As filed with the Securities and Exchange Commission on June 22, 2017
Securities Act File No. 333-81209
Investment Company Act File No. 811-09397
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
Registration Statement
| | | | |
| | under | | |
| | the Securities Act of 1933 | | ☑ |
| | Pre-Effective Amendment No. | | ☐ |
| | Post-Effective Amendment No. 29 | | ☑ |
| | and/or | | |
| | Registration Statement | | |
| | under | | |
| | the Investment Company Act of 1940 | | ☑ |
| | Amendment No. 30 | | ☑ |
| | (Check Appropriate Box or Boxes) | | |
THE GABELLI UTILITIES FUND
(Exact Name of Registrant as Specified in the Declaration of Trust)
One Corporate Center
Rye, New York 10580-1422
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (800) 422-3554
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and Address of Agent for Service)
Copies to:
| | | | |
Andrea R. Mango, Esq. The Gabelli Utilities Fund One Corporate Center Rye, New York 10580-1422 | | Richard T. Prins, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 | | Thomas A. DeCapo, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street Boston, Massachusetts 02116 |
It is proposed that this filing will become effective:
| | ☐ | immediately upon filing pursuant to paragraph (b); or |
| | ☐ | on [ ], pursuant to paragraph (b); or |
| | ☐ | 60 days after filing pursuant to paragraph (a)(1); or |
| | ☐ | on [ ] pursuant to paragraph (a)(1); or |
| | ☐ | 75 days after filing pursuant to paragraph (a)(2); or |
| | ☐ | on [ ] pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
| | ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 333-81209) of The Gabelli Utilities Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 29 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 29 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 29 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
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| (a) | | (1) | | Amended and Restated Agreement and Declaration of Trust, dated August 19, 2009 (1) |
| | |
| | (2) | | Supplemental Declaration of Trust, dated June 20, 2017* |
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| (b) | | By-Laws of Registrant, dated as of May 19, 1999 (2) |
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| (c) | | Not applicable |
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| (d) | | Investment Advisory Agreement between the Registrant and Gabelli Funds, LLC, dated as of August 31, 1999 (3) |
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| (e) | | Amended and Restated Distribution Agreement between the Registrant and G.distributors, LLC, dated as of June 22, 2017* |
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| (f) | | Not applicable |
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| (g) | | (1) | | Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank & Trust Company (“State Street”), dated as of July 2, 2001 (4) |
| | |
| | (2) | | Custodian Fee Schedule between the Registrant and State Street (5) |
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| (h) | | Registrar, Transfer Agency and Service Agreement between the Registrant and State Street, dated as of August 31, 1999 (6) |
| | |
| (i) | | (1) | | Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP (7) |
| | |
| | (2) | | Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP* |
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| (j) | | (1) | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (8) |
| | |
| | (2) | | Powers of Attorney for Anthony J. Colavita, Vincent D. Enright, Mario J. Gabelli, Mary E. Hauck, Karl Otto Pöhl and Werner J. Roeder, dated as of May 16, 2001 (9) |
| | |
| | (3) | | Power of Attorney for Kuni Nakamura, dated as of April 11, 2011 (10) |
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| (k) | | Not Applicable |
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| (l) | | Purchase Agreement with initial shareholder, dated as of August 3, 1999 (11) |
| | |
| (m) | | (1) | | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class AAA Shares, dated as of August 1, 2011 (12) |
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| | (2) | | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class A Shares, dated as of August 1, 2011 (13) |
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| | (3) | | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class C Shares, dated as of August 1, 2011 (14) |
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| | (4) | | Plan of Distribution pursuant to Rule 12b-1 relating to Class T Shares, dated as of February 23, 2017* |
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| (n) | | Second Amended and Restated Rule 18f-3 Multi-Class Plan, dated as of February 23, 2017* |
| (p) | Revised Code of Ethics for the Registrant, Gabelli Funds, LLC, GAMCO Asset Management Inc., G.research, LLC, G.distributors, LLC, Teton Advisors, Inc., Gabelli & Partners, LLC, Gabelli Fixed Income LLC, and Gabelli & Company Investment Advisers, Inc., dated as of January 12, 2017 (15) |
| (1) | Previously filed with Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form N-1A, filed on February 26, 2010 (333-81209). |
| (2) | Previously filed with the Registrant’s Form N-SAR, filed on March 1, 2010 (811-09397). |
| (3) | Previously filed with Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A, filed on April 28, 2000 (333-81209). |
| (4) | Previously filed with Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, filed on May 1, 2002 (333-81209). |
| (5) | Previously filed with Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed on April 28, 2000 (333-81209). |
| (6) | Previously filed with Post-Effective Amendment No. 1 Registrant’s Registration Statement on Form N-1A, filed on April 28, 2000 (333-81209). |
| (7) | Previously filed with Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A, filed on August 20, 1999 (333-81209). |
| (8) | Previously filed with Post-Effective Amendment No. 27 to the Registrant’s Registration Statement on Form N-1A, filed on April 28, 2017 (333-81209). |
| (9) | Previously filed with Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A, filed on May 1, 2002 (333-81209). |
| (10) | Previously filed with Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A, filed on April, 29, 2011 (333-81209). |
| (11) | Previously filed with Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A, filed on August 20, 1999 (333-81209). |
| (12) | Previously filed with Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A, filed on April, 27, 2012 (333-81209). |
| (13) | Previously filed with Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A, filed on April, 27, 2012 (333-81209). |
| (14) | Previously filed with Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A, filed on April, 27, 2012 (333-81209). |
| (15) | Previously filed with Post-Effective Amendment No. 27 to the Registrant’s Registration Statement on Form N-1A, filed on April 28, 2017 (333-81209). |
| Item 29. | Persons Controlled by or Under Common Control with Registrant |
None
Section 4.2 of Article IV of Registrant’s Agreement and Declaration of Trust, Section 5 of the Investment Advisory Agreement and Section 10 of the Distribution Agreement are hereby incorporated by reference to Exhibits (a), (d) and (e).
Insofar as indemnification of liabilities arising under the Securities Act of 1933, as amended (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the indemnification provisions of its Agreement and Declaration of Trust, its By-Laws, the Investment Advisory Agreement, the Administration Agreement and the Distribution Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended.
| Item 31. | Business and Other Connections of Investment Adviser |
Gabelli Funds, LLC (the “Adviser”) is a registered investment adviser providing investment management and administrative services to the Registrant. The Adviser also provides similar services to other mutual funds.
The information required by this Item 31 with respect to any other business, profession, vocation or employment of a substantial nature engaged in by directors and officers of the Adviser during the past two fiscal years is incorporated by reference to Form ADV filed by the Adviser pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-37706).
| Item 32. | Principal Underwriters |
| (a) | G.distributors, LLC (“G.distributors”) currently acts as distributor for Gabelli 787 Fund, Inc., The Gabelli Asset Fund, Gabelli Capital Series Funds, Inc., Comstock Funds, Inc., Gabelli Equity Series Funds, Inc., The Gabelli Dividend Growth Fund, GAMCO Global Series Funds, Inc., Gabelli Gold Fund, Inc., The GAMCO Growth Fund, GAMCO International Growth Fund, Inc., Gabelli Investor Funds, Inc., The GAMCO Mathers Fund, The Gabelli Money Market Funds, The Gabelli ESG Fund, Inc., The Gabelli Value 25 Fund Inc., The TETON Westwood Funds, the KEELEY Funds, and Gabelli NextShares Trust. |
| (b) | The information required by this Item 32 with respect to each director, officer or partner of G.distributors is incorporated by reference to Schedule A of Form BD filed by G.distributors pursuant to the Securities Exchange Act of 1934, as amended (SEC File No. 8-68697). |
| Item 33. | Location of Accounts and Records |
All accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940, as amended, and Rules 31a-1 through 31a-3 thereunder are maintained at the following offices:
One Corporate Center
Rye, New York 10580-1422
| | 2. | BNY Mellon Investment Servicing (US) Inc. |
201 Washington Street
Boston, Massachusetts 02108
| | 3. | BNY Mellon Investment Servicing (US) Inc. |
301 Bellevue Parkway
Wilmington, Delaware 19809
| | 4. | State Street Bank and Trust Company |
One Heritage Drive
North Quincy, Massachusetts 02171
| | 5. | Boston Financial Data Services, Inc. |
Two Heritage Drive
North Quincy, Massachusetts 02171
| Item 34. | Management Services |
Not applicable.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant, THE GABELLI UTILITIES FUND, has duly caused this Post-Effective Amendment No. 29 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye and State of New York, on the 22nd day of June, 2017.
| | |
| THE GABELLI UTILITIES FUND |
| |
| By: | | /s/ Bruce N. Alpert |
| | Bruce N. Alpert President |
As required by the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities set forth below on the 22nd day of June, 2017.
| | | | |
| NAME | | | | TITLE |
| | |
| Mario J. Gabelli* | | | | Chairman of the Board |
| Mario J. Gabelli | | | | |
| | |
| /s/ Bruce N. Alpert | | | | President |
| Bruce N. Alpert | | | | |
| | |
| /s/ John C. Ball | | | | |
| John C. Ball | | | | Treasurer |
| | |
| Anthony J. Colavita* | | | | |
| Anthony J. Colavita | | | | Trustee |
| | |
| Vincent D. Enright* | | | | |
| Vincent D. Enright | | | | Trustee |
| | |
| Mary E. Hauck* | | | | |
| Mary E. Hauck | | | | Trustee |
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| Kuni Nakamura* | | | | |
| Kuni Nakamura | | | | Trustee |
| | |
| Werner J. Roeder* | | | | |
| Werner J. Roeder | | | | Trustee |
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| |
| *By: | | /s/ Bruce N. Alpert |
| | Bruce N. Alpert Attorney-in-Fact |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
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(a)(2) | | Supplemental Declaration of Trust, dated June 20, 2017 |
| |
(e) | | Amended and Restated Distribution Agreement between the Registrant and G.distributors, LLC, dated as of June 22, 2017 |
| |
(i)(2) | | Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP |
| |
(m)(4) | | Plan of Distribution pursuant to Rule 12b-1 relating to Class T Shares, dated as of February 23, 2017 |
| |
(n) | | Second Amended and Restated Rule 18f-3 Multi-Class Plan, dated as of February 23, 2017 |
