019.61	1.11%	$  5.65

* 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 (184 days), then divided by 365.

4

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of December 31, 2013:

The Gabelli Utilities Fund

Energy and Utilities	60.9%
Communications	19.8%
U.S. Government Obligations	12.2%
Other	7.2%
Other Assets and Liabilities (Net)	(0.1)%
	100.0%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554).The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

Proxy Voting

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

5

The Gabelli Utilities Fund

Schedule of Investments — December 31, 2013

Shares			Cost		Market Value
		COMMON STOCKS — 87.7%
		ENERGY AND UTILITIES — 60.7%
		Alternative Energy — 0.1%
	290,000	Algonquin Power & Utilities Corp.	$	1,419,384	$	2,003,860
	26,000	Ormat Industries Ltd.		196,547		178,151
	65,000	Ormat Technologies Inc.		1,686,047		1,768,650
				3,301,978		3,950,661
		Electric Integrated — 28.5%
	343,000	ALLETE Inc.		12,552,203		17,108,840
	100,000	Alliant Energy Corp.		3,410,794		5,160,000
	706,000	Ameren Corp.		22,281,270		25,528,960
	20,000	American DG Energy Inc.†		32,051		34,000
	1,050,000	American Electric Power Co. Inc.		40,708,080		49,077,000
	7,000	Atlantic Power Corp.†		112,388		24,448
	250,000	Avista Corp.		5,740,248		7,047,500
	800,000	Black Hills Corp.		23,092,364		42,008,000
	10,000	Calpine Corp.†		191,698		195,100
	35,000	Cleco Corp.		721,890		1,631,700
	60,000	CMS Energy Corp.		402,675		1,606,200
	240,000	Dominion Resources Inc.		10,106,393		15,525,600
	5,000	DTE Energy Co.		196,215		331,950
	485,000	Duke Energy Corp.		25,372,849		33,469,850
	1,155,000	Edison International		40,792,952		53,476,500
	795,000	El Paso Electric Co.		17,400,080		27,912,450
	1,000	Entergy Corp.		72,134		63,270
	970,000	Exelon Corp.		34,997,754		26,568,300
	610,000	FirstEnergy Corp.		19,961,811		20,117,800
	80,000	Fortis Inc.		2,575,455		2,293,245
	1,520,000	Great Plains Energy Inc.		31,788,218		36,844,800
	1,140,000	Hawaiian Electric Industries Inc.		27,758,219		29,708,400
	40,000	IDACORP Inc.		1,593,753		2,073,600
	298,000	Integrys Energy Group Inc.		14,768,630		16,214,180
	27,000	ITC Holdings Corp.		1,977,769		2,587,140
	227,000	MGE Energy Inc.		7,387,450		13,143,300
	1,085,000	NextEra Energy Inc.		55,370,463		92,897,700
	245,000	NiSource Inc.		5,350,252		8,055,600
	804,000	NorthWestern Corp.		23,490,432		34,829,280
	716,000	OGE Energy Corp.		10,636,541		24,272,400
	585,000	Otter Tail Corp.		13,553,669		17,122,950
	143,000	Pepco Holdings Inc.		2,876,373		2,735,590
	117,550	PG&E Corp.		4,159,370		4,734,914
	355,000	Pinnacle West Capital Corp.		14,784,308		18,786,600
	1,620,000	PNM Resources Inc.		20,054,951		39,074,400
	75,000	PPL Corp.		1,872,001		2,256,750
	200,000	Public Service Enterprise Group Inc.		5,794,479		6,408,000
	685,000	SCANA Corp.		27,347,922		32,147,050
	1,393,000	TECO Energy Inc.		25,153,462		24,015,320

Shares			Cost		Market Value
	420,062	The Empire District Electric Co.	$	8,589,531	$	9,531,207
	553,000	The Southern Co.		20,659,354		22,733,830
	38,000	Unitil Corp.		936,401		1,158,620
	230,000	UNS Energy Corp.		6,948,625		13,765,500
	535,000	Vectren Corp.		14,946,781		18,992,500
	960,000	Westar Energy Inc.		22,814,126		30,883,200
	700,000	Wisconsin Energy Corp.		17,192,016		28,938,000
	355,000	Xcel Energy Inc.		7,458,110		9,918,700
				655,984,510		873,010,244
		Electric Transmission and Distribution — 2.4%
	490,000	Consolidated Edison Inc.		24,392,943		27,087,200
	1,075,000	Northeast Utilities		25,846,536		45,569,250
	19,000	UIL Holdings Corp.		577,439		736,250
				50,816,918		73,392,700
		Global Utilities — 2.2%
	11,000	AES Tiete SA, Preference		154,630		89,007
	28,000	Chubu Electric Power Co. Inc.		520,531		361,333
	26,000	E.ON SE		783,776		479,832
	12,004	EDF SA		268,995		424,161
	5,000	EDP - Energias de Portugal SA, ADR		134,159		182,850
	200,000	Electric Power Development Co. Ltd.		4,991,198		5,820,910
	12,000	Eletropaulo Metropolitana Eletricidade de Sao Paulo SA, Preference		187,106		47,608
	190,000	Emera Inc.		4,704,398		5,467,922
	35,000	Enagas SA		916,226		914,603
	210,000	Endesa SA†		5,408,752		6,731,325
	260,000	Enel SpA		1,403,049		1,135,287
	2,000	EuroSite Power Inc.†		1,300		1,500
	400,000	Hera SpA		769,574		907,965
	65,000	Hokkaido Electric Power Co. Inc.†		1,162,872		746,225
	35,000	Hokuriku Electric Power Co.		621,814		474,266
	185,000	Huaneng Power International Inc., ADR		4,990,614		6,706,250
	65,000	Iberdrola SA, ADR		2,214,421		1,660,750
	50,192	Iberdrola SA, London†		617,879		319,699
	55,048	Iberdrola SA, Madrid		328,591		351,008
	405,000	Korea Electric Power Corp., ADR†		5,392,840		6,727,050
	60,000	Kyushu Electric Power Co. Inc.†		1,121,628		764,600
	17,000	National Grid plc, ADR		768,389		1,110,440
	3,000	Niko Resources Ltd.†		24,611		7,173
	6,000	Noble Energy Inc.		280,577		408,660
	98,000	Red Electrica Corporacion SA		4,640,856		6,538,726
	24,000	Shikoku Electric Power Co. Inc.†		473,574		358,940

See accompanying notes to financial statements.

6

The Gabelli Utilities Fund

Schedule of Investments (Continued) — December 31, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		ENERGY AND UTILITIES (Continued)
		Global Utilities (Continued)
	2,000	Snam SpA	$	8,967	$	11,187
	210,000	Statoil ASA		5,087,900		5,089,608
	690,000	Talisman Energy Inc.		11,485,515		8,038,500
	24,000	The Chugoku Electric Power Co. Inc.		457,538		372,842
	170,000	The Kansai Electric Power Co. Inc.†		3,488,508		1,951,667
	55,000	The Tokyo Electric Power Co. Inc.†		208,402		270,012
	165,000	Tohoku Electric Power Co. Inc.†		2,880,398		1,853,528
				66,499,588		66,325,434
		Merchant Energy — 1.9%
	40,000	GenOn Energy Inc. - Old, Escrow†		0		0
	15,000	GenOn Energy Inc., Escrow†		0		0
	214,000	NRG Energy Inc.		5,115,605		6,146,080
	3,650,000	The AES Corp.		43,244,225		52,961,500
				48,359,830		59,107,580
		Natural Gas Integrated — 11.6%
	44,000	Apache Corp.		3,990,299		3,781,360
	20,000	Atlas Energy LP		485,626		937,000
	60,000	Devon Energy Corp.		3,694,641		3,712,200
	21,000	Energen Corp.		271,496		1,485,750
	729,000	Energy Transfer Equity LP		18,236,049		59,588,460
	156,000	Hess Corp.		9,456,090		12,948,000
	840,000	Kinder Morgan Inc.		23,846,558		30,240,000
	2,269,000	National Fuel Gas Co.		117,272,893		162,006,600
	315,011	Northwest Natural Gas Co.		14,428,525		13,488,771
	578,000	ONEOK Inc.		9,580,721		35,940,040
	600,000	Spectra Energy Corp.		13,136,488		21,372,000
	220,000	UGI Corp.		6,778,832		9,121,200
				221,178,218		354,621,381
		Natural Gas Utilities — 5.3%
	126,000	AGL Resources Inc.		4,911,976		5,950,980
	95,000	Atmos Energy Corp.		2,618,586		4,314,900
	86,000	CenterPoint Energy Inc.		1,624,843		1,993,480
	40,000	Chesapeake Utilities Corp.		1,175,326		2,400,800
	1,266,396	CONSOL Energy Inc.		48,693,731		48,173,704
	325,032	Corning Natural Gas Holding Co.(a)		3,701,652		5,964,337
	152,000	Delta Natural Gas Co. Inc.		2,230,382		3,401,760
	60,000	Gulf Coast Ultra Deep Royalty Trust†		104,998		124,800
	6,000	New Jersey Resources Corp.		273,528		277,440
	72,000	Piedmont Natural Gas Co. Inc.		1,793,795		2,387,520

Shares			Cost		Market Value
	48,000	Questar Corp.	$	853,212	$	1,103,520
	44,000	RGC Resources Inc.		701,712		839,520
	70,000	South Jersey Industries Inc.		1,982,945		3,917,200
	1,160,000	Southwest Gas Corp.		37,197,054		64,855,600
	280,000	The Laclede Group Inc.		9,700,479		12,751,200
	95,000	WGL Holdings Inc.		3,819,028		3,805,700
				121,383,247		162,262,461
		Natural Resources — 2.2%
	14,000	Alliance Holdings GP LP		276,626		815,780
	2,000	Alliance Resource Partners LP		151,901		154,000
	86,000	Anadarko Petroleum Corp.		6,278,886		6,821,520
	360,000	BP plc, ADR		15,920,592		17,499,600
	250,000	Cameco Corp.		5,458,993		5,192,500
	18,000	Compania de Minas Buenaventura SA, ADR		205,537		201,960
	300,060	Mueller Industries Inc.		12,171,359		18,906,781
	32,000	Occidental Petroleum Corp.		2,469,388		3,043,200
	650,004	Peabody Energy Corp.		12,639,078		12,694,578
	180,000	Tullow Oil plc		3,629,698		2,548,519
				59,202,058		67,878,438
		Services — 2.3%
	300,000	ABB Ltd., ADR		4,539,462		7,968,000
	33,000	Areva SA†		1,160,829		862,567
	22,901	Halliburton Co.		734,390		1,162,226
	3,000,000	Invensys plc		23,235,061		25,261,639
	35,000	MDU Resources Group Inc.		760,550		1,069,250
	59,000	Patterson-UTI Energy Inc.		910,845		1,493,880
	91,000	Rowan Companies plc, Cl. A†		3,194,713		3,217,760
	12,000	Tenaris SA, ADR		277,440		524,280
	1,800,000	Weatherford International Ltd.†		27,163,118		27,882,000
				61,976,408		69,441,602
		Water — 1.8%
	8,000	American States Water Co.		110,252		229,840
	112,000	American Water Works Co. Inc.		2,495,294		4,733,120
	551,250	Aqua America Inc.		9,129,081		13,003,987
	4,500	California Water Service Group		78,970		103,815
	10,500	Connecticut Water Service Inc.		264,790		372,855
	13,000	Consolidated Water Co. Ltd.		155,084		183,300
	18,800	Middlesex Water Co.		332,234		393,672
	920,000	Severn Trent plc		24,638,459		25,975,357
	277,000	SJW Corp.		6,888,327		8,251,830
	89,000	The York Water Co.		1,239,521		1,862,770

See accompanying notes to financial statements.

7

The Gabelli Utilities Fund

Schedule of Investments (Continued) — December 31, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		ENERGY AND UTILITIES (Continued)
		Water (Continued)
	15,000	United Utilities Group plc, ADR	$	342,208	$	337,050
				45,674,220		55,447,596
		Diversified Industrial — 2.4%
	16,000	AZZ Inc.		584,554		781,760
	2,130,000	General Electric Co.		38,483,749		59,703,900
	274,765	Mueller Water Products Inc., Cl. A		1,244,849		2,574,548
	30,000	Park-Ohio Holdings Corp.†		525,677		1,572,000
	220,000	Tyco International Ltd.		5,703,071		9,028,800
				46,541,900		73,661,008
		Environmental Services — 0.0%
	10,000	Covanta Holding Corp.		174,280		177,500
	91,991	Veolia Environnement SA		1,406,990		1,500,280
				1,581,270		1,677,780
		TOTAL ENERGY AND UTILITIES		1,382,500,145		1,860,776,885
		COMMUNICATIONS — 19.8%
		Cable and Satellite — 7.4%
	1,900,000	British Sky Broadcasting Group plc		20,738,326		26,554,942
	2,645,200	Cablevision Systems Corp., Cl. A		38,816,698		47,428,436
	46,000	Charter Communications Inc., Cl. A†		2,156,757		6,290,960
	25,000	Cogeco Cable Inc.		684,204		1,129,207
	70,000	Cogeco Inc.		1,589,491		3,227,677
	76,000	Comcast Corp., Cl. A		1,633,462		3,949,340
	750,000	Comcast Corp., Cl. A, Special		16,688,474		37,410,000
	80,000	DIRECTV†		2,670,123		5,527,200
	732,000	DISH Network Corp., Cl. A†		14,746,503		42,397,440
	336,000	EchoStar Corp., Cl. A†		7,067,463		16,705,920
	172,000	Liberty Global plc, Cl. A†		4,563,457		15,306,280
	75,000	Rogers Communications Inc., Cl. B		1,827,565		3,393,750
	12,000	Shaw Communications Inc., Cl. B		148,195		292,080
	400,000	Sky Deutschland AG†		3,746,015		4,402,256
	99,000	Time Warner Cable Inc.		5,880,395		13,414,500
	45,000	Tokyo Broadcasting System Holdings Inc.		628,568		558,067
				123,585,696		227,988,055
		Computer Services Software and Systems — 0.2%
	430,000	EarthLink Inc.		3,045,160		2,180,100

					Market
Shares			Cost		Value
	315,026	Internap Network Services Corp.†	$	2,044,522	$	2,368,996
				5,089,682		4,549,096
		Telecommunications — 9.1%
	840,000	AT&T Inc.		24,100,542		29,534,400
	100,000	Atlantic Tele-Network Inc.		3,558,051		5,657,000
	600,000	BCE Inc.		17,376,715		25,974,000
	106,000	Belgacom SA		3,414,555		3,135,961
	14,500,000	Cable & Wireless Communications plc		8,674,730		13,506,407
	261,181	CenturyLink Inc.		8,312,592		8,318,615
	3,330,000	Cincinnati Bell Inc.†		11,053,891		11,854,800
	35,000	Deutsche Telekom AG		428,748		598,500
	790,000	Deutsche Telekom AG, ADR		11,065,644		13,635,400
	360,000	Global Telecom Holding, GDR†(b)		1,464,194		1,206,000
	10,000	Jazztel plc†		77,169		107,016
	1,440,000	Koninklijke KPN NV†		4,192,069		4,641,519
	18,000	Koninklijke KPN NV, ADR		80,480		57,204
	40,000	Level 3 Communications Inc.†		913,431		1,326,800
	106,000	Loral Space & Communications Inc.†		3,838,206		8,583,880
	1,200	Mobistar SA		16,981		22,782
	152,000	Nippon Telegraph & Telephone Corp.		7,519,802		8,169,405
	330,000	Orascom Telecom Media and Technology Holding SAE, GDR(c)		534,301		158,400
	63,500	Philippine Long Distance Telephone Co., ADR		3,358,392		3,815,080
	270,000	Portugal Telecom SGPS SA		1,720,604		1,173,752
	270,000	Portugal Telecom SGPS SA, ADR		1,715,619		1,166,400
	2,000	PT Indosat Tbk		1,061		682
	1,000	Shenandoah Telecommunications Co.		15,867		25,670
	2,300,000	Singapore Telecommunications Ltd.		5,695,042		6,670,629
	118,000	Swisscom AG, ADR		4,272,687		6,241,020
	8,000	Tele2 AB, Cl. B		141,042		90,612
	180,000	Telecom Italia SpA, ADR		2,353,655		1,792,800
	232,500	Telefonica Brasil SA, ADR		4,193,042		4,468,650
	53,000	Telefonica Deutschland Holding AG		350,773		437,474
	500,394	Telefonica SA, ADR		9,483,470		8,176,438
	450,000	Telekom Austria AG		5,475,820		3,407,346
	455,000	Telenet Group Holding NV		20,723,410		27,150,399
	555,000	Telephone & Data Systems Inc.		15,235,971		14,307,900
	433,000	tw telecom inc.†		7,677,705		13,193,510

See accompanying notes to financial statements.

8

The Gabelli Utilities Fund

Schedule of Investments (Continued) — December 31, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		COMMUNICATIONS (Continued)
		Telecommunications (Continued)
	850,000	Verizon Communications Inc.	$	28,285,305	$	41,769,000
	600,000	VimpelCom Ltd., ADR		7,582,376		7,764,000
				224,903,942		278,139,451
		Wireless Communications — 3.1%
	38,000	America Movil SAB de CV, Cl. L, ADR		576,215		888,060
	63,000	China Mobile Ltd., ADR		2,481,879		3,294,270
	53,000	China Unicom Hong Kong Ltd., ADR		697,639		798,180
	200	Hutchison Telecommuni-cations Hong Kong Holdings Ltd.		19		76
	65,000	Millicom International Cellular SA		6,134,777		6,459,050
	188,000	Millicom International Cellular SA, SDR		14,400,852		18,721,519
	6,500	Mobile TeleSystems OJSC, ADR		86,498		140,595
	380,000	NII Holdings Inc.†		7,495,812		1,045,000
	460,000	NTT DoCoMo Inc.		7,206,136		7,534,897
	140,000	SK Telecom Co. Ltd., ADR		2,493,493		3,446,800
	400	SmarTone Telecommunications Holdings Ltd.		207		457
	34,012	Tim Participacoes SA, ADR		742,668		892,475
	310,000	Turkcell Iletisim Hizmetleri A/S, ADR†		4,373,984		4,138,500
	361,000	United States Cellular Corp.		16,165,886		15,097,020
	835,000	Vodafone Group plc, ADR		20,746,571		32,823,850
				83,602,636		95,280,749
		TOTAL COMMUNICATIONS		437,181,956		605,957,351
		OTHER — 7.2%
		Aerospace — 1.7%
	195,000	Exelis Inc.		2,470,269		3,716,700
	2,278,000	Rolls-Royce Holdings plc		19,881,512		48,096,472
	195,908,000	Rolls-Royce Holdings plc, Cl. C†(d)		316,384		324,415
				22,668,165		52,137,587
		Aviation: Parts and Services — 0.1%
	38,000	Curtiss-Wright Corp.		1,168,716		2,364,740
		Building and Construction — 0.1%
	16,000	Acciona SA		2,059,030		919,301
	54,000	Texas Industries Inc.†		2,007,483		3,714,120
				4,066,513		4,633,421

Shares			Cost		Market Value
		Business Services — 0.6%
	1,400,015	Clear Channel Outdoor Holdings Inc., Cl. A	$	7,933,019	$	14,196,152
	50,000	Macquarie Infrastructure Co. LLC		1,135,899		2,721,500
	7,000	McGrath RentCorp		183,000		278,600
				9,251,918		17,196,252
		Consumer Services — 0.1%
	66,500	The ADT Corp.		2,311,656		2,691,255
		Diversified Industrial — 0.4%
	20,000	Bouygues SA		597,468		754,437
	20,000	Donaldson Co. Inc.		671,060		869,200
	125,000	ITT Corp.		2,646,371		5,427,500
	18,000	Pentair Ltd.		763,910		1,398,060
	12,000	Raven Industries Inc.		293,571		493,680
	15,000	Svenska Cellulosa AB, Cl. A		254,598		461,764
	129,000	Twin Disc Inc.		3,629,124		3,339,810
				8,856,102		12,744,451
		Electronics — 0.7%
	500,061	Corning Inc.		6,287,322		8,911,087
	550,000	Sony Corp., ADR		11,392,834		9,509,500
	50,000	Texas Instruments Inc.		1,533,470		2,195,500
				19,213,626		20,616,087
		Entertainment — 1.2%
	470,000	Grupo Televisa SAB, ADR		10,715,338		14,222,200
	850,000	Vivendi SA		20,878,102		22,398,886
				31,593,440		36,621,086
		Financial Services — 0.3%
	164,000	Kinnevik Investment AB, Cl. A		3,420,462		7,631,583
	27,000	Kinnevik Investment AB, Cl. B		478,694		1,250,542
	25,000	W. R. Berkley Corp.		950,184		1,084,750
				4,849,340		9,966,875
		Health Care — 0.0%
	12,000	Tsumura & Co.		261,956		317,691
		Machinery — 0.8%
	50,007	Astec Industries Inc.		1,561,443		1,931,770
	18,700	Flowserve Corp.		672,314		1,474,121
	93,125	The Gorman-Rupp Co.		2,133,887		3,113,169
	505,074	Xylem Inc.		14,152,000		17,475,560
				18,519,644		23,994,620
		Metals and Mining — 0.4%
	216,000	Freeport-McMoRan Copper & Gold Inc.		6,553,308		8,151,840
	43,000	Haynes International Inc.		2,098,299		2,375,320
	52,000	Materion Corp.		1,343,818		1,604,200

See accompanying notes to financial statements.

9

The Gabelli Utilities Fund

Schedule of Investments (Continued) — December 31, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		OTHER (Continued)
		Metals and Mining (Continued)
	12,000	Vulcan Materials Co.	$	488,427	$	713,040
				10,483,852		12,844,400
		Transportation — 0.8%
	465,000	GATX Corp.		14,538,239		24,259,050
	30,014	Providence and Worcester Railroad Co.		443,758		587,074
				14,981,997		24,846,124
		TOTAL OTHER		148,226,925		220,974,589
		TOTAL COMMON STOCKS		1,967,909,026		2,687,708,825
		CONVERTIBLE PREFERRED STOCKS — 0.0%
		COMMUNICATIONS — 0.0%
		Telecommunications — 0.0%
	17,500	Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B		570,045		798,175
		WARRANTS — 0.2%
		ENERGY AND UTILITIES — 0.2%
		Natural Gas Integrated — 0.2%
	1,425,000	Kinder Morgan Inc., expire 05/25/17†		2,382,770		5,785,500
		COMMUNICATIONS — 0.0%
		Telecommunications — 0.0%
	86,000	Bharti Airtel Ltd., expire 08/04/16†(c)		410,624		459,571
		TOTAL WARRANTS		2,793,394		6,245,071
Principal Amount
		U.S. GOVERNMENT OBLIGATIONS — 12.2%
$	373,407,000	U.S. Treasury Bills, 0.020% to 0.300%††, 01/02/14 to 06/26/14		373,326,663		373,354,649
		TOTAL INVESTMENTS — 100.1%	$	2,344,599,128		3,068,106,720
		Other Assets and Liabilities (Net) — (0.1)%				(2,846,985	)
		NET ASSETS — 100.0%			$	3,065,259,735

(a) Security considered an affiliated holding because the Fund owns at least 5% of its outstanding shares.

(b) Security purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. At December 31, 2013, the market value of the Regulation S security amounted to $1,206,000 or 0.04% of net assets, which was valued under methods approved by the Board of Trustees as follows:

Acquisition    Shares		Issuer	Acquisition      Date		Acquisition     Cost		12/31/13 Carrying Value Per Share
	360,000	Global Telecom Holding, GDR		05/05/09	$	1,464,194		$3.3500

(c) 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 December 31, 2013, the market value of Rule 144A securities amounted to $617,971 or 0.02% of net assets.

(d) At December 31, 2013, the Fund held an investment in a restricted and illiquid security amounting to $324,415 or 0.01% of net assets, which was valued under methods approved by the Board of Trustees as follows:

Acquisition    Shares		Issuer	Acquisition      Date		Acquisition     Cost		12/31/13 Carrying Value Per Share
	195,908,000	Rolls-Royce Holdings plc, Cl. C		10/23/13	$	316,384		$0.0017

†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt
GDR	Global Depositary Receipt
OJSC	Open Joint Stock Company
SDR	Swedish Depositary Receipt

See accompanying notes to financial statements.

10

The Gabelli Utilities Fund

Statement of Assets and Liabilities

December 31, 2013

Assets:
Investments, at value (cost $2,340,897,476)	$	3,062,142,383
Investments in affiliates, at value (cost $3,701,652)		5,964,337
Cash		1,910
Receivable for Fund shares sold		7,039,400
Dividends receivable		5,564,937
Prepaid expenses		80,915
Total Assets		3,080,793,882
Liabilities:
Payable for investments purchased		5,732,467
Payable for Fund shares redeemed		5,449,815
Payable for investment advisory fees		2,553,990
Payable for distribution fees		1,250,546
Payable for accounting fees		3,750
Other accrued expenses		543,579
Total Liabilities		15,534,147
Net Assets (applicable to 579,164,128 shares outstanding)	$	3,065,259,735
Net Assets Consist of:
Paid-in capital	$	2,347,153,641
Accumulated net investment income		4,442,257
Accumulated net realized loss on investments and foreign currency transactions		(9,886,184	)
Net unrealized appreciation on investments		723,507,592
Net unrealized appreciation on foreign currency translations		42,429
Net Assets	$	3,065,259,735

Shares of Capital Stock, each at $0.001 par value; unlimited number of shares authorized:
Class AAA:
Net Asset Value, offering, and redemption price per share ($738,742,112 ÷ 131,339,444 shares outstanding)	$	5.62
Class A:
Net Asset Value and redemption price per share ($1,109,531,750 ÷ 195,265,362 shares outstanding)	$	5.68
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	6.03
Class C:
Net Asset Value and offering price per share ($1,037,072,829 ÷ 221,239,624 shares outstanding)	$	4.69	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($179,913,044 ÷ 31,319,698 shares outstanding)	$	5.74

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

Statement of Operations

For the Year Ended December 31, 2013

Investment Income:
Dividends - Unaffiliated (net of foreign withholding taxes of $1,667,531)	$	84,073,360
Dividends - Affiliated		162,516
Interest		310,435
Total Investment Income		84,546,311
Expenses:
Investment advisory fees		28,461,325
Distribution fees - Class AAA		1,674,067
Distribution fees - Class A		2,580,165
Distribution fees - Class C		9,726,056
Shareholder services fees		2,128,348
Shareholder communications expenses		349,856
Custodian fees		306,604
Registration expenses		187,333
Trustees’ fees		137,000
Legal and audit fees		99,038
Accounting fees		45,000
Miscellaneous expenses		162,471
Total Expenses		45,857,263
Less:
Custodian fee credits		(226	)
Net Expenses		45,857,037
Net Investment Income		38,689,274
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		57,159,359
Net realized loss on investments - affiliated		(8	)
Net realized loss on foreign currency transactions		(100,964	)
Net realized gain on investments and foreign currency transactions		57,058,387
Net change in unrealized appreciation/depreciation:
on investments		413,529,094
on foreign currency translations		44,749
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		413,573,843
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		470,632,230
Net Increase in Net Assets Resulting from Operations	$	509,321,504

See accompanying notes to financial statements.

11

The Gabelli Utilities Fund

Statement of Changes in Net Assets

	Year Ended December 31, 2013				Year Ended December 31, 2012
Operations:
Net investment income		$	38,689,274			$	30,173,782
Net realized gain on investments, swap contracts, and foreign currency transactions			57,058,387				44,495,811
Net change in unrealized appreciation on investments, swap contracts, and foreign currency translations			413,573,843				30,571,566
Net Increase in Net Assets Resulting from Operations			509,321,504				105,241,159
Distributions to Shareholders:
Net investment income
Class AAA			(8,066,873	)			(6,234,834	)
Class A			(12,291,916	)			(9,263,394	)
Class B*			(59	)			(450	)
Class C			(13,783,171	)			(10,202,512	)
Class I			(2,025,070	)			(1,413,393	)
			(36,167,089	)			(27,114,583	)
Net realized gain
Class AAA			(12,704,341	)			(10,951,800	)
Class A			(19,358,269	)			(16,271,619	)
Class B*			(94	)			(790	)
Class C			(21,706,812	)			(17,921,228	)
Class I			(3,189,238	)			(2,482,697	)
			(56,958,754	)			(47,628,134	)
Return of capital
Class AAA			(79,500,225	)			(76,971,628	)
Class A			(121,138,657	)			(114,360,476	)
Class B*			(586	)			(5,552	)
Class C			(135,835,188	)			(125,954,282	)
Class I			(19,957,366	)			(17,448,934	)
			(356,432,022	)			(334,740,872	)
Total Distributions to Shareholders			(449,557,865	)			(409,483,589	)
Shares of Beneficial Interest Transactions:
Class AAA			126,795,478				(29,386,029	)
Class A			144,034,758				93,819,409
Class B*			(17,473	)			(109,982	)
Class C			158,613,933				101,306,398
Class I			12,092,066				81,154,864
Net Increase in Net Assets from Shares of Beneficial Interest Transactions			441,518,762				246,784,660
Redemption Fees			9,740				2,612
Net Increase/(Decrease) in Net Assets			501,292,141				(57,455,158	)
Net Assets:
Beginning of year			2,563,967,594				2,621,422,752
End of year (including undistributed net investment income of $4,442,257 and $2,437,143, respectively)		$	3,065,259,735			$	2,563,967,594

* Class B Shares were fully redeemed and closed on April 25, 2013.

See accompanying notes to financial statements.

12

The Gabelli Utilities Fund

Financial Highlights

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

		Income (Loss) from Investment Operations			Distributions								Ratios to Average Net Assets/     Supplemental Data
Year Ended December 31	Net Asset Value, Beginning of Year	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Total from Investment Operations	Net Investment Income	Net Realized Gain on Investments	Return of Capital	Total Distributions	Redemption Fees(a)(b)	Net Asset Value, End of Year	Total Return†	Net Assets End of Year (in 000’s)	Net Investment Income	Operating Expenses	Portfolio     Turnover     Rate
Class AAA
2013	$5.43	$0.09	$0.94	$1.03	$(0.07)	$(0.10)	$(0.67)	$(0.84)	$0.00	$5.62	20.2%	$   738,742	1.60%	1.37%	11%
2012	6.03	0.08	0.16	0.24	(0.05)	(0.10)	(0.69)	(0.84)	0.00	5.43	4.3	590,457	1.36	1.39	15
2011	6.38	0.08	0.41	0.49	(0.06)	(0.01)	(0.77)	(0.84)	0.00	6.03	8.0	686,609	1.32	1.40	22
2010	6.46	0.11	0.65	0.76	(0.11)	—	(0.73)	(0.84)	0.00	6.38	13.0	396,063	1.73	1.43	19
2009	6.43	0.16	0.71	0.87	(0.13)	—	(0.71)	(0.84)	0.00	6.46	15.5	189,534	2.57	1.47	12
Class A
2013	$5.48	$0.09	$0.95	$1.04	$(0.07)	$(0.10)	$(0.67)	$(0.84)	$0.00	$5.68	20.2%	$1,109,532	1.60%	1.37%	11%
2012	6.08	0.08	0.16	0.24	(0.05)	(0.10)	(0.69)	(0.84)	0.00	5.48	4.3	931,577	1.37	1.39	15
2011	6.42	0.08	0.42	0.50	(0.06)	(0.01)	(0.77)	(0.84)	0.00	6.08	8.2	936,899	1.32	1.40	22
2010	6.50	0.11	0.65	0.76	(0.11)	—	(0.73)	(0.84)	0.00	6.42	12.9	527,981	1.73	1.43	19
2009	6.46	0.16	0.72	0.88	(0.13)	—	(0.71)	(0.84)	0.00	6.50	15.6	278,607	2.58	1.47	12
Class C
2013	$4.68	$0.04	$0.81	$0.85	$(0.07)	$(0.10)	$(0.67)	$(0.84)	$0.00	$4.69	19.5%	$1,037,073	0.85%	2.12%	11%
2012	5.35	0.03	0.14	0.17	(0.05)	(0.10)	(0.69)	(0.84)	0.00	4.68	3.5	880,503	0.62	2.14	15
2011	5.79	0.03	0.37	0.40	(0.06)	(0.01)	(0.77)	(0.84)	0.00	5.35	7.3	901,840	0.57	2.15	22
2010	5.98	0.06	0.59	0.65	(0.11)	—	(0.73)	(0.84)	0.00	5.79	12.1	544,110	0.98	2.18	19
2009	6.06	0.10	0.66	0.76	(0.13)	—	(0.71)	(0.84)	0.00	5.98	14.6	319,960	1.84	2.22	12
Class I
2013	$5.52	$0.11	$0.95	$1.06	$(0.07)	$(0.10)	$(0.67)	$(0.84)	$0.00	$5.74	20.4%	$   179,913	1.85%	1.12%	11%
2012	6.10	0.10	0.16	0.26	(0.05)	(0.10)	(0.69)	(0.84)	0.00	5.52	4.6	161,415	1.68	1.14	15
2011	6.43	0.10	0.41	0.51	(0.06)	(0.01)	(0.77)	(0.84)	0.00	6.10	8.3	95,944	1.58	1.15	22
2010	6.49	0.12	0.66	0.78	(0.11)	—	(0.73)	(0.84)	0.00	6.43	13.3	41,440	1.97	1.18	19
2009	6.44	0.17	0.72	0.89	(0.13)	—	(0.71)	(0.84)	0.00	6.49	15.8	16,381	2.82	1.22	12

    † Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect applicable sales charges.

  (a) Per share amounts have been calculated using the average shares outstanding method.

  (b) Amount represents less than $0.005 per share.

See accompanying notes to financial statements.

13

The Gabelli Utilities Fund

Notes to Financial Statements

1. Organization. The Gabelli Utilities 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.

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.

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

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

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

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

14

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities and other financial instruments by inputs used to value the Fund’s investments as of December 31, 2013 is as follows:

	Valuation Inputs
	Level 1   Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 12/31/13
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
ENERGY AND UTILITIES
Merchant Energy		$     59,107,580		—		$           0		$     59,107,580
Natural Gas Utilities		156,298,124		$    5,964,337		—		162,262,461
Other Industries (a)		1,639,406,844		—		—		1,639,406,844
COMMUNICATIONS (a)		605,957,351		—		—		605,957,351
OTHER
Aerospace		51,813,172		—		324,415		52,137,587
Other Industries (a)		168,837,002		—		—		168,837,002
Total Common Stocks		2,681,420,073		5,964,337		324,415		2,687,708,825
Convertible Preferred Stocks (a)		798,175		—		—		798,175
Warrants (a)		5,785,500		459,571		—		6,245,071
U.S. Government Obligations		—		373,354,649		—		373,354,649
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$2,688,003,748		$379,778,557		$324,415		$3,068,106,720

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

The Fund did not have significant transfers among Level 1, Level 2, and Level 3 during the year ended December 31, 2013. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

15

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

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

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

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

Accounting Standards Update (“ASU”) No. 2011-11 (as clarified by ASU No. 2013-01) “Disclosures about Offsetting Assets and Liabilities” requires a fund to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of assets and liabilities and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of ASU 2011-11 includes derivatives and sale and repurchase agreements. The purpose of ASU 2011-11 is to facilitate comparison of financial statements prepared on the basis of GAAP and on the basis of International Financial Reporting Standards. Management is continually evaluating the implications of ASU 2011-11 and its impact on the financial statements and, at this time, has concluded that ASU 2011-11 is not applicable to the Fund because the Fund does not have investments covered under this guidance.

The Fund’s derivative contracts held at December 31, 2013, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Swap Agreements. The Fund may enter into equity 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 an equity contract for difference swap, a set of future cash flows is exchanged between two counterparties. One of these

16

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

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. Depending on the general state of short term interest rates and the returns on the Fund’s portfolio securities at the time an equity contract for difference 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.

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 received or paid on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon receipt or payment of a periodic payment or termination of swap agreements. During the year ended December 31, 2013, the Fund held no investments in equity contract for difference swap 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 current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

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

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Restricted Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional

17

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. For the restricted securities the Fund held as of December 31, 2013, refer to the Schedule of Investments.

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

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

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

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

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions 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 income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to tax treatment of currency gains and losses and recharacterization of distributions. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2013, reclassifications were made to decrease accumulated net investment income by $517,071 and increase accumulated net realized loss on investments and foreign currency transactions by $279,320, with an offsetting adjustment to paid-in capital.

18

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

The tax character of distributions paid during the years ended December 31, 2013 and 2012 was as follows:

	Year Ended December 31, 2013		Year Ended December 31, 2012
Distributions paid from:
Ordinary income (inclusive of short term capital gains)		$  44,660,139		$  49,792,751
Long term capital gains		48,465,704		24,949,966
Return of capital		356,432,022		334,740,872
Total distributions paid		$449,557,865		$409,483,589

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 may be 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, and may cause such gains to be treated as ordinary income. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. The Board continues to evaluate the 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.

At December 31, 2013, the components of accumulated earnings/losses on a tax basis were as follows:

Net unrealized appreciation on investments and foreign currency translations $ 718,106,094

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward for an unlimited period capital losses incurred. As a result of the rule, post-enactment capital losses that are carried forward will retain their character as either short term or long term capital losses rather than being considered all short term as under previous law.

At December 31, 2013, the temporary difference between book basis and tax basis net unrealized appreciation on investments was primarily due to deferral of losses from wash sales for tax purposes and basis adjustments on investments in partnerships.

19

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

The following summarizes the tax cost of investments and the related net unrealized appreciation at December 31, 2013:

	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation
Investments	$	2,350,043,055	$	768,892,468	$	(50,828,803)	$	718,063,665

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended December 31, 2013, the Fund did not incur any income tax, interest, or penalties. As of December 31, 2013, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended December 31, 2010 through December 31, 2013 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio, oversees the administration of all aspects of the Fund’s business and affairs, and pays the compensation of all Officers and Trustees of the Fund who are affiliated persons of the Adviser.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $18,000 plus $2,000 for each Board meeting attended and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Trustee each receive an annual fee of $2,000. 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. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”), an affiliate of the Fund, at annual rates of 0.25%, 0.25%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities during the year ended December 31, 2013, other than short term securities and U.S. Government obligations, aggregated $273,644,859 and $298,511,067, respectively.

6. Transactions with Affiliates. During the year ended December 31, 2013, the Fund paid brokerage commissions on security trades of $238,905 to G.research, Inc., an affiliate of the Adviser. Additionally the Distributor retained

20

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

a total of $1,975,729 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the year ended December 31, 2013, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the year ended December 31, 2013, there were no borrowings under the line of credit.

8. Shares of Beneficial Interest. The Fund offers four classes of shares – Class AAA Shares, Class A Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from the Distributor, through selected broker/dealers, or the transfer agent. Class I Shares are offered without a sales charge, solely to certain institutions, directly through the Distributor or brokers that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase. Class B Shares were fully redeemed and closed on April 25, 2013.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the years ended December 31, 2013 and 2012 amounted to $9,740 and $2,612, respectively.

21

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

Transactions in shares of beneficial interest were as follows:

	Year Ended						Year Ended
	December 31, 2013						December 31, 2012
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		43,079,709		$	242,485,938			42,918,489		$	247,367,735
Shares issued upon reinvestment of distributions		15,099,647			84,474,967			13,133,957			74,662,864
Shares redeemed		(35,616,131	)		(200,165,427	)		(61,156,851	)		(351,416,628	)
Net increase/(decrease)		22,563,225		$	126,795,478			(5,104,405	)	$	(29,386,029	)
Class A
Shares sold		57,464,309		$	328,072,944			56,808,138		$	330,948,122
Shares issued upon reinvestment of distributions		18,987,981			107,199,344			15,572,252			89,174,119
Shares redeemed		(51,286,397	)		(291,237,530	)		(56,487,051	)		(326,302,832	)
Net increase		25,165,893		$	144,034,758			15,893,339		$	93,819,409
Class B*
Shares issued upon reinvestment of distributions		155		$	739			844		$	4,209
Shares redeemed		(3,675	)		(18,212	)		(22,110	)		(114,191	)
Net decrease		(3,520	)	$	(17,473	)		(21,266	)	$	(109,982	)
Class C
Shares sold		50,445,854		$	241,661,767			44,406,687		$	225,047,436
Shares issued upon reinvestment of distributions		26,807,285			126,987,108			21,814,736			108,215,992
Shares redeemed		(44,087,536	)		(210,034,942	)		(46,711,413	)		(231,957,030	)
Net increase		33,165,603		$	158,613,933			19,510,010		$	101,306,398
Class I
Shares sold		11,870,282		$	68,384,117			24,129,266		$	142,634,925
Shares issued upon reinvestment of distributions		3,482,492			19,854,448			3,175,734			18,274,249
Shares redeemed		(13,301,349	)		(76,146,499	)		(13,767,068	)		(79,754,310	)
Net increase		2,051,425		$	12,092,066			13,537,932		$	81,154,864

* Class B Shares were fully redeemed and closed on April 25, 2013.

9. Transactions in Securities of Affiliated Issuers. The 1940 Act defines affiliated issuers as those in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund’s transactions in the securities of these issuers during the year ended December 31, 2013 is set forth below:

	Beginning	Shares	Ending	Dividend	Realized	Value at	Percent Owned of Shares
	Shares	Sold	Shares	Income	Loss	December 31, 2013	Outstanding
Corning Natural Gas Holding Co	325,033	(1)	325,032	$162,516	$(8)	$5,964,337	14.51%

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

22

The Gabelli Utilities Fund

Notes to Financial Statements (Continued)

11. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York 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, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

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

23

The Gabelli Utilities Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of

The Gabelli Utilities Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Utilities Fund (the “Fund”), as of December 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2013, by correspondence with the Fund’s custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund at December 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 24, 2014

24

The Gabelli Utilities Fund

Additional Fund Information (Unaudited)

The business and affairs of the Fund are managed under the direction of the Fund’s Board of Trustees. Information pertaining to the Trustees and officers of the Fund is set forth below. The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Utilities Fund at One Corporate Center, Rye, NY 10580-1422.

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Number of Funds in Fund Complex Overseen by Trustee	Principal Occupation(s) During Past Five Years	Other Directorships Held by Trustee4
INTERESTED TRUSTEES3 :
Mario J. Gabelli, CFA Trustee Age: 71	Since 1999	27	Chairman, Chief Executive Officer, Chief Investment Officer–Value Portfolios of GAMCO Investors, Inc., and Chief Investment Officer– Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/ Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/ GAMCO Funds Complex; Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services); Director of CIBL, Inc. (broadcasting and wireless communications): Director of ICTC Group, Inc. (communications); Director of RLJ Acquisition Inc. (blank check company) (2011-2012)
INDEPENDENT TRUSTEES5 :
Anthony J. Colavita Trustee Age: 78	Since 1999	36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Trustee Age: 70	Since 1999	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics); Director of the LGL Group, Inc., and until September 2006, Director of Aphton Corporation (pharmaceuticals)
Mary E. Hauck Trustee Age: 71	Since 2000	3	Retired Senior Manager of the Gabelli O’Connor Fixed Income Mutual Funds Management Company	—
Kuni Nakamura Trustee Age: 45	Since 2009	13	President of Advanced Polymer, Inc. (chemical wholesale company)	—
Werner J. Roeder, MD Trustee Age: 73	Since 1999	23	Medical Director of Lawrence Hospital and practicing private physician	—

25

The Gabelli Utilities Fund

Additional Fund Information (Continued) (Unaudited)

Name, Position(s)       Address1      and Age	Term of Office and Length of Time Served2	��	Principal Occupation(s) During Past Five Years
OFFICERS:
Bruce N. Alpert President Age: 62	Since 2003		Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies in the Gabelli/GAMCO Funds Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc. 2008-2010; President of Teton Advisors, Inc. 1998-2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Andrea R. Mango Secretary Age: 41	Since November 2013		Counsel of Gabelli Funds, LLC; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company 2011-2013; Vice President and Counsel of Deutsche Bank 2006-2011
Agnes Mullady Treasurer Age: 55	Since 2006		President and Chief Operating Officer of the Open-End Fund Division of Gabelli Funds, LLC since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex
Richard J. Walz Chief Compliance Officer Age: 54	Since November 2013		Chief Compliance Officer of the Gabelli/GAMCO Funds Complex; Chief Compliance Officer of AEGON USA Investment Management LLC 2011-2013; Chief Compliance Officer of Cutwater Asset Management 2004-2011

¹  Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

²  Each Trustee will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Fund’s By-Laws and Agreement and Declaration of Trust. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.

³  “Interested person” of the Fund as defined in the 1940 Act. Mr. Gabelli is considered an “interested person” because of his affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser.

⁴  This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁵  Trustees who are not interested persons are considered “Independent” Trustees.

26

THE GABELLI UTILITIES FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

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

2013 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended December 31, 2013, the Fund paid to shareholders ordinary income distributions (comprised of net investment income and short term capital gains) totaling $0.083, $0.083, $0.074, $0.083, and $0.083 per share for Class AAA, Class A, Class B, Class C, and Class I Shares, respectively, and long term capital gains totaling $48,465,704 or the maximum allowable. The distributions of long term capital gains have been designated as a capital gain dividend by the Fund’s Board of Trustees. For the year ended December 31, 2013, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.45% of the ordinary income distribution as qualified interest income pursuant to the Tax Relief, Unemployment Recharacterization, and Job Creation Act of 2010. The Fund designates 2.12% of the ordinary income distribution as qualified short term gain pursuant to the American Jobs Creation Act of 2004.

U.S. Government Income

The percentage of the ordinary income distribution paid by the Fund during 2013 which was derived from U.S. Treasury securities was 0.31%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Fund did not meet this strict requirement in 2013. The percentage of U.S. Government securities held as of December 31, 2013 was 12.18%. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder

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. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.

THE GABELLI UTILITIES FUND

One Corporate Center

Rye, New York 10580-1422

t   800-GABELLI (800-422-3554)

f  914-921-5118

e  info@gabelli.com

    GABELLI.COM

Net Asset Value per share available daily

by calling 800-GABELLI after 7:00 P.M.

BOARD OF TRUSTEES	OFFICERS
Mario J. Gabelli, CFA 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. Kuni Nakamura President, Advanced Polymer, Inc. Werner J. Roeder, MD Medical Director, Lawrence Hospital	Bruce N. Alpert President Andrea R. Mango Secretary Agnes Mullady Treasurer Richard J. Walz Chief Compliance Officer DISTRIBUTOR G.distributors, LLC CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT State Street Bank and Trust Company LEGAL COUNSEL Skadden, Arps, Slate, Meagher & Flom LLP
This report is submitted for the general information of the shareholders of The Gabelli Utilities Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

GAB470Q413AR

Item 2. Code of Ethics.

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s Board of Trustees has determined that Vincent D. Enright is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $27,700 for 2012 and $28,700 for 2013.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2012 and $0 for 2013.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $3,300 for 2012 and $3,400 for 2013. Tax fees represent tax compliance services provided in connection with the review of the Registrant’s tax returns.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2012 and $0 for 2013.

(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

Pre-Approval Policies and Procedures. The Audit Committee (“Committee”) of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to the registrant and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Adviser, Gabelli Funds, LLC, and any affiliate of Gabelli Funds, LLC (“Gabelli”) that provides services to the registrant (a “Covered Services Provider”) if the independent registered public accounting firm’s engagement related directly to the operations and financial reporting of the registrant. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson must report to the Committee, at its next regularly scheduled meeting after the Chairperson’s pre-approval of such services, his or her decision(s). The Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws, including the delegation of some or all of the Committee’s pre-approval responsibilities to the other persons (other than Gabelli or the registrant’s officers). Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (ii) such services are promptly brought to the attention of the Committee and approved by the Committee or Chairperson prior to the completion of the audit.

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) N/A

(c) 100%

(d) N/A

(f) The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $29,100 for 2012 and $33,520 for 2013.

(h) The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

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) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

(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.

(12.other) Not applicable.

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   3/6/2014

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   3/6/2014

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

Date   3/6/2014

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