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, 2007 -------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. THE GABELLI UTILITIES FUND SEMI-ANNUAL REPORT JUNE 30, 2007 TO OUR SHAREHOLDERS, During the second quarter of 2007, The Gabelli Utilities Fund (the "Fund") rose 0.1%, while the Standard & Poor's ("S&P") 500 Utilities Index was down 0.4% and the Lipper Utility Fund Average rose 3.4%. For the six month period ended June 30, 2007, the Fund was up 4.7% versus advances of 8.9% and 11.5% for the S&P 500 Utilities Index and the Lipper Utility Fund Average, respectively. Enclosed are the financial statements and the investment portfolio as of June 30, 2007. COMPARATIVE RESULTS - ---------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2007 (A) ------------------------------------------------ Since Year to Inception Quarter Date 1 Year 3 Year 5 Year (8/31/99) - ---------------------------------------------------------------------------------------------------------------------- GABELLI UTILITIES FUND CLASS AAA ............ 0.07% 4.70% 19.11% 15.90% 12.76% 10.20% S&P 500 Utilities Index ..................... (0.38) 8.87 26.09 22.60 14.50 6.76 Lipper Utility Fund Average ................. 3.43 11.50 30.86 23.53 17.29 8.28 Class A ..................................... (0.04) 4.68 19.04 15.89 12.80 10.22 (5.78)(b) (1.34)(b) 12.19(b) 13.62(b) 11.48(b) 9.39(b) Class B ..................................... (0.26) 4.31 18.13 15.01 11.96 9.69 (5.25)(c) (0.69)(c) 13.13(c) 14.25(c) 11.70(c) 9.69 Class C ..................................... (0.26) 4.29 18.19 15.04 12.02 9.73 (1.26)(d) 3.29(d) 17.19(d) 15.04 12.02 9.73 THE CURRENT EXPENSE RATIO FOR CLASS AAA, A, B, AND C SHARES IS 1.44%, 1.44%, 2.19%, AND 2.19%, RESPECTIVELY. CLASS AAA SHARES DO NOT HAVE A SALES CHARGE. THE MAXIMUM SALES CHARGE FOR CLASS A, B, AND C SHARES IS 5.75%, 5.00%, AND 1.00%, RESPECTIVELY. (a) RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN SHARE PRICE AND REINVESTMENT OF DISTRIBUTIONS AND ARE NET OF EXPENSES. INVESTMENT RETURNS AND THE PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE. WHEN SHARES ARE REDEEMED, THEY MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA PRESENTED. VISIT WWW.GABELLI.COM FOR PERFORMANCE INFORMATION AS OF THE MOST RECENT MONTH END. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES, AND EXPENSES OF THE FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE INFORMATION ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. THE 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 ("NAV'S")PER SHARE ARE USED TO CALCULATE PERFORMANCE FOR THE PERIODS PRIOR TO THE ISSUANCE OF CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES ON DECEMBER 31, 2002. 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 UTILITIES 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. DIVIDENDS ARE CONSIDERED REINVESTED. YOU CANNOT INVEST DIRECTLY IN AN INDEX. (b) INCLUDES THE EFFECT OF THE MAXIMUM 5.75% SALES CHARGE AT THE BEGINNING OF THE PERIOD. (c) PERFORMANCE RESULTS INCLUDE THE DEFERRED SALES CHARGES FOR THE CLASS B SHARES UPON REDEMPTION AT THE END OF THE QUARTER, YEAR TO DATE, ONE YEAR, THREE YEAR, AND FIVE YEAR PERIODS OF 5%, 5%, 5%, 3%, AND 2%, RESPECTIVELY, OF THE FUND'S NAV AT THE TIME OF PURCHASE OR SALE, WHICHEVER IS LOWER. CLASS B SHARES ARE NOT AVAILABLE FOR NEW PURCHASES. (d) PERFORMANCE RESULTS INCLUDE THE DEFERRED SALES CHARGES FOR THE CLASS C SHARES UPON REDEMPTION AT THE END OF THE QUARTER, YEAR TO DATE, AND ONE YEAR PERIODS OF 1% OF THE FUND'S NAV AT THE TIME OF PURCHASE OR SALE, WHICHEVER IS LOWER. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- We have separated the portfolio manager's commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager's commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds. - -------------------------------------------------------------------------------- THE GABELLI UTILITIES FUND DISCLOSURE OF FUND EXPENSES (UNAUDITED) For the Six Month Period from January 1, 2007 through June 30, 2007 EXPENSE TABLE ================================================================================ We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund's gross income, directly reduce the investment return of a fund. When a fund's expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The Expense Table below illustrates your Fund's costs in two ways: ACTUAL FUND RETURN: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The "Ending Account Value" shown is derived from the Fund's ACTUAL return during the past six months, and the "Expenses Paid During Period" shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading "Expenses Paid During Period" to estimate the expenses you paid during this period. HYPOTHETICAL 5% RETURN: This section provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case - because the hypothetical return used is NOT the Fund's actual return - the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. Beginning Ending Annualized Expenses Account Value Account Value Expense Paid During 01/01/07 06/30/07 Ratio Period* - -------------------------------------------------------------------------------- THE GABELLI UTILITIES FUND - -------------------------------------------------------------------------------- ACTUAL FUND RETURN Class AAA $1,000.00 $1,047.00 1.38% $ 7.04 Class A $1,000.00 $1,046.80 1.38% $ 7.04 Class B $1,000.00 $1,043.10 2.13% $10.85 Class C $1,000.00 $1,042.90 2.13% $10.85 HYPOTHETICAL 5% RETURN Class AAA $1,000.00 $1,018.05 1.38% $ 6.94 Class A $1,000.00 $1,018.05 1.38% $ 6.94 Class B $1,000.00 $1,014.31 2.13% $10.70 Class C $1,000.00 $1,014.31 2.13% $10.70 * 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 as of June 30, 2007: THE GABELLI UTILITIES FUND Energy and Utilities: Electric Integrated ...... 37.9% Telecommunications ............................. 7.8% Energy and Utilities: Electric Transmission and Distribution ...... 7.7% Energy and Utilities: Natural Gas Integrated ...................... 7.2% Energy and Utilities: Natural Gas Utilities .... 6.3% Energy and Utilities: Global Utilities ......... 6.1% Wireless Communications ........................ 5.4% Cable and Satellite ............................ 5.0% U.S. Government Obligations .................... 3.7% Diversified Industrial ......................... 3.2% Energy and Utilities: Services ................. 2.1% Aviation: Parts and Services ................... 2.0% Exchange Traded Funds .......................... 1.4% Business Services .............................. 0.7% Transportation ................................. 0.7% Energy and Utilities: Merchant Energy .......... 0.7% Energy and Utilities: Water .................... 0.6% Metals and Mining .............................. 0.6% Entertainment .................................. 0.6% Publishing ..................................... 0.0% Health Care .................................... 0.0% Environmental Services ......................... 0.0% Energy and Utilities: Alternative Energy ....... 0.0% Energy and Utilities: Contractors and Suppliers ................... 0.0% Other Assets and Liabilities (Net) ............. 0.3% ------- 100.0% ======= THE FUND FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q, THE LAST OF WHICH WAS FILED FOR THE QUARTER ENDED MARCH 31, 2007. SHAREHOLDERS MAY OBTAIN THIS INFORMATION AT WWW.GABELLI.COM OR BY CALLING THE FUND AT 800-GABELLI (800-422-3554). THE FUND'S FORM N-Q IS AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV AND MAY ALSO BE REVIEWED AND COPIED AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330. PROXY VOTING The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. A description of the Fund's proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC's website at www.sec.gov. 3 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS -- JUNE 30, 2007 (UNAUDITED) ================================================================================ MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS -- 94.9% AVIATION: PARTS AND SERVICES -- 2.0% 1,000,000 Rolls-Royce Group plc+ ........... $ 8,943,176 $ 10,813,689 53,280,000 Rolls-Royce Group plc, Cl. B ..... 104,394 109,132 23,000 Sequa Corp., Cl. A+ .............. 2,650,721 2,576,000 1,400 Sequa Corp., Cl. B+ .............. 153,774 158,459 ------------ ------------ 11,852,065 13,657,280 ------------ ------------ BUSINESS SERVICES -- 0.7% 80,000 aQuantive Inc.+ .................. 5,094,360 5,104,000 ------------ ------------ CABLE AND SATELLITE -- 5.0% 320,000 Cablevision Systems Corp., Cl. A+ ......................... 9,372,640 11,580,800 50,000 Charter Communications Inc., Cl. A+ ......................... 192,800 202,500 240,000 Clear Channel Communications Inc. ............ 9,070,334 9,076,800 10,000 Cogeco Cable Inc. ................ 207,213 431,824 40,000 Cogeco Inc. ...................... 777,563 1,494,860 65,000 Comcast Corp., Cl. A+ ............ 1,668,614 1,827,800 55,000 EchoStar Communications Corp., Cl. A+ .................. 1,632,988 2,385,350 84,000 Liberty Global Inc., Cl. A+ ...... 2,050,591 3,447,360 6,000 Mediacom Communications Corp., Cl. A+ .................. 35,001 58,140 50,000 Rogers Communications Inc., Cl. B .......................... 712,299 2,124,500 6,000 Shaw Communications Inc., Cl. B .......................... 148,195 252,240 20,000 The DIRECTV Group Inc.+ .......... 296,642 462,200 35,000 Time Warner Cable Inc., Cl. A+ ... 1,344,570 1,370,950 10,000 Tokyo Broadcasting System Inc. .................... 334,920 306,193 ------------ ------------ 27,844,370 35,021,517 ------------ ------------ DIVERSIFIED INDUSTRIAL -- 3.2% 170,000 General Electric Co. ............. 6,173,890 6,507,600 10,000 Mueller Water Products Inc., Cl. A .......................... 146,342 170,600 200,000 Rinker Group Ltd., ADR ........... 15,747,598 15,920,000 ------------ ------------ 22,067,830 22,598,200 ------------ ------------ ENERGY AND UTILITIES: ALTERNATIVE ENERGY -- 0.0% 1,000 Ormat Technologies Inc. .......... 15,000 37,680 ------------ ------------ ENERGY AND UTILITIES: CONTRACTORS AND SUPPLIERS -- 0.0% 1,000 Pike Electric Corp.+ ............. 14,000 22,380 ------------ ------------ ENERGY AND UTILITIES: ELECTRIC INTEGRATED -- 37.9% 232,000 Allegheny Energy Inc.+ ........... 3,002,101 12,003,680 30,000 ALLETE Inc. ...................... 1,050,425 1,411,500 68,000 Alliant Energy Corp. ............. 1,889,326 2,641,800 78,000 Ameren Corp. ..................... 3,869,366 3,822,780 MARKET SHARES COST VALUE ------ ---- ------- 185,000 American Electric Power Co. Inc. ................. $ 7,231,411 $ 8,332,400 3,800,000 Aquila Inc.+ ..................... 15,707,348 15,542,000 150,000 Avista Corp. ..................... 3,585,799 3,232,500 150,000 Black Hills Corp. ................ 5,593,896 5,962,500 17,000 Central Vermont Public Service Corp. .................. 302,720 640,560 35,000 Cleco Corp. ...................... 721,890 857,500 75,000 CMS Energy Corp. ................. 523,966 1,290,000 55,000 Constellation Energy Group Inc. ..................... 2,718,966 4,794,350 402,000 DPL Inc. ......................... 10,528,880 11,392,680 6,000 DTE Energy Co. ................... 240,835 289,320 350,000 Duke Energy Corp. ................ 5,416,587 6,405,000 52,000 Edison International ............. 671,304 2,918,240 132,000 El Paso Electric Co.+ ............ 2,149,667 3,241,920 3,000 Entergy Corp. .................... 114,480 322,050 50,000 FirstEnergy Corp. ................ 1,882,372 3,236,500 64,000 Florida Public Utilities Co. ..... 805,543 787,200 215,000 FPL Group Inc. ................... 8,340,909 12,199,100 200,000 Great Plains Energy Inc. ......... 5,958,268 5,824,000 305,000 Hawaiian Electric Industries Inc. ................ 7,870,073 7,225,450 265,000 Integrys Energy Group Inc. ....... 13,324,981 13,443,450 425,000 LSI Corp.+ ....................... 3,809,318 3,191,750 37,700 Maine & Maritimes Corp.+ ......... 1,008,254 1,012,245 225,000 MGE Energy Inc. .................. 7,306,692 7,350,750 175,000 NiSource Inc. .................... 3,909,441 3,624,250 145,000 NorthWestern Corp. ............... 4,887,503 4,612,450 110,000 NRG Energy Inc.+ ................. 2,627,937 4,572,700 190,000 OGE Energy Corp. ................. 5,070,751 6,963,500 115,000 Otter Tail Corp. ................. 3,288,426 3,688,050 28,000 PG&E Corp. ....................... 365,349 1,268,400 135,000 Pinnacle West Capital Corp. ...... 5,982,737 5,379,750 46,000 PPL Corp. ........................ 1,030,117 2,152,340 170,000 Progress Energy Inc. ............. 7,496,031 7,750,300 58,000 Public Service Enterprise Group Inc. ..................... 3,105,545 5,091,240 100,000 Puget Energy Inc. ................ 2,419,485 2,418,000 150,000 SCANA Corp. ...................... 6,162,890 5,743,500 130,000 TECO Energy Inc. ................. 2,277,826 2,233,400 125,000 The Empire District Electric Co. . 2,893,444 2,796,250 240,000 The Southern Co. ................. 8,350,234 8,229,600 260,000 TXU Corp. ........................ 16,940,351 17,498,000 70,000 Unisource Energy Corp. ........... 1,641,096 2,302,300 100,000 Unitil Corp. ..................... 2,636,614 2,720,000 310,000 Vectren Corp. .................... 8,725,769 8,348,300 610,000 Westar Energy Inc. ............... 14,005,699 14,810,800 200,000 Wisconsin Energy Corp. ........... 8,199,206 8,846,000 210,000 Xcel Energy Inc. ................. 3,695,022 4,298,700 ------------ ------------ 231,336,850 264,719,055 ------------ ------------ See accompanying notes to financial statements. 4 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2007 (UNAUDITED) ================================================================================ MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES: ELECTRIC TRANSMISSION AND DISTRIBUTION -- 7.7% 240,000 CH Energy Group Inc. ............. $ 11,391,813 $ 10,792,800 160,000 Consolidated Edison Inc. ......... 7,389,504 7,219,200 350,000 Energy East Corp. ................ 8,438,093 9,131,500 130,000 Exelon Corp. ..................... 7,887,294 9,438,000 165,000 Northeast Utilities .............. 3,282,854 4,679,400 270,000 NSTAR ............................ 7,344,112 8,761,500 110,000 Pepco Holdings Inc. .............. 2,267,877 3,102,000 16,666 UIL Holdings Corp. ............... 490,122 551,645 ------------ ------------ 48,491,669 53,676,045 ------------ ------------ ENERGY AND UTILITIES: GLOBAL UTILITIES -- 6.1% 4,000 Areva SA ......................... 1,690,915 4,296,894 24,000 Chubu Electric Power Co. Inc. .... 574,288 637,401 190,000 Electric Power Development Co. Ltd. ....................... 4,633,698 7,561,421 300 Electricite de France ............ 11,619 32,597 230,000 Endesa SA ........................ 12,301,139 12,517,155 130,000 Enel SpA ......................... 888,729 1,403,194 4,000 Energias de Portugal SA, ADR ..... 112,064 220,950 100,000 Hera SpA ......................... 174,312 419,233 12,000 Hokkaido Electric Power Co. Inc. ................. 238,323 260,711 24,000 Hokuriku Electric Power Co. ...... 442,615 464,893 26,000 Huaneng Power International Inc., ADR ........ 1,107,053 1,207,700 13,757 Iberdrola SA ..................... 645,050 773,270 20,901 Iberdrola SA, ADR ................ 1,042,437 1,172,301 100,000 Korea Electric Power Corp., ADR .. 1,697,461 2,190,000 35,000 Kyushu Electric Power Co. Inc. ... 765,331 918,172 8,775 National Grid plc, ADR ........... 386,383 647,419 2,000 Niko Resources Ltd. .............. 111,679 182,117 24,000 Shikoku Electric Power Co. Inc. ................. 473,574 566,254 2,000 Snam Rete Gas SpA ................ 10,803 11,870 24,000 The Chugoku Electric Power Co. Inc. ................. 457,538 475,614 100,000 The Kansai Electric Power Co. Inc. ................. 2,021,741 2,367,513 34,000 The Tokyo Electric Power Co. Inc. ................. 847,546 1,093,523 140,000 Tohoku Electric Power Co. Inc. ... 2,470,795 3,143,959 ------------ ------------ 33,105,093 42,564,161 ------------ ------------ ENERGY AND UTILITIES: MERCHANT ENERGY -- 0.5% 40,000 Mirant Corp.+ .................... 708,818 1,706,000 40,000 Mirant Escrow Shares+ (a) ........ 0 0 15,000 Mirant Escrow Shares+ ............ 0 0 90,000 The AES Corp.+ ................... 434,950 1,969,200 ------------ ------------ 1,143,768 3,675,200 ------------ ------------ MARKET SHARES COST VALUE ------ ---- ------- ENERGY AND UTILITIES: NATURAL GAS INTEGRATED -- 7.1% 450,000 El Paso Corp. .................... $ 5,157,910 $ 7,753,500 20,000 Energen Corp. .................... 239,277 1,098,800 85,000 EnergySouth Inc. ................. 3,049,192 4,335,000 300,000 National Fuel Gas Co. ............ 11,073,507 12,993,000 178,000 ONEOK Inc. ....................... 4,741,203 8,972,980 2,000 Questar Corp. .................... 99,250 105,700 284,000 Southern Union Co. ............... 7,327,357 9,255,560 188,350 Spectra Energy Corp. ............. 4,228,422 4,889,566 ------------ ------------ 35,916,118 49,404,106 ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS UTILITIES -- 6.3% 110,000 Atmos Energy Corp. ............... 2,949,039 3,306,600 100,000 Cascade Natural Gas Corp. ........ 2,432,372 2,641,000 51,000 Chesapeake Utilities Corp. ....... 1,373,627 1,747,260 56,700 Corning Natural Gas Corp.+ ....... 930,786 1,020,600 350,000 KeySpan Corp. .................... 13,864,598 14,693,000 27,000 Nicor Inc. ....................... 889,090 1,158,840 60,000 Piedmont Natural Gas Co. Inc. .... 1,446,871 1,479,000 640,000 SEMCO Energy Inc.+ ............... 4,835,379 4,972,800 65,000 South Jersey Industries Inc. ..... 1,827,745 2,299,700 170,000 Southwest Gas Corp. .............. 4,364,825 5,747,700 150,000 The Laclede Group Inc. ........... 4,681,467 4,782,000 ------------ ------------ 39,595,799 43,848,500 ------------ ------------ ENERGY AND UTILITIES: SERVICES -- 2.1% 230,000 ABB Ltd., ADR .................... 3,067,767 5,198,000 3,000 Cameron International Corp.+ ..... 103,313 214,410 200,000 Halliburton Co. .................. 6,236,628 6,900,000 35,000 Weatherford International Ltd.+ .. 1,462,423 1,933,400 ------------ ------------ 10,870,131 14,245,810 ------------ ------------ ENERGY AND UTILITIES: WATER -- 0.6% 3,000 American States Water Co. ........ 75,431 106,710 35,000 Aqua America Inc. ................ 776,139 787,150 2,000 California Water Service Group ... 70,055 74,980 2,000 Consolidated Water Co. Ltd. ...... 40,211 58,620 10,000 Middlesex Water Co. .............. 177,803 192,100 20,000 Pennichuck Corp. ................. 364,494 505,000 71,000 SJW Corp. ........................ 1,888,339 2,364,300 61,600 Suez SA, Strips+ ................. 0 834 10,000 United Utilities plc, ADR ........ 266,181 284,700 1,650 York Water Co. ................... 20,544 29,287 ------------ ------------ 3,679,197 4,403,681 ------------ ------------ ENTERTAINMENT -- 0.6% 90,000 Vivendi .......................... 2,733,312 3,886,986 ------------ ------------ ENVIRONMENTAL SERVICES -- 0.0% 2,250 Veolia Environnement ............. 85,492 176,717 ------------ ------------ EXCHANGE TRADED FUNDS -- 1.4% 70,000 Utilities HOLDRS Trust ........... 7,858,119 9,975,000 ------------ ------------ See accompanying notes to financial statements. 5 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2007 (UNAUDITED) ================================================================================ MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) HEALTH CARE -- 0.0% 12,000 Tsumura & Co. .................... $ 261,956 $ 221,726 ------------ ------------ METALS AND MINING -- 0.6% 16,000 Alliance Holdings GP LP .......... 319,893 476,160 5,000 Alliance Resource Partners LP .... 173,755 209,500 10,000 Compania de Minas Buenaventura SA, ADR ........... 232,654 374,600 45,000 James River Coal Co.+ ............ 641,574 583,200 38,000 Peabody Energy Corp. ............. 1,570,793 1,838,440 19,000 Uranium One Inc.+ ................ 267,672 242,037 50,000 Uranium Resources Inc.+ .......... 263,029 551,500 ------------ ------------ 3,469,370 4,275,437 ------------ ------------ PUBLISHING -- 0.0% 7,000 Idearc Inc. ...................... 205,612 247,310 ------------ ------------ TELECOMMUNICATIONS -- 7.0% 190,000 AT&T Inc. ........................ 5,903,746 7,885,000 50,000 BCE Inc. ......................... 1,731,545 1,889,500 400,000 Cincinnati Bell Inc.+ ............ 1,918,430 2,312,000 170,000 Deutsche Telekom AG, ADR ......... 3,024,508 3,129,700 200 Hutchison Telecommunications International Ltd. ............. 163 258 600 Mobistar SA ...................... 50,761 51,323 1,400 Nippon Telegraph & Telephone Corp. ................ 7,049,638 6,219,695 230,000 Nortel Networks Corp., New York+ ...................... 6,011,918 5,531,500 45,000 Philippine Long Distance Telephone Co., ADR ............. 2,332,725 2,574,000 300,000 Portugal Telecom SGPS SA ......... 3,809,892 4,153,752 50,000 Portugal Telecom SGPS SA, ADR ............................ 580,702 694,500 200 PT Indosat Tbk ................... 128 144 300,000 Sprint Nextel Corp. .............. 6,158,831 6,213,000 600 Tele2 AB, Cl. B .................. 8,180 9,848 35,000 Telecom Italia SpA, ADR .......... 1,036,446 961,100 1,066 Telefonica SA, ADR ............... 43,831 71,166 16,000 Telephone & Data Systems Inc. .... 726,980 1,001,120 30,000 Time Warner Telecom Inc., Cl. A+ ......................... 599,130 603,000 130,000 Verizon Communications Inc. ...... 4,600,438 5,352,100 ------------ ------------ 45,587,992 48,652,706 ------------ ------------ TRANSPORTATION -- 0.7% 100,000 GATX Corp. ....................... 4,238,404 4,925,000 ------------ ------------ WIRELESS COMMUNICATIONS -- 5.4% 150,000 Alltel Corp. ..................... 9,518,684 10,132,500 8,000 America Movil SAB de CV, Cl. L, ADR ..................... 137,627 495,440 17,000 China Mobile Ltd., ADR ........... 304,837 916,300 MARKET SHARES COST VALUE ------ ---- ------- 17,000 China Unicom Ltd., ADR ........... $ 141,622 $ 292,910 14,000 Clearwire Corp., Cl. A+ .......... 286,454 342,020 2,000 Cosmote Mobile Telecommunications SA .......... 36,556 61,934 19,000 Millicom International Cellular SA+ ................... 1,469,631 1,741,160 2,600 Mobile TeleSystems OJSC, ADR ..... 86,498 157,482 171 MobileOne Ltd. ................... 218 246 3,300 NTT DoCoMo Inc. .................. 5,363,266 5,226,396 165,000 Price Communications Corp. ....... 3,086,843 3,667,950 28,000 SK Telecom Co. Ltd., ADR ......... 593,203 765,800 200 SmarTone Telecommunications Holdings Ltd. .................. 207 231 75,000 United States Cellular Corp.+ .... 3,766,476 6,795,000 20,000 Vimpel-Communications, ADR ....... 1,253,553 2,107,200 150,000 Vodafone Group plc, ADR .......... 4,286,659 5,044,500 ------------ ------------ 30,332,334 37,747,069 ------------ ------------ TOTAL COMMON STOCKS .............. 565,798,841 663,085,566 ------------ ------------ CONVERTIBLE PREFERRED STOCKS -- 0.2% ENERGY AND UTILITIES: NATURAL GAS INTEGRATED -- 0.1% 800 El Paso Corp., 4.990% Cv. Pfd. (b) ............ 758,731 1,169,008 ------------ ------------ TELECOMMUNICATIONS -- 0.1% 11,400 Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B ........ 477,317 545,490 ------------ ------------ TOTAL CONVERTIBLE PREFERRED STOCKS ............... 1,236,048 1,714,498 ------------ ------------ PRINCIPAL AMOUNT ------ CONVERTIBLE BONDS -- 0.7% TELECOMMUNICATIONS -- 0.7% $5,000,000 Nortel Networks Corp., Cv., 4.250%, 09/01/08 ............... 4,883,873 4,956,250 ------------ ------------ SHARES ------ WARRANTS -- 0.2% ENERGY AND UTILITIES: MERCHANT ENERGY -- 0.2% 3,480 Mirant Corp., Ser. A, expire 01/03/11+ ............... 33,641 80,110 38,363 Mirant Corp., Ser. B, expire 01/03/11+ ............... 190,367 932,988 ------------ ------------ 224,008 1,013,098 ------------ ------------ TELECOMMUNICATIONS -- 0.0% 3,000 Bharti Airtel Ltd., expire 12/15/16+ (b) ........... 61,247 59,144 ------------ ------------ TOTAL WARRANTS ................... 285,255 1,072,242 ------------ ------------ See accompanying notes to financial statements. 6 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2007 (UNAUDITED) ================================================================================ PRINCIPAL MARKET AMOUNT COST VALUE ------ ---- ------- U.S. GOVERNMENT OBLIGATIONS -- 3.7% U.S. TREASURY BILLS -- 0.9% $ 6,267,000 U.S. Treasury Bills, 4.351% to 5.126%++, 07/12/07 to 09/27/07 ........... $ 6,228,367 $ 6,228,374 ------------ ------------ U.S. TREASURY NOTES -- 2.8% 20,000,000 U.S. Treasury Notes, 4.625%, 03/31/08 ............... 19,933,150 19,946,880 ------------ ------------ TOTAL U.S. GOVERNMENT OBLIGATIONS .................... 26,161,517 26,175,254 ------------ ------------ TOTAL INVESTMENTS -- 99.7% ........... $598,365,534 697,003,810 ============ OTHER ASSETS AND LIABILITIES (NET) -- 0.3% ....... 1,887,615 ------------ NET ASSETS -- 100.0% ............................. $698,891,425 ============ - ---------------- (a) Security fair valued under procedures established by the Board of Trustees. The procedures may include reviewing available financial information about the company and reviewing valuation of comparable securities and other factors on a regular basis. At June 30, 2007, the market value of fair valued securities amounted to $0 or 0.00% of total net assets. (b) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2007, the Rule 144A securities are considered liquid and their market value amounted to $1,228,152 or 0.18% 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. 7 THE GABELLI UTILITIES FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2007 (UNAUDITED) ================================================================================ ASSETS: Investments, at value (cost $598,365,534) ................. $697,003,810 Foreign currency, at value (cost $103,469) ................ 101,965 Cash ...................................................... 1,744 Receivable for Fund shares sold ........................... 2,948,472 Receivable for investments sold ........................... 2,065,012 Dividends and interest receivable ......................... 1,862,194 Prepaid expense ........................................... 8,923 ------------ TOTAL ASSETS ................................................ 703,992,120 ------------ LIABILITIES: Payable for Fund shares redeemed .......................... 1,227,323 Payable for investments purchased ......................... 2,843,724 Payable for investment advisory fees ...................... 597,212 Payable for distribution fees ............................. 329,791 Payable for accounting fees ............................... 3,872 Other accrued expenses .................................... 98,773 ------------ TOTAL LIABILITIES ........................................... 5,100,695 ------------ NET ASSETS applicable to 77,415,903 shares outstanding ........................................ $698,891,425 ============ NET ASSETS CONSIST OF: Paid-in capital, each class at $0.001 par value .......................................... $600,793,721 Accumulated distributions in excess of net realized gain on investments and foreign currency transactions ..................................... (531,568) Net unrealized appreciation on investments .................. 98,638,276 Net unrealized depreciation on foreign currency translations ..................................... (9,004) ------------ NET ASSETS .................................................. $698,891,425 ============ SHARES OF BENEFICIAL INTEREST: CLASS AAA: Net Asset Value, offering and redemption price per share ($165,975,739 / 18,106,881 shares outstanding; unlimited number of shares authorized) ...................................... $9.17 ===== CLASS A: Net Asset Value and redemption price per share ($248,888,362 / 27,042,880 shares outstanding; unlimited number of shares authorized) .................. $9.20 ===== Maximum offering price per share (NAV / .9425, based on maximum sales charge of 5.75% of the offering price) .................................. $9.76 ===== CLASS B: Net Asset Value and offering price per share ($346,857 / 39,590 shares outstanding; unlimited number of shares authorized) .................. $8.76(a) ===== CLASS C: Net Asset Value and offering price per share ($283,680,467 / 32,226,552 shares outstanding; unlimited number of shares authorized) .................. $8.80(a) ===== - ---------- (a) Redemption price varies based on the length of time held. STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED) ================================================================================ INVESTMENT INCOME: Dividends (net of foreign taxes of $144,059) ................ $ 8,716,462 Interest .................................................... 1,401,865 ------------ TOTAL INVESTMENT INCOME ..................................... 10,118,327 ------------ EXPENSES: Investment advisory fees .................................... 3,250,959 Distribution fees - Class AAA ............................... 207,403 Distribution fees - Class A ................................. 289,995 Distribution fees - Class B ................................. 1,766 Distribution fees - Class C ................................. 1,259,602 Shareholder services fees ................................... 196,471 Custodian fees .............................................. 63,611 Shareholder communications expenses ......................... 55,717 Registration expenses ....................................... 28,314 Legal and audit fees ........................................ 23,714 Accounting fees ............................................. 22,621 Trustees' fees .............................................. 11,478 Interest expense ............................................ 1,507 Miscellaneous expenses ...................................... 23,818 ------------ TOTAL EXPENSES .............................................. 5,436,976 Less: Custodian fee credits ................................. (18,708) ------------ NET EXPENSES ................................................ 5,418,268 ------------ NET INVESTMENT INCOME ....................................... 4,700,059 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain on investments ............................ 10,431,375 Net realized loss on foreign currency transactions .............................................. (7,297) ------------ Net realized gain on investments and foreign currency transactions ..................................... 10,424,078 ------------ Net change in unrealized appreciation/ depreciation on investments ............................... 11,262,650 Net change in unrealized appreciation/ depreciation on foreign currency translations ............. (9,402) ------------ Net change in unrealized appreciation/ depreciation on investments and foreign currency translations ............................. 11,253,248 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY ....................... 21,677,326 ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................................... $ 26,377,385 ============ See accompanying notes to financial statements. 8 THE GABELLI UTILITIES FUND STATEMENT OF CHANGES IN NET ASSETS ================================================================================ SIX MONTHS ENDED JUNE 30, 2007 YEAR ENDED (UNAUDITED) DECEMBER 31, 2006 ------------- ----------------- OPERATIONS: Net investment income ............................... $ 4,700,059 $ 7,014,436 Net realized gain on investments and foreign currency transactions ..................... 10,424,078 8,467,331 Net change in unrealized appreciation/ depreciation on investments and foreign currency translations ..................... 11,253,248 67,951,195 ------------- ------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 26,377,385 83,432,962 ------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS: Net investment income Class AAA ......................................... (1,407,952)* (2,308,317) Class A ........................................... (1,976,865)* (2,185,523) Class B ........................................... (1,809)* (5,798) Class C ........................................... (1,325,490)* (2,410,821) ------------- ------------- (4,712,116) (6,910,459) ------------- ------------- Net realized gain on investments Class AAA ......................................... (2,602,208)* (2,935,678) Class A ........................................... (3,651,731)* (2,779,512) Class B ........................................... (5,760)* (7,374) Class C ........................................... (4,164,379)* (3,066,042) ------------- ------------- (10,424,078) (8,788,606) ------------- ------------- Return of capital Class AAA ......................................... (3,485,366)* (8,013,734) Class A ........................................... (4,890,027)* (7,587,434) Class B ........................................... (9,022)* (20,129) Class C ........................................... (6,505,408)* (8,369,597) ------------- ------------- (14,889,823) (23,990,894) ------------- ------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS ................. (30,026,017) (39,689,959) ------------- ------------- SHARES OF BENEFICIAL INTEREST TRANSACTIONS: Class AAA ........................................... 8,454,365 17,936,265 Class A ............................................. 48,479,447 104,765,509 Class B ............................................. 1,342 (17,311) Class C ............................................. 76,800,402 101,620,276 ------------- ------------- NET INCREASE IN NET ASSETS FROM SHARES OF BENEFICIAL INTEREST TRANSACTIONS ................ 133,735,556 224,304,739 ------------- ------------- REDEMPTION FEES ..................................... (2,616) 4,084 ------------- ------------- NET INCREASE IN NET ASSETS .......................... 130,084,308 268,051,826 NET ASSETS: Beginning of period ................................. 568,807,117 300,755,291 ------------- ------------- End of period (including undistributed net investment income of $0 and $12,057, respectively) ........... $ 698,891,425 $ 568,807,117 ============= ============= - ---------------- * 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. 9 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ 1. ORGANIZATION. The Gabelli Utilities Fund (the "Fund") was organized on May 18, 1999 as a Delaware statutory trust. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund commenced operations on August 31, 1999. The Fund's primary objective is to provide a high level of total return through a combination of capital appreciation and current income. 2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in accordance with United States ("U.S.") generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market's official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the "Board") so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the "Adviser"). Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of 60 days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities' fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than 60 days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons 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. In September 2006, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") 157, Fair Value Measurements, which clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. Adoption of SFAS 157 requires the use of the price 10 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ================================================================================ that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. At this time, management is in the process of reviewing the requirements of SFAS 157 against its current valuation policies to determine future applicability. 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 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. At June 30, 2007, there were no open repurchase agreements. FORWARD FOREIGN EXCHANGE CONTRACTS. The Fund may engage in forward foreign exchange contracts for hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on investments and foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund's portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At June 30, 2007, there were no open forward foreign exchange contracts. FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the 11 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ================================================================================ difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments. FOREIGN SECURITIES. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers. FOREIGN TAXES. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests. RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are accounted for on the trade date with realized gain or loss on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date except for certain dividends which are recorded as soon as the Fund is informed of the dividend. DETERMINATION OF NET ASSET VALUE AND CALCULATION OF EXPENSES. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each Fund's average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board. In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense. 12 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ================================================================================ CUSTODIAN FEE CREDITS AND INTEREST EXPENSE. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as "custodian fee credits". When cash balances are overdrawn, the Fund is charged an overdraft fee of 2.00% above the Federal Funds rate on outstanding balances. This amount, if any, would be shown as "interest expense" in the Statement of Operations. DISTRIBUTIONS TO SHAREHOLDERS. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions made in excess of current earnings and profits on a tax basis are treated as a non-taxable return of capital. Distributions from net investment income include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund. The tax character of distributions paid during the fiscal year ended December 31, 2006 was as follows: DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of short-term capital gains) ................. $13,241,480 Net long-term capital gains ............................... 2,457,585 Non-taxable return of capital ............................. 23,990,894 ----------- Total distributions paid .................................. $39,689,959 =========== Since January 2000, the Fund has had a fixed distribution policy. Under the policy, the Fund declares and pays monthly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the year. Pursuant to this policy, distributions during the year are made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long-term capital gains. The Fund's current distribution policy may restrict the Fund's ability to pass through to shareholders all of its net realized long-term capital gains as a Capital Gain Dividend, subject to the maximum federal income tax rate of 15%, and may cause such gains to be treated as ordinary income subject to a maximum federal income tax rate of 35%. The Fund continues to evaluate its distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. The current annualized rate is $0.84 per share. PROVISION FOR INCOME TAXES. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required. 13 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ================================================================================ The following summarizes the tax cost of investments and the related unrealized appreciation/(depreciation) at June 30, 2007: GROSS GROSS NET UNREALIZED UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) ---- ------------ ------------ -------------- Investments ......... $598,864,879 $105,363,927 $(7,224,996) $98,138,931 Foreign currency .... 103,469 521 (2,025) (1,504) ------------ ------------ ----------- ----------- $598,968,348 $105,364,448 $(7,227,021) $98,137,427 ============ ============ =========== =========== In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("the Interpretation"). The Interpretation established for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and required certain expanded tax disclosures. The Interpretation was implemented by the Fund on June 29, 2007 and applied to all open tax years as of the effective date. Management has evaluated the application of the Interpretation to the Fund, and the adoption of the Interpretation had no impact on the amounts reported in the financial statements. 3. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS. The Fund has entered into an investment advisory agreement (the "Advisory Agreement") with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund's portfolio, oversees the administration of all aspects of the Fund's business and affairs, and pays the compensation of all Officers and Trustees of the Fund who are affiliated persons of the Adviser. The Fund pays each Trustee that is not considered to be an affiliated person an annual retainer of $3,000 plus $500 for each Board meeting attended and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund. 4. DISTRIBUTION PLAN. The Fund's Board has adopted a distribution plan (the "Plan") for each class of shares 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, 2007, other than short-term securities, aggregated $339,628,475 and $63,330,809, respectively. 6. TRANSACTIONS WITH AFFILIATES. During the six months ended June 30, 2007, the Fund paid brokerage commissions of $341,953 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it received $466,475 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares. 14 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ================================================================================ The cost of calculating the Fund's NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the six months ended June 30, 2007, the Fund paid or accrued $22,621 to the Adviser in connection with the cost of computing the Fund's NAV. 7. LINE OF CREDIT. Effective June 20, 2007, the Fund participates in an unsecured line of credit of up to $75,000,000 and may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at 0.75% above the Federal Funds rate on outstanding balances. This amount, if any, would be shown as "interest expense" in the Statement of Operations. At June 30, 2007, there were no borrowings outstanding under the line of credit. 8. SHARES OF BENEFICIAL INTEREST. The Fund currently 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, or the transfer agent without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge ("CDSC") upon redemption within six years of purchase and automatically convert to Class A Shares approximately eight years after the original purchase. The applicable CDSC is equal to a declining percentage of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Company. The Board has approved Class I Shares which have not been offered publicly. The Fund imposes a redemption fee of 2.00% on Class AAA Shares, Class A Shares, Class B Shares, and Class C Shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the six months ended June 30, 2007 and the fiscal year ended December 31, 2006 amounted to $(2,616) and $4,084, respectively. The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of dividends or other distributions, (ii) the redemption was initiated by the Fund, (iii) the shares were purchased through programs that collect the redemption fee at the program level and remit them to the Fund, or (iv) the shares were purchased through programs that the Adviser determines to have appropriate anti-short-term trading policies in place or as to which the Adviser has received assurances that look-through redemption fee procedures or effective anti-short-term trading policies and procedures are in place. 15 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) ================================================================================ Transactions in shares of beneficial interest were as follows: SIX MONTHS ENDED JUNE 30, 2007 YEAR ENDED (UNAUDITED) DECEMBER 31, 2006 -------------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT -------- ----------- ---------- ------------ CLASS AAA CLASS AAA -------------------------- ----------------------------- Shares sold ........................................ 2,975,037 $ 27,843,637 5,875,882 $ 50,756,488 Shares issued upon reinvestment of distributions ... 560,095 5,231,440 1,069,699 9,241,750 Shares redeemed .................................... (2,644,525) (24,620,712) (4,900,496) (42,061,973) ---------- ------------ ---------- ------------ Net increase ..................................... 890,607 $ 8,454,365 2,045,085 $ 17,936,265 ========== ============ ========== ============ CLASS A CLASS A -------------------------- ----------------------------- Shares sold ........................................ 7,405,297 $ 69,664,452 13,214,411 $115,924,654 Shares issued upon reinvestment of distributions ... 637,141 5,975,829 782,960 6,845,088 Shares redeemed .................................... (2,881,052) (27,160,834) (2,063,924) (18,004,233) ---------- ------------ ---------- ------------ Net increase ..................................... 5,161,386 $ 48,479,447 11,933,447 $104,765,509 ========== ============ ========== ============ CLASS B CLASS B -------------------------- ----------------------------- Shares sold ........................................ -- -- -- $ 1 Shares issued upon reinvestment of distributions ... 151 $ 1,352 440 3,709 Shares redeemed .................................... (1) (10) (2,553) (21,021) ---------- ------------ ---------- ------------ Net increase (decrease) .......................... 150 $ 1,342 (2,113) $ (17,311) ========== ============ ========== ============ CLASS C CLASS C -------------------------- ----------------------------- Shares sold ........................................ 8,914,065 $ 80,483,777 12,536,121 $106,410,918 Shares issued upon reinvestment of distributions ... 832,657 7,485,083 860,486 7,280,950 Shares redeemed .................................... (1,236,848) (11,168,458) (1,440,491) (12,071,592) ---------- ------------ ---------- ------------ Net increase ..................................... 8,509,874 $ 76,800,402 11,956,116 $101,620,276 ========== ============ ========== ============ 9. CONCENTRATION RISKS. The Fund invests a high percentage of its assets in the utilities sector. As a result, the Fund may be more susceptible to economic, political, and regulatory developments, positive or negative, and may experience increased volatility to the Fund's NAV and a magnified effect in its total return. 10. INDEMNIFICATIONS. The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 11. OTHER MATTERS. The Adviser and/or affiliates received subpoenas from the Attorney General of the State of New York and the SEC requesting information on mutual fund share trading practices involving certain funds managed by the Adviser. GAMCO Investors, Inc. ("GAMCO"), the Adviser's parent company, responded to these requests for documents and testimony. In June 2006, GAMCO began discussions with the SEC regarding a possible resolution of their inquiry. In February 2007, the Adviser made an offer of settlement to the staff of the SEC for communication to the Commission for its consideration to resolve this matter. This offer of settlement is subject to agreement regarding the specific language of the SEC's administrative order and other settlement documents. On a separate matter, in September 2005, the Adviser was informed by the staff of the SEC that the staff may recommend to the Commission that an administrative remedy and a monetary penalty be sought from the Adviser in connection with the actions of two of seven closed-end funds managed by the Adviser relating to Section 19(a) and Rule 19a-1 of the 1940 Act. These provisions require registered investment companies to provide written statements to shareholders when a dividend is made from a source other than net investment income. While the two closed-end funds sent annual statements and provided other materials containing this information, the funds did not send written statements to shareholders with each distribution in 2002 and 2003. The Adviser believes that all of the funds are now in compliance. The Adviser believes that these matters would have no effect on the Fund or any material adverse effect on the Adviser or its ability to manage the Fund. 16 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 2007(b) $9.16 $0.08 $ 0.35 $ 0.43 $(0.08)* $(0.15)* $(0.19)* $(0.42) 2006 8.20 0.17 1.63 1.80 (0.16) (0.18) (0.50) (0.84) 2005 8.36 0.15 0.53 0.68 (0.15) (0.09) (0.60) (0.84) 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) CLASS A ++ 2007(b) $9.19 $0.08 $ 0.35 $ 0.43 $(0.08)* $(0.15)* $(0.19)* $(0.42) 2006 8.23 0.18 1.62 1.80 (0.16) (0.18) (0.50) (0.84) 2005 8.38 0.16 0.53 0.69 (0.15) (0.09) (0.60) (0.84) 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 ++ 2007(b) $8.80 $0.04 $ 0.34 $ 0.38 $(0.05)* $(0.15)* $(0.22)* $(0.42) 2006 7.97 0.11 1.56 1.67 (0.12) (0.18) (0.54) (0.84) 2005 8.20 0.08 0.53 0.61 (0.09) (0.09) (0.66) (0.84) 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 ++ 2007(b) $8.84 $0.04 $ 0.34 $ 0.38 $(0.05)* $(0.15)* $(0.22)* $(0.42) 2006 8.00 0.11 1.57 1.68 (0.12) (0.18) (0.54) (0.84) 2005 8.23 0.09 0.52 0.61 (0.09) (0.09) (0.66) (0.84) 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 Rate - ----------- ---------- --------- ------- ---------- ---------- -------------- -------------- ---------- CLASS AAA 2007(b) $(0.00)(c) $9.17 4.7% $165,976 1.73%(d) 1.38%(d) 1.38%(d) 11% 2006 0.00(c) 9.16 23.1 157,645 2.02 1.44 1.44 24 2005 0.00(c) 8.20 8.4 124,437 1.79 1.50 1.50 18 2004 0.00(c) 8.36 15.6 81,471 1.85 1.82 1.82(e) 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 CLASS A ++ 2007(b) $(0.00)(c) $9.20 4.7% $248,888 1.74%(d) 1.38%(d) 1.38%(d) 11% 2006 0.00(c) 9.19 23.0 201,124 2.02 1.44 1.44 24 2005 0.00(c) 8.23 8.5 81,869 1.88 1.50 1.50 18 2004 0.00(c) 8.38 15.4 10,165 2.30 1.82 1.82(e) 17 2003 -- 8.06 29.9 307 1.67 2.00 2.00 39 CLASS B ++ 2007(b) $(0.00)(c) $8.76 4.3% $ 347 0.98%(d) 2.13%(d) 2.13%(d) 11% 2006 0.00(c) 8.80 22.1 347 1.28 2.19 2.19 24 2005 0.00(c) 7.97 7.6 331 1.01 2.25 2.25 18 2004 0.00(c) 8.20 14.5 333 1.08 2.57 2.57(e) 17 2003 -- 7.96 28.4 71 1.72 2.75 2.75 39 CLASS C ++ 2007(b) $(0.00)(c) $8.80 4.3% $283,680 0.99%(d) 2.13%(d) 2.13%(d) 11% 2006 0.00(c) 8.84 22.1 209,691 1.27 2.19 2.19 24 2005 0.00(c) 8.00 7.6 94,118 1.14 2.25 2.25 18 2004 0.00(c) 8.23 14.6 10,245 1.33 2.57 2.57(e) 17 2003 -- 7.98 28.7 307 1.11 2.75 2.75 39 - --------------- + Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the period and sold at the end of the period including reinvestment of distributions and does not reflect applicable sales charges. Total return for a period of less than one year is not annualized. ++ Class A, B, and C Shares commenced operations on December 31, 2002. * Based on fiscal year to date book income. Amounts are subject to change and recharacterization at fiscal year end. (a) Per share data is calculated using the average shares outstanding method. (b) For the period ended June 30, 2007, unaudited. (c) Amount represents less than $0.005 per share. (d) Annualized (e) 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. 17 THE GABELLI UTILITIES FUND BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED) At its meeting on May 15, 2007, the Board of Trustees ("Board") of the Fund approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trustees who are not "interested persons" of the Fund (the "Independent Board Members"). The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors. NATURE, EXTENT AND QUALITY OF SERVICES. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of supervisory, administrative, shareholder, and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager. INVESTMENT PERFORMANCE. The Independent Board Members reviewed the short, medium, and longer-term performance of the Fund against a peer group of utilities funds and against the customized peer group selected by Lipper. The Independent Board Members noted that the Fund's performance was within the bottom third of its peer group in short, medium, and longer-term performance. The Independent Board Members also noted that performance was excellent on an absolute basis and that the Fund had suffered in comparative rankings due to its more intensive focus on smaller-capitalization companies. PROFITABILITY. The Independent Board Members reviewed summary data regarding the lack of profitability of the Fund to the Adviser both with an administrative overhead charge and without a charge. The Independent Board Members also noted that a substantial portion of the Fund's portfolio transactions were executed by an affiliated broker, that the affiliated broker received distribution fees and minor amounts of sales commissions, and that the Adviser received a moderate amount of soft dollar benefits through the Fund's portfolio brokerage. ECONOMIES OF SCALE. The Independent Board Members discussed the major elements of the Adviser's cost structure and the relationship of those elements to potential economies of scale. The Independent Board Members noted that the Fund needed significantly more assets before potential economies of scale that the Fund did not share in would be likely to be realized. SHARING OF ECONOMIES OF SCALE. The Independent Board Members noted that the investment advisory fee schedule for the Fund does not take into account any potential economies of scale that may develop or any historical losses or diminished profitability of the Fund to the Adviser. SERVICE AND COST COMPARISONS. The Independent Board Members compared the expense ratios of the investment advisory fee, other expenses, and total expenses of the Fund to similar expense ratios of the peer group of utilities funds and the customized Lipper group and noted that the advisory fee includes substantially all administrative services of the Fund as well as the investment advisory services of the Adviser. The Independent Board Members noted that the Fund's expense ratios were above average and the Fund's size was average within these groups. The Independent Board Members were presented with, but did not consider to be material to their decision, various information comparing the advisory fee to the fee for other types of accounts managed by the Adviser. CONCLUSIONS. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and an excellent performance record. The Independent Board Members also concluded that the Fund's expense ratios and profitability to the Adviser of managing the Fund were reasonable and that economies of scale were not a significant factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the investment advisory agreement to the full Board. 18 GABELLI FAMILY OF FUNDS VALUE _______________________________________ GABELLI ASSET FUND Seeks to invest primarily in a diversified portfolio of common stocks selling at significant discounts to their private market value. The Fund's primary objective is growth of capital. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA GABELLI BLUE CHIP VALUE FUND Seeks long term growth of capital through investment primarily in the common stocks of established companies which are temporarily out of favor. The fund's objective is to identify a catalyst or sequence of events that will return the company to a higher value. (MULTICLASS) PORTFOLIO MANAGER: BARBARA MARCIN, CFA GAMCO WESTWOOD EQUITY FUND Seeks to invest primarily in the common stock of well seasoned companies that have recently reported positive earnings surprises and are trading below Westwood's proprietary growth rate estimates. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: SUSAN M. BYRNE FOCUSED VALUE _______________________________ GABELLI VALUE FUND Seeks to invest in securities of companies believed to be undervalued. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA SMALL CAP VALUE _____________________________ GABELLI SMALL CAP FUND Seeks to invest primarily in common stock of smaller companies (market capitalizations at the time of investment of $2 billion or less) believed to have rapid revenue and earnings growth potential. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA GAMCO WESTWOOD SMALLCAP EQUITY FUND Seeks to invest primarily in smaller capitalization equity securities - market caps of $2.5 billion or less. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: ELIZABETH M. LILLY, CFA GABELLI WOODLAND SMALL CAP VALUE FUND Seeks to invest primarily in the common stocks of smaller companies (market capitalizations generally less than $3.0 billion) believed to be undervalued with shareholder oriented management teams that are employing strategies to grow the company's value. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: ELIZABETH M. LILLY, CFA GROWTH ______________________________________ GAMCO GROWTH FUND Seeks to invest primarily in large cap stocks believed to have favorable, yet undervalued, prospects for earnings growth. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: HOWARD F. WARD, CFA GAMCO INTERNATIONAL GROWTH FUND Seeks to invest in the equity securities of foreign issuers with long-term capital appreciation potential. The Fund offers investors global diversification. (MULTICLASS) PORTFOLIO MANAGER: CAESAR BRYAN AGGRESSIVE GROWTH ___________________________ GAMCO GLOBAL GROWTH FUND Seeks capital appreciation through a disciplined investment program focusing on the globalization and interactivity of the world's marketplace. The Fund invests in companies at the forefront of accelerated growth. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED MICRO-CAP ___________________________________ GAMCO WESTWOOD MIGHTY MITES(SM) FUND Seeks to invest in micro-cap companies that have market capitalizations of $300 million or less. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) TEAM MANAGED EQUITY INCOME _______________________________ GABELLI EQUITY INCOME FUND Seeks to invest primarily in equity securities with above average market yields. The Fund pays monthly dividends and seeks a high level of total return with an emphasis on income. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA GAMCO WESTWOOD BALANCED FUND Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The Fund's primary objective is both capital appreciation and current income. (MULTICLASS) CO-PORTFOLIO MANAGERS: SUSAN M. BYRNE MARK FREEMAN, CFA GAMCO WESTWOOD INCOME FUND Seeks to provide a high level of current income as well as long-term capital appreciation by investing in income producing equity and fixed income securities. (MULTICLASS) PORTFOLIO MANAGER: BARBARA MARCIN, CFA SPECIALTY EQUITY ____________________________ GAMCO GLOBAL CONVERTIBLE SECURITIES FUND Seeks to invest principally in bonds and preferred stocks which are convertible into common stock of foreign and domestic companies. The Fund's primary objective is total return through a combination of current income and capital appreciation. (MULTICLASS) TEAM MANAGED GAMCO GLOBAL OPPORTUNITY FUND Seeks to invest in common stock of companies which have rapid growth in revenues and earnings and potential for above average capital appreciation or are undervalued. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED GABELLI SRI FUND Seeks to invest in common and preferred stocks of companies that meet the Fund's guidelines for social responsibility at the time of investment, looking to avoid companies in tobacco, alcohol, and gaming, defense/weapons contractors, and manufacturers of abortifacients. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: CHRISTOPHER C. DESMARAIS SECTOR ______________________________________ GAMCO GLOBAL TELECOMMUNICATIONS FUND Seeks to invest in telecommunications companies throughout the world - targeting undervalued companies with strong earnings and cash flow dynamics. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED GAMCO GOLD FUND Seeks to invest in a global portfolio of equity securities of gold mining and related companies. The Fund's objective is long-term capital appreciation. Investment in gold stocks is considered speculative and is affected by a variety of worldwide economic, financial, and political factors. (MULTICLASS) PORTFOLIO MANAGER: CAESAR BRYAN GABELLI UTILITIES FUND Seeks to provide a high level of total return through a combination of capital appreciation and current income. (MULTICLASS) TEAM MANAGED MERGER AND ARBITRAGE ________________________ GABELLI ABC FUND Seeks to invest in securities with attractive opportunities for appreciation or investment income. The Fund's primary objective is total return in various market conditions without excessive risk of capital loss. (NO-LOAD) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA CONTRARIAN __________________________________ GAMCO MATHERS FUND Seeks long-term capital appreciation in various market conditions without excessive risk of capital loss. (NO-LOAD) PORTFOLIO MANAGER: HENRY VAN DER EB, CFA COMSTOCK CAPITAL VALUE FUND Seeks capital appreciation and current income. The Fund may use either long or short positions to achieve its objective. (MULTICLASS) PORTFOLIO MANAGER: MARTIN WEINER, CFA COMSTOCK STRATEGY FUND The Fund emphasizes investments in debt securities, which maximize total return in light of credit risk, interest rate risk, and the risk associated with the length of maturity of debt instruments. (MULTICLASS) PORTFOLIO MANAGER: MARTIN WEINER, CFA FIXED INCOME ________________________________ GAMCO WESTWOOD INTERMEDIATE BOND FUND Seeks to invest in a diversified portfolio of bonds with various maturities. The Fund's primary objective is total return. (MULTICLASS) PORTFOLIO MANAGER: MARK FREEMAN, CFA CASH MANAGEMENT-MONEY MARKET ________________ GABELLI U.S. TREASURY MONEY MARKET FUND Seeks to invest exclusively in short-term U.S. Treasury securities. The Fund's primary objective is to provide high current income consistent with the preservation of principal and liquidity. (NO-LOAD) PORTFOLIO MANAGER: JUDITH A. RANERI AN INVESTMENT IN THE ABOVE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. THE FUNDS MAY INVEST IN FOREIGN SECURITIES WHICH INVOLVE RISKS NOT ORDINARILY ASSOCIATED WITH INVESTMENTS IN DOMESTIC ISSUES, INCLUDING CURRENCY FLUCTUATION, ECONOMIC, AND POLITICAL RISKS. TO RECEIVE A PROSPECTUS, CALL 800-GABELLI (422-3554). INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES, AND EXPENSES OF THE FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE INFORMATION ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. THE GABELLI UTILITIES FUND One Corporate Center Rye, New York 10580-1422 800-GABELLI 800-422-3554 FAX: 914-921-5118 WEBSITE: WWW.GABELLI.COM E-MAIL: INFO@GABELLI.COM Net Asset Value per share available daily by calling 800-GABELLI after 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 GAMCO INVESTORS, INC. MUTUAL FUND MANAGEMENT CO. Anthony J. Colavita Werner J. Roeder, MD ATTORNEY-AT-LAW MEDICAL DIRECTOR ANTHONY J. COLAVITA, P.C. LAWRENCE HOSPITAL Vincent D. Enright FORMER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER KEYSPAN ENERGY CORP. OFFICERS Bruce N. Alpert James E. McKee PRESIDENT SECRETARY Agnes Mullady Peter D. Goldstein TREASURER 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. - -------------------------------------------------------------------------------- GAB470Q207SR [GRAPHIC OMITTED] E P Gabelli Triangle P M MANAGEMENT S V CASH FLOW RESEARCH THE GABELLI UTILITIES FUND SEMI-ANNUAL REPORT JUNE 30, 2007 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 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Gabelli Utilities Fund ------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date August 31, 2007 ---------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date August 31, 2007 ---------------------------------------------------------------------------- By (Signature and Title)* /s/ Agnes Mullady ------------------------------------------------------- Agnes Mullady, Principal Financial Officer & Treasurer Date August 31, 2007 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.