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, 2004 ------------------ 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. [PHOTO OMITTED] THE GABELLI UTILITIES FUND ANNUAL REPORT DECEMBER 31, 2004 THE GABELLI UTILITIES FUND ANNUAL REPORT DECEMBER 31, 2004 TO OUR SHAREHOLDERS, The Sarbanes-Oxley Act requires a Fund's principal executive and financial officers to certify the entire contents of the semi-annual and annual shareholder reports in a filing with the Securities and Exchange Commission on Form N-CSR. This certification would cover the portfolio manager's commentary and subjective opinions if they are attached to or a part of the financial statements. Many of these comments and opinions would be difficult or impossible to certify. Because we do not want our portfolio managers to eliminate their opinions and/or restrict their commentary to historical facts, we have separated their commentary from the financial statements and investment portfolio and have sent it to you separately. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds. Enclosed are the audited financial statements and the investment portfolio as of December 31, 2004 with a description of factors that affected the performance during the past year. PERFORMANCE DISCUSSION During 2004, the Gabelli Utilities Fund rose 15.59% compared to gains by the S&P 500 Utility Index and the average utility fund monitored by Lipper of 24.28% and 23.40%, respectively. Utility stocks had a strong fourth quarter of 2004, finishing a year of strong performance. A number of factors contributed to these gains. One reason was continued rotation by institutional investors out of higher growth sectors of the market and into defensive stocks. Equity investors spent most of the first ten months of 2004 finding things to worry about. Early in the year it was the economy, as anemic job growth caused investors to question the strength and endurance of the recovery. As we headed into the spring it was interest rates, as surprisingly strong March employment data convinced investors the Federal Reserve would soon begin tightening. From July through October, it was back to the economy, which stalled suddenly in the summer and remained soft through the early fall. Throughout this period, rapidly rising oil prices and uncertainty created by what appeared to be a "too close to call" presidential election also undermined investor confidence. Late in October, the market started to improve. Oil prices declined significantly and the economy regained momentum. The conclusive Republican victory eliminated uncertainty regarding government policies on certain issues. Investors focused on the positives -- a sturdy economy and respectable corporate earnings growth -- and stocks took off. Through the end of October, 2004, the Dow Jones Industrials ("DJIA") and NASDAQ Composite were down -2.4% and -1.42%, respectively and the S&P 500 was up 3.06%. At the end of 2004, the DJIA had gained 5.4%, the NASDAQ Composite was up 8.59%, and the S&P 500 had advanced 10.87% for the year. Just prior to the end of 2004 was the announcement of the largest merger in the history of the U.S. utility industry, when Exelon Corp. agreed to buy Public Service Enterprise Group. The Fund has tried to stay ahead of the consolidation trend by investing in several of the smaller and mid-sized utilities that we think are attractive takeover candidates. Also during 2004, there was an increase in merger activity among natural gas utilities and gas pipelines. We also believe that a number of large foreign utilities are interested in acquiring U.S. utilities. Utilities are increasing their dividends again. During 2004, several utilities announced dividend increases for the first time in several years, making it the third consecutive year in which the number of utilities hiking their dividends has increased. Sincerely yours, /s/ Bruce N. Alpert Bruce N. Alpert President February 23, 2005 COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GABELLI UTILITIES FUND CLASS AAA SHARES AND THE S&P UTILITY INDEX [GRAPHIC OMITTED] PLOT POINTS FOLLOW: Gabelli Utilities Fund Class AAA Shares S&P Utility Index 8/31/99 10,000 10,000 12/31/99 12,225 9,008 12/31/00 14,234 14,160 12/31/01 12,047 9,849 12/31/02 10,233 6,896 12/31/03 13,249 8,706 12/31/04 15,314 10,820 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. COMPARATIVE RESULTS - -------------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 2004 (A) ---------------------------------------------------- Since Inception QUARTER 1 YEAR 3 YEAR 5 YEAR (8/31/99) ------- ------ ------ ------ --------- GABELLI UTILITIES FUND CLASS AAA .... 8.13% 15.59% 8.33% 4.61% 8.31% S&P 500 Utility Index ............... 12.18 24.28 3.18 3.73 1.53 Lipper Utility Fund Average ......... 11.91 23.40 4.87 0.47 2.35 Class A ............................. 8.11 15.39 8.39 4.65 8.34 1.83(b) 8.78(b) 6.26(b) 3.42(b) 7.15(b) Class B ............................. 7.88 14.54 7.71 4.25 7.96 2.88(c) 9.54(c) 6.84(c) 3.96(c) 7.83(c) Class C ............................. 7.99 14.64 7.82 4.32 8.02 6.99(c) 13.64(c) 7.82(c) 4.32(c) 8.02(c) (a) RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS 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. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE FUND CAREFULLY BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE COMPLETE INFORMATION ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. PERFORMANCE FOR PERIODS LESS THAN ONE YEAR IS NOT ANNUALIZED. OTHER SHARE CLASSES ARE AVAILABLE AND HAVE DIFFERENT PERFORMANCE CHARACTERISTICS. THE VALUE OF UTILITY STOCKS 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 SHARES' NET ASSET VALUES ARE USED TO CALCULATE PERFORMANCE FOR THE PERIODS PRIOR TO THE ISSUANCE OF CLASS A SHARES, CLASS B SHARES AND CLASS C SHARES ON DECEMBER 31, 2002. THE ACTUAL PERFORMANCE FOR THE CLASS B SHARES AND CLASS C SHARES WOULD HAVE BEEN LOWER DUE TO THE ADDITIONAL EXPENSES ASSOCIATED WITH THESE CLASSES OF SHARES. THE S&P 500 UTILITY INDEX IS AN UNMANAGED INDICATOR OF ELECTRIC AND GAS UTILITY STOCK PERFORMANCE, WHILE THE LIPPER AVERAGE REFLECTS THE AVERAGE PERFORMANCE OF MUTUAL FUNDS CLASSIFIED IN THIS PARTICULAR CATEGORY. (b) INCLUDES THE EFFECT OF THE MAXIMUM 5.75% SALES CHARGE AT THE BEGINNING OF THE PERIOD. (c) INCLUDES THE EFFECT OF THE APPLICABLE CONTINGENT DEFERRED SALES CHARGE AT THE END OF THE PERIOD SHOWN FOR CLASS B AND CLASS C SHARES, RESPECTIVELY. - -------------------------------------------------------------------------------- 2 THE GABELLI UTILITIES FUND DISCLOSURE OF FUND EXPENSES (UNAUDITED) For the Six Month Period from July 1, 2004 through December 31, 2004 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, 2004. Beginning Ending Annualized Expenses Account Value Account Value Expense Paid During 7/1/04 12/31/04 Ratio Period* - -------------------------------------------------------------------------------- GABELLI UTILITIES FUND - -------------------------------------------------------------------------------- ACTUAL FUND RETURN Class AAA $1,000.00 $1,114.90 1.72% $ 9.14 Class A $1,000.00 $1,114.50 1.72% $ 9.14 Class B $1,000.00 $1,109.90 2.47% $13.10 Class C $1,000.00 $1,110.90 2.47% $13.11 HYPOTHETICAL 5% RETURN Class AAA $1,000.00 $1,016.49 1.72% $ 8.72 Class A $1,000.00 $1,016.49 1.72% $ 8.72 Class B $1,000.00 $1,012.72 2.47% $12.50 Class C $1,000.00 $1,012.72 2.47% $12.50 * Expenses are equal to the Fund's annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366. 3 SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED) Under SEC rules, all funds are required to include in their annual and semi-annual shareholder reports a presentation of portfolio holdings in a table, chart or graph by reasonably identifiable categories. The following table which presents portfolio holdings as a percent of total net assets is provided in compliance with such requirement. GABELLI UTILITIES FUND Energy and Utilities: Integrated ................. 39.0% Energy and Utilities: Electric ................... 24.6% U.S. Government Obligations ...................... 12.5% Energy and Utilities: Natural Gas ................ 8.3% Cable and Satellite .............................. 5.4% Energy and Utilities: Oil ........................ 2.0% Telecommunications ............................... 1.8% Entertainment .................................... 1.6% Environmental Services ........................... 1.5% Wireless Communications .......................... 1.3% Energy and Utilities: Water ...................... 0.5% Metals and Mining ................................ 0.2% Other Assets and Liabilities - Net ............... 1.3% ----- 100.0% ===== THE FUND FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SEC FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q, THE FIRST OF WHICH WAS FILED FOR THE QUARTER ENDED SEPTEMBER 30, 2004. 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 COMMISSION'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330. MONTHLY DISTRIBUTIONS 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. The Fund continues to evaluate its distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. The current annualized rate is $0.84 per share. Distributions for the year ended December 31, 2004 included a return of capital of $0.69, $0.72, $0.75 and $0.77 per share for Class AAA, Class A, Class B and Class C, respectively. PROXY VOTING The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. A description of the Fund's proxy voting policies and procedures are available (i) without charge, upon request, by calling 800-GABELLI (800-422-3554); (ii) by writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; and (iii) by visiting the Securities and Exchange Commission's website at www.sec.gov. 4 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ------ COMMON STOCKS -- 84.6% CABLE AND SATELLITE -- 5.4% 25,000 Cablevision Systems Corp., Cl. A+ .................. $ 586,037 $ 622,500 20,000 Comcast Corp., Cl. A+ ..... 627,995 665,600 55,000 DIRECTV Group Inc.+ ....... 951,574 920,700 50,000 EchoStar Communications Corp., Cl. A ............ 1,583,731 1,662,000 17,000 Liberty Media International Inc., Cl. A+ .................. 682,372 785,910 90,000 UnitedGlobalCom Inc., Cl. A+ 758,169 869,400 ----------- ------------ 5,189,878 5,526,110 ----------- ------------ ENERGY AND UTILITIES: ELECTRIC -- 24.2% 90,000 AES Corp.+ ................ 434,950 1,230,300 192,000 Allegheny Energy Inc.+ .... 2,007,140 3,784,320 25,000 ALLETE Inc. ............... 814,653 918,750 10,000 American Electric Power Co. Inc. ................ 348,725 343,400 6,000 Chubu Electric Power Co. Inc. .......... 139,829 144,042 6,000 Chugoku Electric Power Co. Inc. ................ 108,973 111,779 20,000 Cleco Corp. ............... 403,257 405,200 46,000 DPL Inc. .................. 980,514 1,155,060 6,000 DTE Energy Co. ............ 240,835 258,780 50,000 Duquesne Light Holdings Inc. 752,566 942,500 52,000 Edison International ...... 671,304 1,665,560 80,000 El Paso Electric Co.+ ..... 963,137 1,515,200 70,000 Electric Power Development Co., Ltd.+ .............. 1,940,751 1,960,574 20,000 FPL Group Inc. ............ 1,249,752 1,495,000 50,000 Great Plains Energy Inc. .. 1,331,656 1,514,000 30,000 Green Mountain Power Corp. 682,200 864,900 3,000 Hokkaido Electric Power Co. Inc. ................ 57,078 58,993 6,000 Hokuriku Electric Power Co. 106,926 109,086 12,000 Kansai Electric Power Co. Inc. 233,993 243,583 80,000 Pepco Holdings Inc. ....... 1,585,764 1,705,600 5,000 Pinnacle West Capital Corp. 221,333 222,050 6,000 Shikoku Electric Power Co. Inc. ................ 114,759 117,107 40,000 Southern Co. .............. 1,229,773 1,340,800 8,000 Tokyo Electric Power Co. Inc. ................ 190,577 196,350 10,000 TXU Corp. ................. 195,942 645,600 2,000 UIL Holdings Corp. ........ 70,260 102,600 70,000 Unisource Energy Corp. .... 1,641,096 1,687,700 ----------- ------------ 18,717,743 24,738,834 ----------- ------------ ENERGY AND UTILITIES: INTEGRATED -- 38.3% 15,000 Alliant Energy Corp. ...... 282,537 429,000 30,000 Ameren Corp. .............. 1,329,411 1,504,200 270,000 Aquila Inc.+ .............. 828,387 996,300 30,000 Black Hills Corp. ......... 884,698 920,400 6,300 CH Energy Group Inc. ...... 280,270 302,715 14,000 Cinergy Corp. ............. 492,620 582,820 MARKET SHARES COST VALUE ------ ---- ------ 130,000 CMS Energy Corp.+ ......... $ 857,619 $1,358,500 12,000 Consolidated Edison Inc. .. 508,978 525,000 17,000 Constellation Energy Group Inc. .............. 448,840 743,070 52,000 Duke Energy Corp. ......... 1,090,200 1,317,160 200,000 El Paso Corp. ............. 1,779,965 2,080,000 1,000 Electricidade de Portugal SA, ADR ................ 29,650 30,230 130,000 Enel SpA .................. 888,729 1,277,559 70,000 Energy East Corp. ......... 1,474,159 1,867,600 4,000 Entergy Corp. ............. 152,640 270,360 35,000 FirstEnergy Corp. ......... 1,206,299 1,382,850 19,500 Florida Public Utilities Co. ........... 336,106 373,425 27,000 Hawaiian Electric Industries Inc. ......... 636,374 787,050 100,000 Hera SpA .................. 174,312 288,161 2,000 Iberdrola SA .............. 46,240 50,836 6,000 Kyushu Electric Power Co. Inc. ................ 118,804 121,206 32,000 Maine & Maritimes Corp. ... 982,930 843,200 27,000 MGE Energy Inc. ........... 852,234 972,810 43,805 Mirant Corp.+ ............. 85,781 16,865 10,000 National Grid Transco plc, ADR ................ 386,405 479,900 25,000 NiSource Inc. ............. 514,479 569,500 40,000 Northeast Utilities ....... 681,116 754,000 35,000 NSTAR ..................... 1,530,573 1,899,800 45,000 OGE Energy Corp. .......... 1,092,836 1,192,950 5,000 Ormat Technologies Inc.+ .. 75,000 81,400 15,000 Otter Tail Corp. .......... 401,965 382,950 50,000 Patina Oil & Gas Corp. .... 1,828,132 1,875,000 28,000 PG&E Corp.+ ............... 365,349 931,840 14,500 PPL Corp. ................. 496,028 772,560 40,000 Progress Energy Inc. ...... 1,679,337 1,809,600 30,000 Public Service Enterprise Group Inc. .............. 1,495,490 1,553,100 1,500 SCANA Corp. ............... 58,140 59,100 60,000 Scottish Power plc ........ 440,529 464,520 20,000 Scottish Power plc, ADR ... 608,045 623,200 20,000 TECO Energy Inc. .......... 295,599 306,800 80,000 Tohoku Electric Power Co. Inc. .......... 1,379,371 1,436,518 3,000 Vectren Corp. ............. 80,134 80,400 60,000 Westar Energy Inc. ........ 959,778 1,372,200 40,000 Wisconsin Energy Corp. .... 1,146,937 1,348,400 6,300 WPS Resources Corp. ....... 308,454 314,748 100,000 Xcel Energy Inc. .......... 1,616,011 1,820,000 ----------- ------------ 33,207,491 39,169,803 ----------- ------------ ENERGY AND UTILITIES: NATURAL GAS -- 8.3% 25,000 Atmos Energy Corp. ........ 635,238 683,750 3,000 Cascade Natural Gas Corp. . 64,058 63,600 33,000 Chesapeake Utilities Corp. 830,924 881,100 10,000 Energen Corp. ............. 239,277 589,500 30,000 KeySpan Corp. ............. 1,057,210 1,183,500 25,000 Laclede Group Inc. ........ 738,140 778,750 See accompanying notes to financial statements. 5 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ------ COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES: NATURAL GAS (CONTINUED) 35,000 National Fuel Gas Co. ..... $ 788,954 $ 991,900 11,000 Nicor Inc. ................ 231,907 406,340 40,000 ONEOK Inc. ................ 764,289 1,136,800 2,000 Peoples Energy Corp. ...... 89,955 87,900 2,000 Snam Rete Gas SpA ......... 10,804 11,635 2,500 South Jersey Industries Inc. 103,422 131,400 43,000 Southern Union Co.+ ....... 700,481 1,031,140 20,000 Southwest Gas Corp. ....... 425,018 508,000 ----------- ------------ 6,679,677 8,485,315 ----------- ------------ ENERGY AND UTILITIES: OIL -- 2.0% 40,000 Kaneb Services LLC ........ 1,727,520 1,727,600 2,000 Murphy Oil Corp. .......... 161,152 160,900 3,000 Royal Dutch Petroleum Co. . 169,635 172,140 ----------- ------------ 2,058,307 2,060,640 ----------- ------------ ENERGY AND UTILITIES: WATER -- 0.5% 1,000 Aqua America Inc. ......... 23,520 24,590 500 California Water Service Group ........... 16,465 18,825 5,333 Middlesex Water Co. ....... 91,735 101,007 12,000 Pennichuck Corp. .......... 286,405 313,200 1,000 Veolia Environnement ...... 31,927 36,197 ----------- ------------ 450,052 493,819 ----------- ------------ ENTERTAINMENT -- 1.6% 50,000 Vivendi Universal SA, ADR+ 1,556,471 1,603,500 ----------- ------------ ENVIRONMENTAL SERVICES -- 1.5% 35,400 Ionics Inc.+ .............. 1,533,435 1,534,236 ----------- ------------ METALS AND MINING -- 0.2% 10,000 Compania de Minas Buenaventura SA, ADR .... 239,250 229,000 ----------- ------------ TELECOMMUNICATIONS -- 1.3% 2,000 BCE Inc. .................. 48,010 48,260 14,000 BellSouth Corp. ........... 423,209 389,060 200 Hutchison Telecommunications International Ltd.+ ..... 163 180 2,000 MCI Inc. .................. 37,250 40,320 200 Mobistar SA+ .............. 18,055 18,744 200 PT Indonesian Satellite Corporation Tbk (Indosat) 128 124 17,500 Rogers Communications Inc., Cl. B ............. 425,207 457,625 15,000 SBC Communications Inc. ... 457,602 386,550 200 Tele2 AB, Cl. B ........... 8,180 7,855 200 Telecom Italia SpA, ADR ... 7,868 8,174 ----------- ------------ 1,425,672 1,356,892 ----------- ------------ MARKET SHARES COST VALUE ------ ---- ------ WIRELESS COMMUNICATIONS -- 1.3% 1,500 America Movil SA de CV, Cl. L, ADR .............. $ 74,681 $ 78,525 1,500 China Mobile (Hong Kong) Ltd., ADR ............... 25,767 25,740 1,500 China Unicom Ltd., ADR .... 11,942 11,775 200 Cosmote Mobile Telecommunications SA ... 3,702 4,012 2,000 mm02 plc, ADR+ ............ 45,106 47,140 600 Mobile TeleSystems, ADR ... 79,902 83,106 190 MobilOne Ltd. ............. 218 212 1,000 Nextel Communications Inc., Cl. A+ .................. 29,399 30,000 2,000 SK Telecom Co. Ltd., ADR .. 43,875 44,500 200 SmarTone Telecommunications Holdings Ltd. ........... 207 224 200 Telefonica Moviles SA, ADR 2,332 2,542 200 Tim Hellas Telecommunications SA, ADR ................. 3,316 3,750 200 Total Access Communication plc+ ...... 714 708 15,000 United States Cellular Corp.+ 678,525 671,400 6,000 Vimpel-Communications, ADR+ 195,027 216,840 200 Virgin Mobile Holdings plc+ 868 874 2,000 Vodafone Group plc, ADR ... 54,542 54,760 ----------- ------------ 1,250,123 1,276,108 ----------- ------------ TOTAL COMMON STOCKS ....... 72,308,099 86,474,257 ----------- ------------ PREFERRED STOCKS -- 0.9% ENERGY AND UTILITIES: INTEGRATED -- 0.7% 8,800 Cinergy Corp., 9.500% Cv. Pfd. ......... 440,000 557,920 15,000 Mirant Trust I, 6.250% Cv. Pfd., Ser. A+ (a) ............. 432,655 156,000 ----------- ------------ 872,655 713,920 ----------- ------------ TELECOMMUNICATIONS -- 0.2% 4,000 Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B .................. 163,992 163,000 ----------- ------------ TOTAL PREFERRED STOCKS ... 1,036,647 876,920 ----------- ------------ PRINCIPAL AMOUNT --------- CONVERTIBLE BONDS -- 0.7% ENERGY AND UTILITIES: ELECTRIC -- 0.4% $ 450,000 AES Corp., Sub. Deb. Cv., 4.500%, 08/15/05 ........ 413,893 454,500 ----------- ------------ See accompanying notes to financial statements. 6 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COST VALUE --------- ---- ------ CONVERTIBLE BONDS (CONTINUED) TELECOMMUNICATIONS -- 0.3% $ 300,000 Nortel Networks Corp., Cv., 4.250%, 09/01/08 ........ $ 291,774 $ 293,250 ----------- ------------ TOTAL CONVERTIBLE BONDS ... 705,667 747,750 ----------- ------------ U.S. GOVERNMENT OBLIGATIONS -- 12.5% 12,736,365 U.S. Treasury Bills, 1.794% to 2.202%++, 01/20/05 to 03/17/05 .... 12,736,365 12,737,083 ----------- ------------ TOTAL INVESTMENTS -- 98.7%. $86,786,778 100,836,010 =========== OTHER ASSETS AND LIABILITIES (NET) -- 1.3% 1,378,146 ------------ NET ASSETS -- 100.0% ..................... $102,214,156 ============ - ---------- For Federal tax purposes: Aggregate cost ........................... $ 87,025,596 ============ Gross unrealized appreciation ............ $ 14,716,996 Gross unrealized depreciation ............ (906,582) ------------ Net unrealized appreciation (depreciation) ............. $ 13,810,414 ============ - ---------- (a) Security in default. + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR - American Depository Receipt. See accompanying notes to financial statements. 7 THE GABELLI UTILITIES FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2004 - -------------------------------------------------------------------------------- ASSETS: Investments, at value (cost $86,786,778).. $100,836,010 Cash ..................................... 743 Dividends and interest receivable ........ 148,213 Receivable for Fund shares sold .......... 1,465,868 Other assets ............................. 5,443 ------------ TOTAL ASSETS ............................. 102,456,277 ------------ LIABILITIES: Payable for Fund shares redeemed ......... 53,735 Payable for investment advisory fees ..... 80,959 Payable for distribution fees ............ 24,983 Other accrued expenses and liabilities ... 82,444 ------------ TOTAL LIABILITIES ........................ 242,121 ------------ NET ASSETS applicable to 12,246,392 shares outstanding ..................... $102,214,156 ============ NET ASSETS CONSIST OF: Shares of beneficial interest, at $0.001 par value ....................... $ 12,246 Additional paid-in capital ............... 90,144,737 Accumulated net realized loss on investments .......................... (1,992,153) Net unrealized appreciation on investments 14,049,326 ------------ NET ASSETS ............................... $102,214,156 ============ SHARES OF BENEFICIAL INTEREST: CLASS AAA: Net Asset Value, offering and redemption price per share ($81,470,808 / 9,748,728 shares outstanding) .................... $8.36 ===== CLASS A: Net Asset Value and redemption price per share ($10,164,620 / 1,212,387 shares outstanding) .................... $8.38 ===== Maximum offering price per share (NAV / 0.9425, based on maximum sales charge of 5.75% of the offering price) ................. $8.89 ===== CLASS B: Net Asset Value and offering price per share ($333,313 / 40,634 shares outstanding).. $8.20(a) ===== CLASS C: Net Asset Value and offering price per share ($10,245,415 / 1,244,643 shares outstanding) $8.23(a) ===== - ---------- (a) Redemption price varies based on the length of time held. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 - -------------------------------------------------------------------------------- INVESTMENT INCOME: Dividends (net of foreign taxes of $18,137) ............................ $ 2,118,486 Interest ................................. 197,870 ------------ TOTAL INVESTMENT INCOME .................. 2,316,356 ------------ EXPENSES: Investment advisory fees ................. 628,457 Distribution fees -- Class AAA ........... 148,178 Distribution fees -- Class A ............. 4,619 Distribution fees -- Class B ............. 2,968 Distribution fees -- Class C ............. 14,304 Shareholder services fees ................ 68,095 Recovery of reimbursed expenses (see Note 3) 66,719 Shareholder communications expenses ...... 56,632 Registration fees ........................ 51,119 Legal and audit fees ..................... 31,338 Trustees' fees ........................... 25,500 Custodian fees ........................... 17,300 Miscellaneous expenses ................... 39,998 ------------ TOTAL EXPENSES ........................... 1,155,227 ------------ NET INVESTMENT INCOME .................... 1,161,129 ------------ NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments ......... 163,412 Net change in unrealized appreciation/ depreciation on investments ............ 8,946,173 ------------ NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS ......................... 9,109,585 ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................ $ 10,270,714 ============ See accompanying notes to financial statements. 8 THE GABELLI UTILITIES FUND STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- OPERATIONS: Net investment income ...................................................... $ 1,161,129 $ 521,878 Net realized gain/(loss) on investments .................................... 163,412 (295,760) Net change in unrealized appreciation/depreciation on investments .......... 8,946,173 6,636,854 ------------ ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................... 10,270,714 6,862,972 ------------ ----------- DISTRIBUTIONS TO SHAREHOLDERS: Net investment income Class AAA ................................................................ (1,083,750) (513,031) Class A .................................................................. (39,396) (2,529) Class B .................................................................. (5,664) (2,460) Class C .................................................................. (32,816) (3,858) ------------ ----------- (1,161,626) (521,878) ------------ ----------- Net realized gains Class AAA ................................................................ (125,338) -- Class A .................................................................. (4,556) -- Class B .................................................................. (655) -- Class C .................................................................. (3,795) -- ------------ ----------- (134,344) -- ------------ ----------- Return of capital Class AAA ................................................................ (5,119,985) (2,646,786) Class A .................................................................. (186,117) (13,048) Class B .................................................................. (26,759) (12,689) Class C .................................................................. (155,031) (19,907) ------------ ----------- (5,487,892) (2,692,430) ------------ ----------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS ........................................ (6,783,862) (3,214,308) ------------ ----------- SHARES OF BENEFICIAL INTEREST TRANSACTIONS: Class AAA .................................................................. 34,873,967 26,732,440 Class A .................................................................... 9,616,331 278,094 Class B .................................................................... 255,354 74,045 Class C .................................................................... 9,765,972 262,280 ------------ ----------- NET INCREASE IN NET ASSETS FROM SHARES OF BENEFICIAL INTEREST TRANSACTIONS.. 54,511,624 27,346,859 ------------ ----------- REDEMPTION FEES ............................................................ 4,853 -- ------------ ----------- NET INCREASE IN NET ASSETS ................................................. 58,003,329 30,995,523 NET ASSETS: Beginning of period ........................................................ 44,210,827 13,215,304 ------------ ----------- End of period .............................................................. $102,214,156 $44,210,827 ============ =========== See accompanying notes to financial statements. 9 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. ORGANIZATION. The Gabelli Utilities Fund (the "Fund") was organized on May 18, 1999 as a Delaware statutory trust. The Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund commenced operations on August 31, 1999. The Fund's primary objective is to provide a high level of total return through a combination of capital appreciation and current income. 2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market's official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the "Board") so determines, by such other method as the Board shall determine in good faith, to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the "Adviser"). Portfolio securities primarily traded on foreign markets are generally valued at the preceding closing values of such securities on their respective exchanges or if after the close of the foreign markets, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain foreign securities may be fair valued pursuant to procedures established by the Board. Debt instruments that are not credit impaired with remaining maturities of 60 days or less 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 valued at their fair value as determined by the Board. Debt instruments having a maturity greater than 60 days for which market quotations are readily available are valued at the latest average of the bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. Securities and assets for which market quotations are not readily available are valued at their fair value as determined in good faith under procedures established by and under the general supervision of 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 to the valuation and changes in valuation of similar securities, including a comparison of foreign securities to the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security. REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund's holding period. The Fund will 10 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- always receive and maintain securities as collateral whose market value, including accrued interest, will be at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are accounted for on the trade date with realized gain or loss on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded as earned. Dividend income is recorded on the ex-dividend date. 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 net asset value 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 solely borne by the class incurring the expense. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on ordinary income and long-term capital gains as determined in accordance with Federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterizations of distributions made by the Fund. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate equity accounts in the period that the differences arise. For the year ended December 31, 2004, reclassifications were made to decrease accumulated net investment loss by $497 and decrease accumulated net realized loss on investments by $133,847 with an offsetting adjustment to additional paid-in capital. These reclassifications have no impact on the net asset value of the Fund and the calculation of net investment income per share in the financial highlights excludes these adjustments. The tax character of distributions paid during the years ended December 31, 2004 and December 31, 2003 was as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of gains) ..... $1,295,970 $ 521,878 Non-taxable return of capital ............ 5,487,892 2,692,430 ---------- ---------- Total distributions paid ................. $6,783,862 $3,214,308 ========== ========== 11 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 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 Fund's policy 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. As of December 31, 2004, the components of accumulated earnings/(losses) on a tax basis were as follows: Capital loss carryforward ............................... $(1,753,335) Net unrealized appreciation on investments and payables and receivables .......................... 13,810,508 ----------- Total accumulated gain .................................. $12,057,173 =========== The Fund has a net capital loss carryforward for Federal income tax purposes at December 31, 2004 of $1,753,335. This capital loss carryforward is available to reduce future required distributions of net capital gains to shareholders. $954,200 of the loss carryforward is available through 2008; $655,271 is available through 2009; $54,818 is available through 2010; and $89,046 is available through 2011. For the year ended December 31, 2004, the Fund utilized net capital loss carryforwards of $134,344. 3. INVESTMENT ADVISORY AGREEMENT. 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 the Fund's 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 its affiliates. The Adviser contractually agreed to waive management fees and/or reimburse expenses of the Fund to the extent necessary to maintain the annualized total operating expenses for Class AAA, Class A, Class B and Class C at 2.00%, 2.00%, 2.75% and 2.75%, respectively, of average daily net assets. The Fund is obliged to repay the Adviser for a period of two fiscal years following the fiscal year in which the Adviser reimbursed the Fund only to the extent that the operating expenses of the Fund fall below 2.00%, 2.00%, 2.75% and 2.75% of average daily net assets for Class AAA, Class A, Class B and Class C Shares, respectively. For the year ended December 31, 2004, the Fund repaid the Adviser $66,719, the full amount due to the Adviser. 4. DISTRIBUTION PLAN. The Fund's Board has adopted a distribution plan (the "Plan") for each class of shares pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. ("Gabelli & Company"), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00% and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly. 5. PORTFOLIO SECURITIES. Purchases and proceeds from the sales of securities for the year ended December 31, 2004, other than short term securities, aggregated $59,214,289 and $9,467,626, respectively. 6. SHARES OF BENEFICIAL INTEREST. The Fund offers four classes of shares -- Class AAA Shares, Class A Shares, Class B Shares and Class C Shares. Class AAA Shares are offered only to investors who acquire them directly from Gabelli & Company or through selected broker/dealers without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred 12 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- sales charge (CDSC) upon redemption within six years of purchase. The applicable CDSC is equal to a declining percentage of the lesser of the net asset value per share at the date of original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1% CDSC for one year after purchase. As of July 27, 2004, Class B Shares are available only through exchange of Class B Shares of other Funds distributed by Gabelli & Company. Effective November 1, 2004, the Fund imposed a redemption fee of 2.00% on Class AAA, Class A, Class B and Class C Shares that are redeemed or exchanged within 60 days after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the year ended December 31, 2004 amounted to $4,853. The redemption fee did not apply to shares purchased through programs that the Adviser determined to have appropriate short-term trading policies in place. Additionally, certain recordkeepers for qualified and non-qualified retirement plans that could not collect the redemption fee at the participant level due to systems limitations have received an extension until March 31, 2005 to implement such systems. Transactions in shares of beneficial interest were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 --------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT --------- ------------ --------- ------------ CLASS AAA CLASS AAA --------------------------- -------------------------- Shares sold ........................................ 6,962,962 $ 55,861,448 5,923,852 $ 44,009,746 Shares issued upon reinvestment of dividends ....... 577,703 4,627,738 328,032 2,417,958 Shares redeemed .................................... (3,209,195) (25,615,219) (2,732,761) (19,695,264) --------- ------------ --------- ------------ Net increase ................................... 4,331,470 $ 34,873,967 3,519,123 $ 26,732,440 ========= ============ ========= ============ CLASS A CLASS A --------------------------- -------------------------- Shares sold ........................................ 1,196,763 $ 9,794,869 38,458 $ 281,490 Shares issued upon reinvestment of dividends ....... 13,991 114,955 1,314 9,989 Shares redeemed .................................... (36,423) (293,493) (1,716) (13,385) --------- ------------ --------- ------------ Net increase ................................... 1,174,331 $ 9,616,331 38,056 $ 278,094 ========= ============ ========= ============ CLASS B CLASS B --------------------------- -------------------------- Shares sold ........................................ 37,151 $ 299,078 37,131 $ 272,522 Shares issued upon reinvestment of dividends ....... 535 4,218 1,256 8,313 Shares redeemed .................................... (5,937) (47,942) (29,502) (206,790) --------- ------------ --------- ------------ Net increase ................................... 31,749 $ 255,354 8,885 $ 74,045 ========= ============ ========= ============ CLASS C CLASS C --------------------------- -------------------------- Shares sold ........................................ 1,213,943 $ 9,827,615 42,520 $ 293,831 Shares issued upon reinvestment of dividends ....... 12,114 97,528 3,146 23,475 Shares redeemed .................................... (19,910) (159,171) (7,170) (55,026) --------- ------------ --------- ------------ Net increase ................................... 1,206,147 $ 9,765,972 38,496 $ 262,280 ========= ============ ========= ============ 13 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 7. TRANSACTIONS WITH AFFILIATES. During the year ended December 31, 2004, the Fund paid brokerage commissions of $87,765 to Gabelli & Company. Gabelli & Company has informed the Fund that it received commissions (sales charges and underwriting fees) from investors on sales of Fund shares in the amount of $70,275. The cost of calculating the Fund's net asset value per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended December 31, 2004, the Fund reimbursed the Adviser $29,000 in connection with the cost of computing the Fund's net asset value, which is included in miscellaneous expenses in the Statement of Operations. 8. CONCENTRATION RISKS. The Fund invests a high percentage of its assets in the utilities sector. As a result, the Fund may be more susceptible to economic, political, and regulatory developments, positive or negative, and may experience increased volatility to the Fund's net asset value and a magnified effect in its total return. 9. OTHER MATTERS. The Adviser and/or affiliates have received subpoenas from the Attorney General of the State of New York and the SEC requesting information on mutual fund shares trading practices. Gabelli Asset Management Inc., the Adviser's parent company, is responding to these requests. The Fund does not believe that these matters will have a material adverse effect on the Fund's financial position or the results of its operations. 10. INDEMNIFICATIONS. The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 14 THE GABELLI UTILITIES FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Selected data for a share of beneficial interest outstanding throughout each period: INCOME FROM INVESTMENT OPERATIONS DISTRIBUTIONS ---------------------------------------------------- ------------------------------------------------ Net Net Asset Realized and Total Net Period Value, Net Unrealized from Net Realized Ended Beginning Investment Gain/(Loss)on Investment Investment Gain on Return of Total December 31 of Period Income(a) Investments Operations Income Investments Capital Distributions - ------------ ---------- ---------- ------------- ---------- ---------- ----------- --------- ------------- CLASS AAA 2004 $8.03 $0.15 $1.02 $1.17 $(0.13) $(0.02) $(0.69) $(0.84) 2003 6.96 0.14 1.77 1.91 (0.14) -- (0.70) (0.84) 2002 9.13 0.22 (1.55) (1.33) (0.22) -- (0.62) (0.84) 2001 11.72 0.11 (1.86) (1.75) (0.11) -- (0.73) (0.84) 2000 10.89 0.89 0.83 1.72 (0.89) -- -- (0.89) CLASS A+ 2004 $8.06 $0.19 $0.97 $1.16 $(0.11) $(0.01) $(0.72) $(0.84) 2003 6.96 0.13 1.81 1.94 (0.13) -- (0.71) (0.84) CLASS B+ 2004 $7.96 $0.08 $1.00 $1.08 $(0.08) $(0.01) $(0.75) $(0.84) 2003 6.96 0.12 1.72 1.84 (0.12) -- (0.72) (0.84) CLASS C+ 2004 $7.98 $0.11 $0.98 $1.09 $(0.06) $(0.01) $(0.77) $(0.84) 2003 6.96 0.08 1.78 1.86 (0.08) -- (0.76) (0.84) RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA --------------------------------------------------------------------- Net Asset Net Assets Operating Operating Period Value, End of Net Expenses Expenses Portfolio Ended Redemption End of Total Period Investment Net of Before Turnover December 31 Fees(a) Period Return++ (in 000's) Income Reimbursements Reimbursements(c) Rate - ------------ ---------- ------ ----------- ---------- ---------- -------------- ----------------- --------- CLASS AAA 2004 $0.00(b) $ 8.36 15.6% $81,471 1.85% 1.82% 1.82% 17% 2003 -- 8.03 29.5 43,526 1.92 2.00 2.00 39 2002 -- 6.96 (15.1) 13,215 2.91 2.00 2.64 41 2001 -- 9.13 (15.4) 9,727 1.02 2.00 2.49 110 2000 -- 11.72 16.4 13,281 8.31 2.00 2.88 215 CLASS A+ 2004 $0.00(b) $ 8.38 15.4% $10,165 2.30% 1.82% 1.82% 17% 2003 -- 8.06 29.9 307 1.67 2.00 2.00 39 CLASS B+ 2004 $0.00(b) $ 8.20 14.5% $ 333 1.08% 2.57% 2.57% 17% 2003 -- 7.96 28.4 71 1.72 2.75 2.75 39 CLASS C+ 2004 $0.00(b) $ 8.23 14.6% $10,245 1.33% 2.57% 2.57% 17% 2003 -- 7.98 28.7 307 1.11 2.75 2.75 39 - ---------- + Class A, B and C Shares commenced operations on December 31, 2002. ++ Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the period and sold at the end of the period including reinvestment of dividends and does not reflect applicable sales charges. Total return for less than one year is not annualized. (a) Per share data is calculated using the average shares outstanding method. (b) Amount represents less than $0.005 per share. (c) Under an expense deferral agreement with the Adviser, the Fund repaid the Adviser $66,719 during 2004, representing previously reimbursed expenses from the Adviser. During the fiscal year ended December 31, 2004, had such payment not been made, the expense ratio would have been 1.71%, 1.71%, 2.46% and 2.46% for Class AAA, Class A, Class B and Class C, respectively. See accompanying notes to financial statements. 15 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, 2004, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. 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. An audit includes 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, 2004, by correspondence with the Fund's custodian and brokers. 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 Gabelli Utilities Fund at December 31, 2004, 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 the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles. /s/ ERNST & YOUNG LLP New York, New York February 11, 2005 - -------------------------------------------------------------------------------- 2004 TAX NOTICE TO SHAREHOLDERS (Unaudited) For the fiscal year ended December 31, 2004, the Fund paid to shareholders, ordinary income dividends (comprised of net investment income) totaling $0.1471, $0.1235, $0.0872 and $0.0697 per share for Class AAA, Class A, Class B and Class C respectively. For the fiscal year ended December 31, 2004, 100% of the ordinary income dividend qualifies for the dividend received deduction available to corporations, and 100% of the ordinary income distribution was qualifying dividend income. Additionally, 81% of the distributions paid in 2004 were a nontaxable return of capital which should be deducted from the cost basis of the securities held as of the payment date. U.S. GOVERNMENT INCOME: The percentage of the ordinary income dividend paid by the Fund during fiscal year 2004 which was derived from U.S. Treasury securities was 5.36%. 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 Gabelli Utilities Fund did not meet this strict requirement in 2004. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax advisor as to the applicability of the information provided to your specific situation. - -------------------------------------------------------------------------------- 16 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 Gabelli Utilities Fund 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. TERM OF NUMBER OF NAME, POSITION(S) OFFICE AND FUNDS IN FUND ADDRESS 1 LENGTH OF COMPLEX OVERSEEN PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS AND AGE TIME SERVED 2 BY TRUSTEE DURING PAST FIVE YEARS HELD BY TRUSTEE 4 - -------------- ------------ ---------------- ----------------------- ------------------ INTERESTED TRUSTEES3: - ------------------- MARIO J. GABELLI Since 1999 24 Chairman of the Board, Chief Executive Director of Morgan Group Trustee Officer of Gabelli Asset Management Inc. and Holdings, Inc. Age: 62 Chief Investment Officer of Gabelli Funds, LLC (holding company) and GAMCO Investors, Inc.; Vice Chairman and Chief Executive Officer of Lynch Interactive Corporation (multimedia and services) KARL OTTO POHL Since 1999 34 Member of the Shareholder Committee of Director of Gabelli Trustee Sal Oppenheim Jr. & Cie (private investment Asset Management Inc. Age: 75 bank); Former President of the Deutsche (investment management); Bundesbank and Chairman of its Central Bank Chairman, Incentive Council (1980-1991) Capital and Incentive Asset Management (Zurich); Director at Sal Oppenheim Jr. & Cie, Zurich NON-INTERESTED TRUSTEES: - ----------------------- ANTHONY J. COLAVITA Since 1999 36 President and Attorney at Law in the law firm -- Trustee of Anthony J. Colavita, P.C. Age: 69 VINCENT D. ENRIGHT Since 1999 13 Former Senior Vice President and Chief Director of Aphton Trustee Financial Officer of KeySpan Energy Corporation Age: 61 Corporation (biopharmaceutical company) MARY E. HAUCK Since 2000 6 Retired Senior Manager of the Gabelli O'Connor -- Trustee Fixed Income Mutual Funds Management Company Age: 62 WERNER J. ROEDER, MD Since 1999 26 Medical Director of Lawrence Hospital and -- Trustee practicing private physician Age: 64 17 THE GABELLI UTILITIES FUND ADDITIONAL FUND INFORMATION (UNAUDITED) (CONTINUED) - -------------------------------------------------------------------------------- TERM OF NUMBER OF NAME, POSITION(S) OFFICE AND FUNDS IN FUND ADDRESS 1 LENGTH OF COMPLEX OVERSEEN PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS AND AGE TIME SERVED 2 BY TRUSTEE DURING PAST FIVE YEARS HELD BY TRUSTEE 4 - -------------- ------------ ---------------- ----------------------- ------------------ OFFICERS: BRUCE N. ALPERT Since 2003 -- Executive Vice President and Chief Operating -- President and Treasurer Officer of Gabelli Funds, LLC since 1988 and Age: 53 an officer of all mutual funds advised by Gabelli Funds, LLC and its affiliates. Director and President of Gabelli Advisers, Inc. JAMES E. MCKEE Since 1999 -- Vice President, General Counsel and Secretary -- Secretary of Gabelli Asset Management Inc. since 1999 and Age: 41 GAMCO Investors, Inc. since 1993; Secretary of all mutual funds advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC PETER GOLDSTEIN Since 2004 -- Director of Regulatory Affairs at Gabelli Asset -- Chief Compliance Officer Management Inc. since February 2004; Vice President Age: 51 of Goldman Sachs Asset Management from November 2000 through January 2004; Deputy General Counsel at Gabelli Asset Management Inc. from February 1998 through November 2000 - ---------- 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 Investment Company Act of 1940. Messrs. Gabelli and Pohl are each considered an "interested person" because of their 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 (i.e. public companies) or other investment companies registered under the 1940 Act. 18 THE GABELLI UTILITIES FUND One Corporate Center Rye, New York 10580-1422 800-GABELLI 800-422-3554 FAX: 914-921-5118 WEBSITE: WWW.GABELLI.COM E-MAIL: INFO@GABELLI.COM Net Asset Value available daily by calling 800-GABELLI after 6:00 P.M. BOARD OF TRUSTEES Mario J. Gabelli, CFA Mary E. Hauck CHAIRMAN AND CHIEF (RETIRED) SENIOR PORTFOLIO MANAGER INVESTMENT OFFICER GABELLI-O'CONNOR FIXED INCOME GABELLI ASSET MANAGEMENT INC. MUTUAL FUND MANAGEMENT CO. Anthony J. Colavita Karl Otto Pohl ATTORNEY-AT-LAW FORMER PRESIDENT ANTHONY J. COLAVITA, P.C. DEUTSCHE BUNDESBANK Vincent D. Enright Werner J. Roeder, MD FORMER SENIOR VICE PRESIDENT MEDICAL DIRECTOR AND CHIEF FINANCIAL OFFICER LAWRENCE HOSPITAL KEYSPAN ENERGY CORP. OFFICERS Bruce N. Alpert James E. McKee PRESIDENT AND TREASURER SECRETARY Peter Goldstein CHIEF COMPLIANCE OFFICER DISTRIBUTOR Gabelli & Company, Inc. CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT State Street Bank and Trust Company LEGAL COUNSEL Skadden, Arps, Slate, Meagher & Flom LLP - -------------------------------------------------------------------------------- This report is submitted for the general information of the shareholders of The Gabelli Utilities Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. - -------------------------------------------------------------------------------- GAB470Q404SR 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 $20,300 in 2004 and $19,000 in 2003. 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 in 2004 and $0 in 2003. 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 $3,600 in 2004 and $3,400 in 2003. 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 in 2004 and $0 in 2003. (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 auditors to the registrant and (ii) all permissible non-audit services to be provided by the independent auditors 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 auditors' 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 aggregate amount of all such permissible non-audit services provided to the registrant, Gabelli and any Covered Services Provider constitutes not more than 5% of the total amount of revenues paid by the registrant to its independent auditors during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (iii) 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 zero percent (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 $68,600 in 2004 and $62,400 in 2003. (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. SCHEDULE OF INVESTMENTS 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. 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 7(d)(2)(ii)(G) 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, that is the subject of disclosure required by Item 2, filed as exhibit (a)(1) to the Registrant's Form N-CSR, filed on March 10, 2004 (Accession No. 0000935069-04-000463). (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Gabelli Utilities Fund -------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date March 9, 2005 ---------------------------------------------------------------------------- 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 & Principal Financial Officer Date March 9, 2005 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.