UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-09397 --------- The Gabelli Utilities Fund ---------------------------------------------- (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 ---------------------------------------------- (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 ---------------------------------------------- (Name and address of agent for service) registrant's telephone number, including area code: 1-800-422-3554 -------------- Date of fiscal year end: December 31 ----------- Date of reporting period: June 30, 2005 ------------- 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. THE GABELLI UTILITIES FUND SEMI-ANNUAL REPORT JUNE 30, 2005 TO OUR SHAREHOLDERS, During the second quarter of 2005, the Gabelli Utilities Fund (the "Fund") rose 6.6%, while the Standard & Poor's ("S&P") 500 Utility Index was up 9.3% and the Lipper Utility Fund Average rose 7.30%. For the six month period ended June 30, 2005, the Fund was up 8.9% versus gains of 15.2% and 10.0% for the S&P 500 Utility Index and the Lipper Utility Fund Average, respectively. Enclosed are the financial statements and the investment portfolio as of June 30, 2005. COMPARATIVE RESULTS - -------------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2005 (A) ------------------------------------------------ Since Year to Inception Quarter Date 1 Year 3 Year 5 Year (8/31/99) ------- ---- ------ ------ ------ --------- GABELLI UTILITIES FUND CLASS AAA ............................ 6.57% 8.91% 21.42% 12.45% 5.63% 9.16% S&P 500 Utility Index ....................................... 9.31 15.24 37.98 13.80 4.01 3.89 Lipper Utility Fund Average ................................. 7.30 10.00 30.25 14.50 1.83 3.84 Class A ..................................................... 6.43 8.88 21.35 12.51 5.66 9.19 0.31(b) 2.64(b) 14.41(b) 10.30(b) 4.42(b) 8.09(b) Class B ..................................................... 6.34 8.59 20.52 11.70 5.20 8.78 1.34(c) 3.59(c) 15.52(c) 10.89(c) 4.87(c) 8.55(c) Class C ..................................................... 6.32 8.55 20.60 11.80 5.26 8.83 5.32(c) 7.55(c) 19.60(c) 11.80(c) 5.26(c) 8.83(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 RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE VALUE OF UTILITY STOCKS CHANGE AS LONG-TERM INTEREST RATES CHANGE. FUNDS INVESTING IN A SINGLE SECTOR, SUCH AS UTILITIES, MAY BE SUBJECT TO MORE VOLATILITY THAN FUNDS THAT INVEST MORE BROADLY. THE UTILITIES INDUSTRY CAN BE SIGNIFICANTLY AFFECTED BY GOVERNMENT REGULATION, FINANCING DIFFICULTIES, SUPPLY OR DEMAND OF SERVICES OR FUEL AND NATURAL RESOURCES CONSERVATION. THE CLASS AAA SHARES' 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. CLASS B SHARES ARE NOT AVAILABLE FOR NEW PURCHASES. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- We have separated the portfolio manager's commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager's commentary is unrestricted. The financial statements and investment portfolio are mailed separately. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds. - -------------------------------------------------------------------------------- THE GABELLI UTILITIES FUND DISCLOSURE OF FUND EXPENSES (UNAUDITED) For the Six Month Period from January 1, 2005 through June 30, 2005 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), and 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 six months ended June 30, 2005. Beginning Ending Annualized Expenses Account Value Account Value Expense Paid During 01/01/05 06/30/05 Ratio Period* - -------------------------------------------------------------------------------- GABELLI UTILITIES FUND - -------------------------------------------------------------------------------- ACTUAL FUND RETURN Class AAA $1,000.00 $1,089.10 1.47% $ 7.61 Class A $1,000.00 $1,088.80 1.47% $ 7.61 Class B $1,000.00 $1,085.90 2.22% $11.48 Class C $1,000.00 $1,085.50 2.22% $11.48 HYPOTHETICAL 5% RETURN Class AAA $1,000.00 $1,017.50 1.47% $ 7.35 Class A $1,000.00 $1,017.50 1.47% $ 7.35 Class B $1,000.00 $1,013.79 2.22% $11.08 Class C $1,000.00 $1,013.79 2.22% $11.08 * Expenses are equal to the Fund's annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. 2 SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED) The following table presents portfolio holdings as a percent of total net assets. GABELLI UTILITIES FUND Energy and Utilities: Integrated ................. 40.3% Energy and Utilities: Electric ................... 19.7% U.S. Government Obligations ...................... 12.0% Energy and Utilities: Natural Gas ................ 10.0% Cable and Satellite .............................. 4.8% Telecommunications ............................... 4.0% Entertainment .................................... 2.5% Energy and Utilities: Oil ........................ 1.9% Wireless Communications .......................... 1.5% Computer Software and Services ................... 0.9% Energy and Utilities: Water ...................... 0.5% Transportation ................................... 0.4% Metals and Mining ................................ 0.1% Other Assets and Liabilities - Net ............... 1.4% ------ 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 LAST OF WHICH WAS FILED FOR THE QUARTER ENDING MARCH 31, 2005. 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 without charge, upon request, (i) 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. 3 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS -- JUNE 30, 2005 (UNAUDITED) - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ----- COMMON STOCKS -- 85.4% CABLE AND SATELLITE -- 4.8% 30,000 Cablevision Systems Corp., Cl. A+ .................. $ 787,605 $ 966,000 12,000 Cogeco Cable Inc. ......... 248,655 265,426 40,000 Cogeco Inc. ............... 777,563 876,918 20,000 Comcast Corp., Cl. A+ ..... 638,470 614,000 50,000 DIRECTV Group Inc.+ ....... 861,324 775,000 77,000 EchoStar Communications Corp., Cl. A ............ 2,396,899 2,321,550 25,000 Insight Communications Co. Inc., Cl. A+ ........ 239,308 276,250 29,702 Liberty Global Inc., Cl A+ 1,254,626 1,386,179 6,000 Mediacom Communications Corp., Cl. A+ ........... 35,001 41,220 75,000 Rogers Communications Inc., Cl. B ................... 2,008,921 2,466,000 1,000 Shaw Communications Inc., Cl. B, New York ......... 16,985 20,770 ------------ ------------ 9,265,357 10,009,313 ------------ ------------ COMPUTER SOFTWARE AND SERVICES -- 0.9% 50,000 Storage Technology Corp.+ 1,820,396 1,814,500 ------------ ------------ ENERGY AND UTILITIES: ELECTRIC -- 19.5% 90,000 AES Corp.+ ................ 434,950 1,474,200 205,000 Allegheny Energy Inc.+ .... 2,255,704 5,170,100 26,000 ALLETE Inc. ............... 865,004 1,297,400 60,000 American Electric Power Co. Inc. .......... 2,101,931 2,212,200 30,000 Cleco Corp. ............... 608,816 647,100 120,000 DPL Inc. .................. 2,908,871 3,294,000 6,000 DTE Energy Co. ............ 240,835 280,620 70,000 Duquesne Light Holdings Inc. 1,131,131 1,307,600 52,000 Edison International ...... 671,304 2,108,600 80,000 El Paso Electric Co.+ ..... 963,137 1,636,000 160,000 Electric Power Development Co. Ltd. ................ 4,680,039 4,630,782 148,000 FPL Group Inc. ............ 5,497,916 6,224,880 90,000 Great Plains Energy Inc. .. 2,583,899 2,870,100 30,000 Green Mountain Power Corp.. 682,200 895,200 100,000 Pepco Holdings Inc. ....... 2,029,206 2,394,000 35,000 Pinnacle West Capital Corp. 1,513,477 1,555,750 6,500 TXU Corp. ................. 110,193 540,085 3,000 UIL Holdings Corp. ........ 124,810 161,430 70,000 Unisource Energy Corp. .... 1,641,096 2,152,500 ------------ ------------ 31,044,519 40,852,547 ------------ ------------ ENERGY AND UTILITIES: INTEGRATED -- 39.7% 25,000 Alliant Energy Corp. ...... 566,406 703,750 40,000 Ameren Corp. .............. 1,841,934 2,212,000 720,000 Aquila Inc.+ .............. 2,439,112 2,599,200 3,500 Areva ..................... 1,475,044 1,495,571 MARKET SHARES COST VALUE ------ ---- ----- 33,000 Black Hills Corp. ......... $ 973,139 $ 1,216,050 22,500 CH Energy Group Inc. ...... 983,888 1,094,175 24,000 Chubu Electric Power Co. Inc. 574,288 575,602 24,000 Chugoku Electric Power Co. Inc. ......... 457,538 468,488 100,000 Cinergy Corp. ............. 4,024,413 4,482,000 110,000 CMS Energy Corp.+ ......... 735,229 1,656,600 42,000 Consolidated Edison Inc. .. 1,815,654 1,967,280 22,000 Constellation Energy Group 704,631 1,269,180 47,000 Duke Energy Corp. ......... 899,917 1,397,310 230,000 El Paso Corp. ............. 2,118,265 2,649,600 12,000 Empire District Electric Co. 278,855 287,520 130,000 Enel SpA .................. 888,729 1,132,706 2,000 Energias de Portugal SA, ADR 59,120 50,160 75,000 Energy East Corp. ......... 1,604,380 2,173,500 4,000 Entergy Corp. ............. 152,640 302,200 43,000 FirstEnergy Corp. ......... 1,531,999 2,068,730 28,200 Florida Public Utilities Co. 492,924 536,082 75,000 Hawaiian Electric Industries Inc. ......... 1,929,553 2,010,750 100,000 Hera SpA .................. 174,312 278,638 12,000 Hokkaido Electric Power Co. Inc. .......... 238,323 245,604 24,000 Hokuriku Electric Power Co. 442,615 457,668 2,000 Iberdrola SA .............. 46,240 52,811 96,000 Kansai Electric Power Co. Inc 1,925,246 1,930,214 45,000 Korea Electric Power Corp., ADR ............. 669,628 705,150 24,000 Kyushu Electric Power Co. Inc 503,470 521,504 32,000 Maine & Maritimes Corp. ... 985,650 784,000 44,390 MGE Energy Inc. ........... 1,475,025 1,614,908 40,000 Mirant Corp.+ ............. 58,080 20,480 10,000 National Grid Transco plc, ADR ..................... 386,405 487,700 40,500 NiSource Inc. ............. 879,696 1,001,565 105,000 Northeast Utilities ....... 1,980,479 2,190,300 83,000 NSTAR ..................... 1,905,618 2,558,890 140,000 OGE Energy Corp. .......... 3,661,255 4,051,600 1,000 Ormat Technologies Inc. ... 15,000 19,100 31,800 Otter Tail Corp. .......... 836,051 869,094 28,000 PG&E Corp. ................ 365,349 1,051,120 17,500 PPL Corp. ................. 669,063 1,039,150 85,000 Progress Energy Inc. ...... 3,636,699 3,845,400 50,000 Public Service Enterprise Group Inc. ............. 2,522,462 3,041,000 30,000 SCANA Corp. ............... 1,223,194 1,281,300 90,000 Scottish Power plc ........ 691,224 800,620 40,000 Scottish Power plc, ADR ... 1,267,354 1,424,000 24,000 Shikoku Electric Power Co. Inc. ................ 473,574 478,226 80,800 Southern Co. .............. 2,598,025 2,801,336 30,000 TECO Energy Inc. .......... 458,758 567,300 140,000 Tohoku Electric Power Co. Inc. ................ 2,470,795 2,985,303 32,000 Tokyo Electric Power Co. Inc. ................ 782,090 763,141 See accompanying notes to financial statements. 4 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2005 (UNAUDITED) - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ----- COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES: INTEGRATED (CONTINUED) 60,000 Vectren Corp. ............. $ 1,645,112 $ 1,723,800 130,000 Westar Energy Inc. ........ 2,558,013 3,123,900 70,000 Wisconsin Energy Corp. .... 2,224,841 2,730,000 50,000 WPS Resources Corp. ....... 2,661,155 2,812,500 140,000 Xcel Energy Inc. .......... 2,370,239 2,732,800 ------------ ------------ 71,348,698 83,338,576 ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS -- 10.0% 95,000 Atmos Energy Corp. ........ 2,568,047 2,736,000 16,000 Cascade Natural Gas Corp. . 329,312 328,000 38,300 Chesapeake Utilities Corp. 981,460 1,170,065 20,000 Energen Corp. ............. 239,277 701,000 38,000 KeySpan Corp. ............. 1,374,217 1,546,600 40,000 Laclede Group Inc. ........ 1,200,335 1,270,400 77,000 National Fuel Gas Co. ..... 1,950,116 2,226,070 15,000 Nicor Inc. ................ 388,552 617,550 67,000 ONEOK Inc. ................ 1,555,299 2,187,550 32,000 Peoples Energy Corp. ...... 1,382,676 1,390,720 35,000 Piedmont Natural Gas Co. Inc. 833,090 840,700 27,200 SEMCO Energy Inc.+ ........ 146,023 162,928 2,000 Snam Rete Gas SpA ......... 10,804 10,710 4,000 South Jersey Industries Inc. 191,860 244,480 50,000 Southern Union Co.+ ....... 871,322 1,227,500 170,000 Southwest Gas Corp. ....... 4,213,198 4,336,700 ----------- ---------- 18,235,588 20,996,973 ----------- ---------- ENERGY AND UTILITIES: OIL -- 1.9% 50,000 Kaneb Services LLC ........ 2,160,520 2,164,000 6,000 Murphy Oil Corp. .......... 269,557 313,380 25,000 Unocal Corp. .............. 1,417,511 1,626,250 ------------ ------------ 3,847,588 4,103,630 ------------ ------------ ENERGY AND UTILITIES: WATER -- 0.5% 3,000 American States Water Co... 75,431 88,110 3,000 Aqua America Inc. ......... 78,190 89,220 1,000 California Water Service Group .................. 34,715 37,540 5,333 Middlesex Water Co. ....... 91,735 103,567 16,000 Pennichuck Corp. .......... 286,405 305,920 6,000 SJW Corp. ................. 219,961 282,060 2,000 Veolia Environnement ...... 68,803 75,199 1,100 York Water Co. ............ 20,544 23,254 ------------ ------------ 875,784 1,004,870 ------------ ------------ ENTERTAINMENT -- 2.5% 50,000 Time Warner Inc.+ ......... 898,799 835,500 140,000 Vivendi Universal SA, ADR.. 4,377,460 4,386,200 ------------ ------------ 5,276,259 5,221,700 ------------ ------------ MARKET SHARES COST VALUE ------ ---- ----- METALS AND MINING -- 0.1% 11,000 Compania de Minas Buenaventura SA, ADR .... $ 260,300 $ 252,890 ------------ ------------ TELECOMMUNICATIONS -- 3.6% 150,000 AT&T Corp. ................ 2,852,150 2,856,000 16,000 BellSouth Corp. ........... 476,849 425,120 200 Hutchison Telecommunications International Ltd.+ ..... 163 198 100,000 MCI Inc. .................. 2,508,103 2,571,000 200 Mobistar SA ............... 18,055 16,724 200 PT Indosat Tbk ............ 128 113 10,000 SBC Communications Inc. ... 267,899 237,500 20,000 Sprint Corp. .............. 474,697 501,800 600 Tele2 AB, Cl. B ........... 8,180 5,645 4,000 Telecom Italia SpA, ADR ... 137,085 125,240 4,500 Telephone & Data Systems Inc. 184,848 183,645 7,500 Telephone & Data Systems Inc., Special ................ 300,104 287,550 8,000 Verizon Communications Inc. 296,320 276,400 ------------ ------------ 7,524,581 7,486,935 ------------ ------------ TRANSPORTATION -- 0.4% 20,000 Overnite Corp. ............ 851,660 859,600 ------------ ------------ WIRELESS COMMUNICATIONS -- 1.5% 5,000 America Movil SA de CV, Cl. L, ADR .............. 253,766 298,050 7,000 China Mobile (Hong Kong) Ltd., ADR ............... 115,527 130,130 7,000 China Unicom Ltd., ADR .... 58,187 58,660 2,000 Cosmote Mobile Telecommunications SA ... 36,555 36,547 2,400 Mobile TeleSystems, ADR ... 79,902 80,760 190 MobileOne Ltd. ............ 218 246 20,000 O2 plc+ ................... 45,106 48,824 10,000 SK Telecom Co. Ltd., ADR .. 204,963 204,000 200 SmarTone Telecommunications Holdings Ltd. ........... 207 220 2,000 Telefonica Moviles SA, ADR 23,200 21,220 200 Tim Hellas Telecommunications SA, ADR ................. 3,316 3,794 200 Total Access Communication plc+ ....... 715 640 41,000 United States Cellular Corp.+ 1,906,494 2,047,540 4,000 Vimpel-Communications, ADR+ ..................... 123,051 136,120 1,000 Virgin Mobile Holdings plc 4,222 4,622 6,000 Vodafone Group plc, ADR ... 156,362 145,920 ------------ ------------ 3,011,791 3,217,293 ------------ ------------ TOTAL COMMON STOCKS ....... 153,362,521 179,158,827 ------------ ------------ See accompanying notes to financial statements. 5 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2005 (UNAUDITED) - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ----- CONVERTIBLE PREFERRED STOCKS -- 0.8% ENERGY AND UTILITIES: INTEGRATED -- 0.6% 800 El Paso Corp., 4.990% Cv. Pfd.+ (b) .... $ 758,731 $ 849,654 15,000 Mirant Trust I, 6.250% Cv. Pfd., Ser. A+ (a) ....... 432,655 318,750 ------------ ------------ 1,191,386 1,168,404 ------------ ------------ TELECOMMUNICATIONS -- 0.2% 11,400 Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B 477,317 514,140 ------------ ------------ TOTAL CONVERTIBLE PREFERRED STOCKS ........ 1,668,703 1,682,544 ------------ ------------ PRINCIPAL AMOUNT ------ CONVERTIBLE BONDS -- 0.4% ENERGY AND UTILITIES: ELECTRIC -- 0.2% $ 450,000 AES Corp., Sub. Deb. Cv., 4.500%, 08/15/05 ........ 442,602 452,250 ------------ ------------ TELECOMMUNICATIONS -- 0.2% 400,000 Nortel Networks Corp., Cv., 4.250%, 09/01/08 ........ 384,704 375,000 ------------ ------------ TOTAL CONVERTIBLE BONDS ... 827,306 827,250 ------------ ------------ PRINCIPAL MARKET AMOUNT COST VALUE ------ ---- ----- U.S. GOVERNMENT OBLIGATIONS -- 12.0% $25,227,000 U.S. Treasury Bills, 2.637% to 3.221%++, 07/07/05 to 10/20/05 .... $ 25,101,139 $ 25,100,657 ------------ ------------ TOTAL INVESTMENTS -- 98.6% ............... $180,959,669 206,769,278 ============ OTHER ASSETS AND LIABILITIES (NET) -- 1.4% 3,036,509 ------------ NET ASSETS -- 100.0% .................... $209,805,787 ============ - ---------- (a) Security in default. (b) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2005, the Rule 144A securities are considered liquid and the market value amounted to $849,654 or 0.4% of total net assets. + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR American Depository Receipt See accompanying notes to financial statements. 6 THE GABELLI UTILITIES FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2005 (UNAUDITED) - -------------------------------------------------------------------------------- ASSETS: Investments, at value (cost $180,959,669) ................ $206,769,278 Cash ..................................................... 29,516 Dividends and interest receivable ........................ 531,420 Receivable from investments sold ......................... 259 Receivable for Fund shares sold .......................... 3,074,396 Other assets ............................................. 2,492 ------------ TOTAL ASSETS ............................................. 210,407,361 ------------ LIABILITIES: Payable for investments purchased ........................ 309,127 Payable for Fund shares redeemed ......................... 43,260 Payable for investment advisory fees ..................... 157,906 Payable for distribution fees ............................ 68,469 Other accrued expenses and liabilities ................... 22,812 ------------ TOTAL LIABILITIES ........................................ 601,574 ------------ NET ASSETS applicable to 24,347,362 shares outstanding ..................................... $209,805,787 ============ NET ASSETS CONSIST OF: Shares of beneficial interest, at $0.001 par value .............................................. $ 24,347 Additional paid-in capital ............................... 185,970,280 Accumulated net realized loss on investments and foreign currency transactions ........................................... (1,992,153) Net unrealized appreciation on investments ............... 25,809,609 Net unrealized depreciation on foreign currency translations .................................. (6,296) ------------ NET ASSETS ............................................... $209,805,787 ============ SHARES OF BENEFICIAL INTEREST: CLASS AAA: Net Asset Value, offering and redemption price per share ($116,222,746 / 13,426,341 shares outstanding; unlimited number of shares authorized of $0.001 par value) ........................ $8.66 ===== CLASS A: Net Asset Value and redemption price per share ($39,397,283 / 4,536,738 shares outstanding; unlimited number of shares authorized of $0.001 par value) ........................ $8.68 ===== Maximum offering price per share (NAV / 0.9425, based on maximum sales charge of 5.75% of the offering price) ................................. $9.21 ===== CLASS B: Net Asset Value and offering price per share ($329,439 / 38,958 shares outstanding; unlimited number of shares authorized of $0.001 par value) ...................................... $8.46(a) ===== CLASS C: Net Asset Value and offering price per share ($53,856,319 / 6,345,325 shares outstanding; unlimited number of shares authorized of $0.001 par value) ...................................... $8.49(a) ===== - ---------- (a) Redemption price varies based on the length of time held. STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) - -------------------------------------------------------------------------------- INVESTMENT INCOME: Dividends (net of foreign taxes of $43,911) .............. $ 2,017,073 Interest ................................................. 287,873 ----------- TOTAL INVESTMENT INCOME .................................. 2,304,946 ----------- EXPENSES: Investment advisory fees ................................. 740,038 Distribution fees -- Class AAA ........................... 120,521 Distribution fees -- Class A ............................. 26,794 Distribution fees -- Class B ............................. 1,638 Distribution fees -- Class C ............................. 149,138 Shareholder services fees ................................ 40,804 Shareholder communications expenses ...................... 25,194 Registration fees ........................................ 21,016 Custodian fees ........................................... 16,573 Legal and audit fees ..................................... 14,439 Trustees' fees ........................................... 12,146 Miscellaneous expenses ................................... 29,793 ----------- TOTAL EXPENSES ........................................... 1,198,094 Less: Custodian fee credits .............................. (550) ----------- TOTAL NET EXPENSES ....................................... 1,197,544 ----------- NET INVESTMENT INCOME .................................... 1,107,402 ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain on investments ......................... 1,189,129 Net realized loss on foreign currency transactions ........................................... (688) Net change in unrealized appreciation/ depreciation on investments and foreign currency translations .................................. 11,753,987 ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY ....................... 12,942,428 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................................ $14,049,830 =========== See accompanying notes to financial statements. 7 THE GABELLI UTILITIES FUND STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2005 YEAR ENDED (UNAUDITED) DECEMBER 31, 2004 --------------- ----------------- OPERATIONS: Net investment income ..................................................... $ 1,107,402 $ 1,161,129 Net realized gain on investments and foreign currency transactions ........ 1,188,441 163,412 Net change in unrealized appreciation/depreciation on investments and foreign currency translations ........................................... 11,753,987 8,946,173 ------------ ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... 14,049,830 10,270,714 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: Net investment income Class AAA ............................................................... (700,007) (1,083,750) Class A ................................................................. (167,812) (39,396) Class B ................................................................. (2,367) (5,664) Class C ................................................................. (237,216) (32,816) ------------ ------------ (1,107,402) (1,161,626) ------------ ------------ Net realized gains Class AAA ............................................................... (751,234)* (125,338) Class A ................................................................. (180,092)* (4,556) Class B ................................................................. (2,540)* (655) Class C ................................................................. (254,575)* (3,795) ------------ ------------ (1,188,441) (134,344) ------------ ------------ Return of capital Class AAA ............................................................... (3,510,518)* (5,119,985) Class A ................................................................. (841,572)* (186,117) Class B ................................................................. (11,872)* (26,759) Class C ................................................................. (1,189,629)* (155,031) ------------ ------------ (5,553,591) (5,487,892) ------------ ------------ TOTAL DISTRIBUTIONS TO SHAREHOLDERS ....................................... (7,849,434) (6,783,862) ------------ ------------ SHARES OF BENEFICIAL INTEREST TRANSACTIONS: Class AAA ............................................................... 30,881,664 34,873,967 Class A ................................................................. 28,155,348 9,616,331 Class B ................................................................. (13,488) 255,354 Class C ................................................................. 42,348,986 9,765,972 ------------ ------------ NET INCREASE IN NET ASSETS FROM SHARES OF BENEFICIAL INTEREST TRANSACTIONS 101,372,510 54,511,624 ------------ ------------ REDEMPTION FEES ........................................................... 18,725 4,853 ------------ ------------ NET INCREASE IN NET ASSETS ................................................ 107,591,631 58,003,329 NET ASSETS: Beginning of period ....................................................... 102,214,156 44,210,827 ------------ ------------ End of period ............................................................. $209,805,787 $102,214,156 ============ ============ - ---------- * Based on fiscal year to date book income. Amounts are subject to change and recharacterization at fiscal year end. See accompanying notes to financial statements. 8 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- 1. ORGANIZATION. The Gabelli Utilities Fund (the "Fund") was organized on May 18, 1999 as a Delaware statutory trust. The Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund commenced operations on August 31, 1999. The Fund's primary objective is to provide a high level of total return through a combination of capital appreciation and current income. 2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in accordance with 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 9 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- agreed-upon price and time, thereby determining the yield during the Fund's holding period. The Fund will 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 year ended December 31, 2004 was as follows: YEAR ENDED DECEMBER 31, 2004 ----------------- DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of gains) ...... $1,295,970 Non-taxable return of capital ............. 5,487,892 ---------- Total distributions paid .................. $6,783,862 ========== 10 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- PROVISION FOR INCOME TAXES. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for Federal income taxes is required. 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 foreign 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. However, to the extent that distributions are in excess of net investment company taxable income and/or net capital gain, a portion of such excess may be deemed taxable to the extent of the Fund's earnings and profits for the taxable year. $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. The following summarizes the tax cost of investments and related unrealized appreciation (depreciation) at June 30, 2005: GROSS GROSS NET UNREALIZED UNREALIZED UNREALIZED APPRECIATION/ COST APPRECIATION DEPRECIATION (DEPRECIATION) ---- ------------ ------------ -------------- Investments .......... $181,217,973 $26,659,884 $(1,108,579) $25,551,305 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 its average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund's portfolio, oversees the administration of all aspects of the Fund's business and affairs and pays the compensation of all Officers and Trustees of the Fund who are the Adviser's 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. 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 six months ended June 30, 2005, other than short term securities, aggregated $97,754,816 and $10,422,394, respectively. 11 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- 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 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. The Board has approved Class I Shares which have not been offered publicly. Effective June 15, 2005, 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 on or before the seventh day after the date of a purchase. (Prior to June 15, 2005, the Fund imposed a redemption fee on shares that were redeemed or exchanged within the sixtieth day after the date of a purchase.) The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the six months ended June 30, 2005 amounted to $18,725. The redemption fee does 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 to implement such systems. Transactions in shares of beneficial interest were as follows: SIX MONTHS ENDED JUNE 30, 2005 YEAR ENDED (UNAUDITED) DECEMBER 31, 2004 ---------------------------- ---------------------------- SHARES AMOUNT SHARES AMOUNT -------- -------- -------- -------- CLASS AAA CLASS AAA ---------------------------- ---------------------------- Shares sold ....................................... 4,721,206 $ 39,599,873 6,962,962 $ 55,861,448 Shares issued upon reinvestment of dividends ...... 387,963 3,243,790 577,703 4,627,738 Shares redeemed ................................... (1,431,556) (11,961,999) (3,209,195) (25,615,219) ---------- ------------ ---------- ------------ Net increase .................................... 3,677,613 $ 30,881,664 4,331,470 $ 34,873,967 ========== ============ ========== ============ CLASS A CLASS A ---------------------------- ---------------------------- Shares sold ....................................... 3,326,476 $ 28,172,970 1,196,763 $ 9,794,869 Shares issued upon reinvestment of dividends ...... 61,577 518,100 13,991 114,955 Shares redeemed ................................... (63,702) (535,722) (36,423) (293,493) ---------- ------------ ---------- ------------ Net increase .................................... 3,324,351 $ 28,155,348 1,174,331 $ 9,616,331 ========== ============ ========== ============ CLASS B CLASS B ---------------------------- ---------------------------- Shares sold ....................................... 955 $ 8,016 37,151 $ 299,078 Shares issued upon reinvestment of dividends ...... 221 1,797 535 4,218 Shares redeemed ................................... (2,852) (23,301) (5,937) (47,942) ---------- ------------ ---------- ------------ Net increase (decrease) ......................... (1,676) $ (13,488) 31,749 $ 255,354 ========== ============ ========== ============ CLASS C CLASS C ---------------------------- ---------------------------- Shares sold ....................................... 5,151,157 $ 42,760,404 1,213,943 $ 9,827,615 Shares issued upon reinvestment of dividends ...... 77,001 634,317 12,114 97,528 Shares redeemed ................................... (127,476) (1,045,735) (19,910) (159,171) ---------- ------------ ---------- ------------ Net increase .................................... 5,100,682 $ 42,348,986 1,206,147 $ 9,765,972 ========== ============ ========== ============ 12 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- 7. TRANSACTIONS WITH AFFILIATES. During the six months ended June 30, 2005, the Fund paid brokerage commissions of $136,065 to Gabelli & Company. Gabelli & Company has informed the Fund that it received commissions (sales charges and underwriting fees) from investors on sales and redemptions of Fund shares during the six months ended June 30, 2005 in the amount of $181,913. 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 six months ended June 30, 2005, the Fund reimbursed the Adviser $22,500 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 for documents and testimony. 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. 13 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 2005 (d) $8.36 $0.07 $0.65 $0.72 $(0.06) $ (0.06) $(0.30) $(0.42) 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 + 2005 (d) $8.38 $0.07 $0.65 $0.72 $(0.06) $ (0.06) $(0.30) $(0.42) 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 + 2005 (d) $8.20 $0.03 $0.65 $0.68 $(0.06) $ (0.06) $(0.30) $(0.42) 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 + 2005 (d) $8.23 $0.04 $0.64 $0.68 $(0.06) $ (0.06) $(0.30) $(0.42) 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(e) Reimbursements(f) Rate - ----------- ------- ------ -------- ---------- ------ ----------------- ----------------- ------- CLASS AAA 2005 (d) $0.00(c) $8.66 8.9% $116,223 1.62%(b) 1.47%(b) 1.47%(b) 8% 2004 0.00(c) 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 + 2005 (d) $0.00(c) $8.68 8.9% $ 39,397 1.69%(b) 1.47%(b) 1.47%(b) 8% 2004 0.00(c) 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 + 2005 (d) $0.00(c) $8.46 8.6% $ 330 0.84%(b) 2.22%(b) 2.22%(b) 8% 2004 0.00(c) 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 + 2005 (d) $0.00(c) $8.49 8.6% $ 53,856 0.98%(b) 2.22%(b) 2.22%(b) 8% 2004 0.00(c) 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 the period of less than one year is not annualized. (a) Per share data is calculated using the average shares outstanding method. (b) Annualized. (c) Amount represents less than $0.005 per share. (d) For the six months ended June 30, 2005, unaudited. (e) The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. For the six months ended June 30, 2005, the effect of the custodian fee credits was minimal. (f) Under an expense deferral agreement with the Adviser, the Fund repaid the Adviser $66,719 during 2004, representing previously reimbursed expenses from the Adviser. During the 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. 14 THE GABELLI UTILITIES FUND BOARD CONSIDERATION AND RE-APPROVAL OF MANAGEMENT AGREEMENT At its meeting on February 16, 2005, the Board of Trustees ("Board") of the Fund approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trustees (the "independent trustees") who are not "interested persons" of the Fund. The following paragraphs summarize the material information and factors considered by the independent trustees as well as their conclusions relative to such factors. NATURE, EXTENT AND QUALITY OF SERVICES. The independent trustees considered information regarding the Adviser's portfolio managers, the depth of the analyst pool available to the Adviser and the portfolio managers, the scope of supervisory, administrative, shareholder and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The independent trustees noted the experience, length of service and reputation of the portfolio managers. INVESTMENT PERFORMANCE. The independent trustees reviewed the short, medium and long-term performance of the Fund since inception against a peer group of sector funds. The trustees noted that the Fund's performance had been declining in comparison to its peer group from top quartile over medium and long term periods to lowest quartile in the most recent period. PROFITABILITY. The independent trustees reviewed summary data regarding the low level of profitability after years of profitability of the Fund to the Adviser. The trustees also noted that an affiliated broker of the Adviser received distribution fees and minor amounts of sales commissions. ECONOMIES OF SCALE. The independent trustees discussed the major elements of the Adviser's cost structure and the relationship of those elements to potential economies of scale. The independent trustees noted that the Fund needed significantly more assets before economies of scale could be realized. The independent trustees agreed that the Adviser should gather and provide them with information regarding possible ways of measuring potential economies of scale so that they would be in a position to review this potential issue in greater detail if the Fund grew substantially. SHARING OF ECONOMIES OF SCALE. The independent trustees noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop or any losses or diminished profitability to the Adviser in prior years. SERVICE AND COST COMPARISONS. The independent trustees compared the expense ratios of the investment management fee, other expenses and total expenses of the Fund to similar expense ratios of the peer group of sector funds and noted that the Adviser's management fee includes substantially all administrative services of the Fund as well as investment Advisory services of the Adviser. The trustees noted that the Fund's expense ratios were average and the Fund's size was below average within this group. The trustees also noted that the management fee waiver structure was the same as that in effect for most of the Gabelli funds. The trustees did not compare the management fee to the fee for other types of accounts managed by an affiliated adviser. CONCLUSIONS. The independent trustees concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services and an acceptable performance record. The independent trustees also concluded that the Fund's expense ratios were reasonable in light of the Fund's size, and that economies of scale were not a significant factor in their thinking at this time. The trustees did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the independent trustees determined to recommend continuation of the investment management agreement to the full Board of Trustees. 15 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 FORMER SENIOR PORTFOLIO MANAGER EXECUTIVE 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 D. 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. - -------------------------------------------------------------------------------- GAB470Q205SR [GRAPGHIC OMITTED] Mario J. Gabelli THE GABELLI UTILITIES FUND SEMI-ANNUAL REPORT JUNE 30, 2005 ITEM 2. CODE OF ETHICS. Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. 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) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Gabelli Utilities Fund -------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date September 7, 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 September 7, 2005 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.