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, 2008 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 30,2008 TO OUR SHAREHOLDERS, During the second quarter of 2008, The Gabelli Utilities Fund's (the "Fund") net asset value ("NAV") per share rose 4.6%, while the Standard & Poor's ("S&P") 500 Utilities Index was up 8.0% and the Lipper Utility Fund Average rose 6.4%. For the six month period ended June 30, 2008, the Fund was down 5.0% versus declines of 2.8% and 4.6% 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, 2008. COMPARATIVE RESULTS AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2008(a) Since Year to Inception Quarter Date 1 Year 3 Year 5 Year (8/31/99) ------- ------- ------ ------ ------ --------- GABELLI UTILITIES FUND CLASS AAA .. 4.57% (5.03)% (1.51)% 8.09% 11.96% 8.80% S&P 500 Utilities Index............ 7.97 (2.76) 6.63 12.50 16.98 6.74 Lipper Utility Fund Average ....... 6.35 (4.57) 2.32 13.81 16.87 7.43 Class A ........................... 4.43 (5.12) (1.51) 8.10 11.94 8.82 (1.58)(b) (10.57)(b) (7.17)(b) 5.99(b) 10.62(b) 8.10(b) Class B ........................... 4.31 (5.53) (2.30) 7.23 11.11 8.26 (0.69)(c) (10.25)(c) (7.19)(c) 6.36(c) 10.85(c) 8.26 Class C ........................... 4.41 (5.39) (2.17) 7.29 11.16 8.31 3.41(d) (6.33)(d) (3.15)(d) 7.29 11.16 8.31 Class I ........................... 4.57 (5.03) (1.51) 8.09 11.95 8.80 IN THE CURRENT PROSPECTUS, THE EXPENSE RATIOS FOR CLASS AAA, A, B, C, AND I SHARES ARE 1.41%, 1.41%, 2.16%, 2.16%, AND 1.16%, RESPECTIVELY. CLASS AAA AND CLASS I 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 CHANGE AS LONG-TERM INTEREST RATES CHANGE. FUNDS INVESTING IN A SINGLE SECTOR, SUCH AS UTILITIES, MAY BE SUBJECT TO MORE VOLATILITY THAN FUNDS THAT INVEST MORE BROADLY. THE UTILITIES INDUSTRY CAN BE SIGNIFICANTLY AFFECTED BY GOVERNMENT REGULATION, FINANCING DIFFICULTIES, SUPPLY OR DEMAND OF SERVICES OR FUEL, AND NATURAL RESOURCES CONSERVATION. THE CLASS AAA SHARE NAVS 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 AND CLASS I SHARES ON JANUARY 11, 2008. THE ACTUAL PERFORMANCE OF THE CLASS B SHARES AND CLASS C SHARES WOULD HAVE BEEN LOWER DUE TO THE ADDITIONAL EXPENSES ASSOCIATED WITH THESE CLASSES OF SHARES. THE ACTUAL PERFORMANCE OF THE CLASS I SHARES WOULD HAVE BEEN HIGHER DUE TO LOWER EXPENSES RELATED TO THIS CLASS OF SHARES. THE S&P 500 UTILITIES INDEX IS AN UNMANAGED INDICATOR OF ELECTRIC AND GAS UTILITY STOCK PERFORMANCE, WHILE THE LIPPER UTILITY FUND AVERAGE REFLECTS THE AVERAGE PERFORMANCE OF MUTUAL FUNDS CLASSIFIED IN THIS PARTICULAR CATEGORY. DIVIDENDS ARE CONSIDERED REINVESTED. YOU CANNOT INVEST DIRECTLY IN AN INDEX. (b) 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 PER SHARE 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 PER SHARE 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, 2008 through June 30, 2008 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 01/01/08 06/30/08 Ratio Period* ------------- ------------- ---------- ----------- THE GABELLI UTILITIES FUND ACTUAL FUND RETURN Class AAA $1,000.00 $ 949.70 1.42% $ 6.88 Class A $1,000.00 $ 948.80 1.42% $ 6.88 Class B $1,000.00 $ 944.70 2.17% $10.49 Class C $1,000.00 $ 946.10 2.17% $10.50 Class I** $1,000.00 $ 949.70 1.17% $ 5.36 HYPOTHETICAL 5% RETURN Class AAA $1,000.00 $1,017.80 1.42% $ 7.12 Class A $1,000.00 $1,017.80 1.42% $ 7.12 Class B $1,000.00 $1,014.07 2.17% $10.87 Class C $1,000.00 $1,014.07 2.17% $10.87 Class I $1,000.00 $1,019.05 1.17% $ 5.87 * Expenses are equal to the Fund's annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366. ** Class I Shares were first issued on January 11, 2008. Account values and expense ratios for the Actual Fund Return are calculated from January 11, 2008 through June 30, 2008. 2 SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED) The following table presents portfolio holdings as a percent of net assets as of June 30, 2008: THE GABELLI UTILITIES FUND Energy and Utilities .................. 72.5% Communications ........................ 13.8% U.S.Government Obligations ............ 10.9% Other ................................. 2.3% Other Assets and Liabilities (Net) .... 0.5% ----- 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, 2008. 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 30,2008 (UNAUDITED) MARKET SHARES COST VALUE - ----------- ------------ ------------ COMMON STOCKS -- 88.1% ENERGY AND UTILITIES -- 72.2% ENERGY AND UTILITIES: ALTERNATE ENERGY -- 0.1% 2,000 Ormat Industries Ltd. .............. $ 27,108 $ 26,008 21,000 Ormat Technologies Inc. ............ 1,015,578 1,032,780 ------------ ------------ 1,042,686 1,058,788 ------------ ------------ ENERGY AND UTILITIES: ELECTRIC INTEGRATED -- 39.7% 218,000 Allegheny Energy Inc. .............. 2,702,365 10,923,980 50,000 ALLETE Inc. ........................ 1,803,488 2,100,000 68,000 Alliant Energy Corp. ............... 1,889,326 2,329,680 100,000 Ameren Corp. ....................... 4,844,555 4,223,000 200,000 American Electric Power Co. Inc. ... 7,863,440 8,046,000 4,000,000 Aquila Inc.+ ....................... 16,444,368 15,080,000 205,000 Avista Corp. ....................... 4,709,375 4,399,300 150,000 Black Hills Corp. .................. 5,593,896 4,809,000 32,000 Central Vermont Public Service Corp. ........................... 689,401 619,840 35,000 Cleco Corp. ........................ 721,890 816,550 70,000 CMS Energy Corp. ................... 490,736 1,043,000 55,000 Constellation Energy Group Inc. .... 2,718,966 4,515,500 95,000 Dominion Resources Inc. ............ 4,254,026 4,511,550 402,000 DPL Inc. ........................... 10,528,880 10,604,760 6,000 DTE Energy Co. ..................... 240,835 254,640 350,000 Duke Energy Corp. .................. 5,416,587 6,083,000 2,000 E.ON AG ............................ 392,495 403,533 62,000 Edison International ............... 1,214,037 3,185,560 170,000 El Paso Electric Co.+ .............. 3,015,331 3,366,000 90,000 Endesa SA .......................... 4,121,012 4,384,230 3,000 Entergy Corp. ...................... 114,480 361,440 50,000 FirstEnergy Corp. .................. 1,882,372 4,116,500 124,000 Florida Public Utilities Co. ....... 1,495,288 1,475,600 270,000 FPL Group Inc. ..................... 12,797,980 17,706,600 185,000 Great Plains Energy Inc. ........... 5,638,538 4,676,800 340,000 Hawaiian Electric Industries Inc. .. 8,601,917 8,408,200 265,000 Integrys Energy Group Inc. ......... 13,324,981 13,469,950 405,000 LSI Corp.+ ......................... 3,631,338 2,486,700 55,500 Maine & Maritimes Corp.+ ........... 1,593,275 2,353,200 248,000 MGE Energy Inc. .................... 8,068,578 8,089,760 178,000 NiSource Inc. ...................... 3,963,180 3,189,760 368,000 NorthWestern Corp. ................. 10,960,853 9,354,560 110,000 NRG Energy Inc.+ ................... 2,627,937 4,719,000 199,500 OGE Energy Corp. ................... 5,375,199 6,326,145 120,000 Otter Tail Corp. ................... 3,455,082 4,659,600 40,000 PG&E Corp. ......................... 907,078 1,587,600 150,000 Pinnacle West Capital Corp. ........ 6,469,706 4,615,500 470,000 PNM Resources Inc. ................. 6,487,223 5,621,200 46,000 PPL Corp. .......................... 1,030,117 2,404,420 202,000 Progress Energy Inc. ............... 8,993,355 8,449,660 MARKET SHARES COST VALUE - ----------- ------------ ------------ 108,000 Public Service Enterprise Group Inc. ............................ $ 2,905,745 $ 4,960,440 425,000 Puget Energy Inc. .................. 11,452,637 10,195,750 172,000 SCANA Corp. ........................ 7,013,725 6,364,000 240,000 Southern Co. ....................... 8,350,234 8,380,800 130,000 TECO Energy Inc. ................... 2,277,826 2,793,700 133,000 The Empire District Electric Co. ... 3,067,114 2,465,820 139,400 Unisource Energy Corp. ............. 3,418,500 4,322,794 104,200 Unitil Corp. ....................... 2,747,344 2,824,862 310,000 Vectren Corp. ...................... 8,725,769 9,675,100 665,000 Westar Energy Inc. ................. 15,353,516 14,304,150 200,000 Wisconsin Energy Corp. ............. 8,199,206 9,044,000 210,000 Xcel Energy Inc. ................... 3,695,022 4,214,700 ------------ ------------ 264,280,124 285,317,434 ------------ ------------ ENERGY AND UTILITIES: ELECTRIC TRANSMISSION AND DISTRIBUTION -- 8.0% 264,640 CH Energy Group Inc. ............... 12,308,352 9,413,245 220,000 Consolidated Edison Inc. ........... 10,000,737 8,599,800 400,000 Energy East Corp. .................. 9,605,805 9,888,000 130,000 Exelon Corp. ....................... 7,887,294 11,694,800 180,000 Northeast Utilities ................ 3,677,238 4,595,400 275,000 NSTAR .............................. 7,568,212 9,300,500 110,000 Pepco Holdings Inc. ................ 2,267,877 2,821,500 6,000 Red Electrica de Espana ............ 352,056 390,622 16,666 UIL Holdings Corp. ................. 490,122 490,147 ------------ ------------ 54,157,693 57,194,014 ------------ ------------ ENERGY AND UTILITIES: GLOBAL UTILITIES -- 4.0% 4,000 Areva SA ........................... 1,690,915 4,679,283 24,000 Chubu Electric Power Co. Inc. ...... 574,288 585,393 195,000 Electric Power Development Co. Ltd. ............................ 4,834,052 7,235,485 300 Electricite de France .............. 11,619 28,501 120,000 Enel SpA ........................... 825,681 1,141,166 4,000 Energias de Portugal SA, ADR ....... 112,064 208,918 100,000 Hera SpA ........................... 174,312 408,571 12,000 Hokkaido Electric Power Co. Inc. ... 238,323 244,102 24,000 Hokuriku Electric Power Co. ........ 442,615 570,702 37,000 Huaneng Power International Inc., ADR ............................. 1,487,500 1,023,050 55,028 Iberdrola SA ....................... 645,050 737,302 20,901 Iberdrola SA, ADR .................. 1,042,437 1,120,954 100,000 Korea Electric Power Corp., ADR .... 1,697,461 1,453,000 35,000 Kyushu Electric Power Co. Inc. ..... 765,331 731,742 8,775 National Grid plc, ADR ............. 386,383 578,887 2,000 Niko Resources Ltd. ................ 111,679 191,704 See accompanying notes to financial statements. 4 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2008 (UNAUDITED) MARKET SHARES COST VALUE - ----------- ------------ ------------ COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES (CONTINUED) ENERGY AND UTILITIES: GLOBAL UTILITIES (CONTINUED) 24,000 Shikoku Electric Power Co. Inc. .... $ 473,574 $ 659,980 2,000 Snam Rete Gas SpA .................. 10,803 13,674 24,000 The Chugoku Electric Power Co. Inc. ............................ 457,538 511,937 100,000 The Kansai Electric Power Co. Inc. ............................ 2,021,741 2,340,255 34,000 The Tokyo Electric Power Co. Inc. .. 847,546 874,135 140,000 Tohoku Electric Power Co. Inc. ..... 2,470,795 3,045,628 ------------ ------------ 21,321,707 28,384,369 ------------ ------------ ENERGY AND UTILITIES: MERCHANT ENERGY -- 0.4% 40,000 Mirant Corp.+ ...................... 708,818 1,566,000 15,000 Mirant Corp., Escrow+ (a) .......... 0 0 40,000 Mirant Corp., Escrow+ (a) .......... 0 0 85,000 The AES Corp.+ ..................... 409,407 1,632,850 ------------ ------------ 1,118,225 3,198,850 ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS INTEGRATED -- 9.4% 500,000 El Paso Corp. ...................... 5,985,729 10,870,000 20,000 Energen Corp. ...................... 239,277 1,560,600 91,000 EnergySouth Inc. ................... 3,397,722 4,464,460 399,000 National Fuel Gas Co. .............. 15,673,908 23,732,520 178,000 ONEOK Inc. ......................... 4,741,203 8,691,740 310,000 Southern Union Co. ................. 8,024,005 8,376,200 330,000 Spectra Energy Corp. ............... 7,689,938 9,484,200 ------------ ------------ 45,751,782 67,179,720 ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS UTILITIES -- 3.8% 110,000 Atmos Energy Corp. ................. 2,949,039 3,032,700 51,000 Chesapeake Utilities Corp. ......... 1,373,627 1,311,720 118,000 Corning Natural Gas Corp.+ ......... 1,914,104 1,932,250 10,300 Delta Natural Gas Co. Inc. ......... 259,238 269,036 25,000 Enagas ............................. 711,745 708,505 27,000 Nicor Inc. ......................... 889,090 1,149,930 65,000 Piedmont Natural Gas Co. Inc. ...... 1,571,813 1,700,400 1,500 RGC Resources Inc. ................. 46,980 42,518 65,000 South Jersey Industries Inc. ....... 1,827,745 2,428,400 290,000 Southwest Gas Corp. ................ 7,794,950 8,621,700 150,000 The Laclede Group Inc. ............. 4,681,467 6,055,500 ------------ ------------ 24,019,798 27,252,659 ------------ ------------ ENERGY AND UTILITIES: NATURAL RESOURCES -- 0.5% 14,000 Alliance Holdings GP LP ............ 276,626 417,340 10,000 Compania de Minas Buenaventura SA, ADR ............................. 232,653 653,700 27,000 Peabody Energy Corp. ............... 976,718 2,377,350 MARKET SHARES COST VALUE - ----------- ------------ ------------ 24,000 Uranium One Inc.+ .................. $ 295,039 $ 112,975 50,000 Uranium Resources Inc.+ ............ 263,029 184,500 ------------ ------------ 2,044,065 3,745,865 ------------ ------------ ENERGY AND UTILITIES: SERVICES -- 2.9% 230,000 ABB Ltd., ADR+ ..................... 3,067,767 6,513,600 6,000 Cameron International Corp.+ ....... 103,313 332,100 200,000 Halliburton Co ..................... 6,236,628 10,614,000 1,000 Pike Electric Corp.+ ............... 14,000 16,610 30,000 Tenaris SA, ADR .................... 1,346,777 2,235,000 28,000 Weatherford International Ltd.+ .... 595,171 1,388,520 ------------ ------------ 11,363,656 21,099,830 ------------ ------------ ENERGY AND UTILITIES: WATER -- 0.9% 3,000 American States Water Co. .......... 75,431 104,820 100,000 American Water Works Co. Inc.+ ..... 2,150,000 2,218,000 44,000 Aqua America Inc. .................. 982,474 702,680 2,000 California Water Service Group ..... 70,055 65,540 2,000 Consolidated Water Co. Ltd. ........ 40,211 39,600 10,000 Middlesex Water Co. ................ 177,803 165,900 50,500 Pennichuck Corp. ................... 1,085,117 1,169,075 72,000 SJW Corp. .......................... 1,918,129 1,900,800 61,600 Suez SA, Strips+ ................... 0 970 10,000 United Utilities plc, ADR .......... 266,181 273,250 1,650 York Water Co. ..................... 20,543 24,040 ------------ ------------ 6,785,944 6,664,675 ------------ ------------ DIVERSIFIED INDUSTRIAL -- 0.9% 6,000 Bouygues SA ........................ 453,715 398,274 210,000 General Electric Co. ............... 7,624,015 5,604,900 17,000 Mueller Water Products Inc., Cl. A ........................... 215,678 137,190 ------------ ------------ 8,293,408 6,140,364 ------------ ------------ ENVIRONMENTAL SERVICES -- 0.0% 2,250 Veolia Environnement ............... 85,492 126,220 ------------ ------------ EXCHANGE TRADED FUNDS -- 1.6% 85,000 Utilities HOLDRS Trust ............. 9,781,043 11,215,750 ------------ ------------ TOTAL ENERGY AND UTILITIES ......... 450,045,623 518,578,538 ------------ ------------ COMMUNICATIONS -- 13.6% CABLE AND SATELLITE -- 3.0% 350,000 Cablevision Systems Corp., Cl. A+ .. 9,986,311 7,910,000 300,000 Charter Communications Inc., Cl. A+ .......................... 748,292 315,000 10,000 Cogeco Cable Inc. .................. 207,213 362,852 40,000 Cogeco Inc. ........................ 777,563 1,216,044 See accompanying notes to financial statements. 5 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2008 (UNAUDITED) MARKET SHARES COST VALUE - ----------- ------------ ------------ COMMON STOCKS (CONTINUED) COMMUNICATIONS (CONTINUED) CABLE AND SATELLITE (CONTINUED) 40,000 Comcast Corp., Cl. A ............... $ 710,829 $ 758,800 65,000 DISH Network Corp., Cl. A+ ......... 1,638,388 1,903,200 11,000 EchoStar Corp., Cl. A+ ............. 293,938 343,420 100,000 Liberty Global Inc., Cl. A+ ........ 2,650,611 3,143,000 6,000 Mediacom Communications Corp., Cl. A+ .......................... 35,001 32,040 40,000 Rogers Communications Inc., Cl. B .. 572,504 1,546,400 12,000 Shaw Communications Inc., Cl. B .... 148,195 244,320 90,000 The DIRECTV Group Inc.+ ............ 1,900,807 2,331,900 8,000 Time Warner Cable Inc., Cl. A+ ..... 198,444 211,840 33,000 Tokyo Broadcasting System Inc. ..... 877,535 626,218 42,396 Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS SA ......................... 416,753 352,443 7,042 Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS SA, ADR .................... 126,328 58,582 ------------ ------------ 21,288,712 21,356,059 ------------ ------------ TELECOMMUNICATIONS -- 7.5% 240,000 AT&T Inc. .......................... 7,713,501 8,085,600 150,000 BCE Inc. ........................... 5,771,201 5,221,500 30,000 CenturyTel Inc. .................... 977,352 1,067,700 500,000 Cincinnati Bell Inc.+ .............. 2,421,085 1,990,000 290,000 Deutsche Telekom AG, ADR ........... 5,325,111 4,747,300 4,243 FairPoint Communications Inc. ...... 39,936 30,592 200 Hutchison Telecommunications International Ltd.+ ............. 163 284 600 Mobistar SA ........................ 50,761 48,604 1,600 Nippon Telegraph & Telephone Corp. ........................... 7,960,362 7,835,382 230,000 Nortel Networks Corp., New York+ ... 4,379,105 1,890,600 43,000 Philippine Long Distance Telephone Co., ADR ........................ 2,228,260 2,297,060 220,000 Portugal Telecom SGPS SA ........... 2,824,802 2,497,402 40,000 Portugal Telecom SGPS SA, ADR ...... 464,600 449,600 200 PT Indosat Tbk ..................... 128 146 100,000 Rural Cellular Corp., Cl. A+ ....... 4,381,330 4,451,000 310,000 Sprint Nextel Corp. ................ 5,496,224 2,945,000 600 Tele2 AB, Cl. B .................... 8,180 11,756 15,000 Telecom Italia SpA, ADR ............ 430,416 299,400 1,066 Telefonica SA, ADR ................. 43,831 84,832 MARKET SHARES COST VALUE - ----------- ------------ ------------ 30,000 Telephone & Data Systems Inc. ...... $ 1,379,662 $ 1,418,100 36,000 tw telecom inc.+ ................... 695,747 577,080 225,000 Verizon Communications Inc. ........ 7,947,199 7,965,000 ------------ ------------ 60,538,956 53,913,938 ------------ ------------ WIRELESS COMMUNICATIONS -- 3.1% 7,000 America Movil SAB de CV, Cl. L, ADR ......................... 120,792 369,250 16,000 China Mobile Ltd., ADR ............. 287,740 1,071,200 16,500 China Unicom Ltd., ADR ............. 137,530 305,580 23,000 Clearwire Corp., Cl. A+ ............ 383,766 298,080 22,000 Millicom International Cellular SA .............................. 1,741,213 2,277,000 2,600 Mobile TeleSystems OJSC, ADR ....... 86,498 199,186 180 MobileOne Ltd. ..................... 210 249 4,800 NTT DoCoMo Inc. .................... 7,554,348 7,051,843 165,000 Price Communications Corp., Escrow+ (a) ..................... 0 0 28,000 SK Telecom Co. Ltd., ADR ........... 593,203 581,560 200 SmarTone Telecommunications Holdings Ltd. ................... 207 206 70,000 United States Cellular Corp.+ ...... 3,536,764 3,958,500 95,000 Vimpel-Communications, ADR ......... 1,222,613 2,819,600 130,000 Vodafone Group plc, ADR ............ 3,715,810 3,829,800 ------------ ------------ 19,380,694 22,762,054 ------------ ------------ TOTAL COMMUNICATIONS ............... 101,208,362 98,032,051 ------------ ------------ OTHER -- 2.3% AVIATION: PARTS AND SERVICES -- 1.0% 1,000,000 Rolls-Royce Group plc+ ............. 8,943,176 6,802,110 89,600,000 Rolls-Royce Group plc, Cl. B ....... 177,965 178,468 ------------ ------------ 9,121,141 6,980,578 ------------ ------------ BUILDING AND CONSTRUCTION -- 0.1% 3,400 Acciona SA ......................... 1,003,577 807,523 ------------ ------------ BUSINESS SERVICES -- 0.1% 33,000 Clear Channel Outdoor Holdings Inc., Cl. A+ .......................... 713,524 588,390 ------------ ------------ ENTERTAINMENT -- 0.5% 100,000 Vivendi ............................ 3,202,412 3,794,439 ------------ ------------ HEALTH CARE -- 0.0% 12,000 Tsumura & Co ....................... 261,956 309,083 ------------ ------------ TRANSPORTATION -- 0.6% 90,000 GATX Corp .......................... 3,511,969 3,989,700 ------------ ------------ TOTAL OTHER ........................ 17,814,579 16,469,713 ------------ ------------ TOTAL COMMON STOCKS ................ 569,068,564 633,080,302 ------------ ------------ See accompanying notes to financial statements. 6 THE GABELLI UTILITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30,2008 (UNAUDITED) MARKET SHARES COST VALUE - ----------- ------------ ------------ CONVERTIBLE PREFERRED STOCKS -- 0.3% ENERGY AND UTILITIES -- 0.2% ENERGY AND UTILITIES: NATURAL GAS INTEGRATED -- 0.2% 800 El Paso Corp., 4.990% Cv. Pfd. (b) ............. $ 758,731 $ 1,381,266 ------------ ------------ COMMUNICATIONS -- 0.1% TELECOMMUNICATIONS -- 0.1% 11,400 Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B ......... 477,317 458,280 ------------ ------------ TOTAL CONVERTIBLE PREFERRED STOCKS ................ 1,236,048 1,839,546 ------------ ------------ WARRANTS -- 0.2% ENERGY AND UTILITIES -- 0.1% ENERGY AND UTILITIES: MERCHANT ENERGY -- 0.1% 3,480 Mirant Corp., Ser. A, expire 01/03/11+ ................ 33,641 62,397 38,363 Mirant Corp., Ser. B, expire 01/03/11+ ................ 190,367 735,035 ------------ ------------ 224,008 797,432 ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS UTILITIES -- 0.0% 56,700 Corning Natural Gas Corp., expire 08/17/11+ ................ 0 116,802 ------------ ------------ 224,008 914,234 ------------ ------------ COMMUNICATIONS -- 0.1% TELECOMMUNICATIONS -- 0.1% 18,000 Bharti Airtel Ltd., expire 12/15/16+ (b) ............ 399,310 302,558 ------------ ------------ TOTAL WARRANTS ..................... 623,318 1,216,792 ------------ ------------ PRINCIPAL AMOUNT - ----------- U.S. GOVERNMENT OBLIGATIONS -- 10.9% U.S. TREASURY BILLS -- 10.8% $78,317,000 U.S. Treasury Bills, 1.113% to 1.934%++, 07/03/08 to 10/16/08 ............ 78,074,645 78,021,217 ------------ ------------ U.S. TREASURY NOTES -- 0.1% 640,000 U.S. Treasury Note, 5.000%, 07/31/08 ................ 641,509 641,509 ------------ ------------ TOTAL U.S. GOVERNMENT OBLIGATIONS ..................... 78,716,154 78,662,726 ------------ ------------ TOTAL INVESTMENTS -- 99.5% ............ $649,644,084 714,799,366 ============ OTHER ASSETS AND LIABILITIES (NET) -- 0.5% ......................... 3,605,891 ------------ NET ASSETS -- 100.0% $718,405,257 ============ - ---------- (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 the valuation of comparable securities and other factors on a regular basis. At June 30, 2008, the market value of fair valued securities amounted to $0 or 0.00% of 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, 2008, the market value of Rule 144A securities amounted to $1,683,824 or 0.23% of net assets. + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR American Depositary Receipt See accompanying notes to financial statements. 7 THE GABELLI UTILITIES FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2008 (UNAUDITED) ASSETS: Investments, at value (cost $649,644,084) .................... $714,799,366 Foreign currency, at value (cost $43,830) .................... 44,555 Cash ......................................................... 8,915 Receivable for investments sold .............................. 629,375 Receivable for Fund shares sold .............................. 3,487,842 Dividends and interest receivable ............................ 1,587,117 Unrealized appreciation on swap contracts .................... 5,449 Prepaid expenses ............................................. 68,439 ------------ TOTAL ASSETS ................................................. 720,631,058 ------------ LIABILITIES: Payable for Fund shares redeemed ............................. 1,025,445 Payable for investment advisory fees ......................... 601,120 Payable for distribution fees ................................ 351,888 Payable for accounting fees .................................. 3,751 Payable for shareholder services fees ........................ 131,507 Other accrued expenses ....................................... 112,090 ------------ TOTAL LIABILITIES ............................................ 2,225,801 ------------ NET ASSETS applicable to 89,636,325 shares outstanding ....... $718,405,257 ============ NET ASSETS CONSIST OF: Paid-in capital, each class at $0.001 par value .............. $655,294,529 Accumulated net realized loss on investments, swap contracts, and foreign currency transactions .............. (2,088,655) Net unrealized appreciation on investments ................... 65,155,282 Net unrealized appreciation on swaps ......................... 5,449 Net unrealized appreciation on foreign currency translations ..................................... 38,652 ------------ NET ASSETS ................................................... $718,405,257 ============ SHARES OF BENEFICIAL INTEREST: CLASS AAA: Net Asset Value, offering, and redemption price per share ($140,538,833 / 17,147,495 shares outstanding; unlimited number of shares authorized) .................... $ 8.20 ============ CLASS A: Net Asset Value and redemption price per share ($254,724,205 / 30,938,173 shares outstanding; unlimited number of shares authorized) .................... $ 8.23 ============ Maximum offering price per share (NAV / .9425, based on maximum sales charge of 5.75% of the offering price) .................................... $ 8.73 ============ CLASS B: Net Asset Value and offering price per share ($305,240 / 39,474 shares outstanding; unlimited number of shares authorized) .................... $ 7.73(a) ============ CLASS C: Net Asset Value and offering price per share ($321,776,851 / 41,381,935 shares outstanding; unlimited number of shares authorized) .................... $ 7.78(a) ============ CLASS I: Net Asset Value, offering, and redemption price per share ($1,060,128 / 129,248 shares outstanding; unlimited number of shares authorized) .................... $ 8.20 ============ STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) INVESTMENT INCOME: Dividends (net of foreign taxes of $246,931) ................. $ 10,440,876 Interest ..................................................... 900,880 ------------ TOTAL INVESTMENT INCOME ...................................... 11,341,756 ------------ EXPENSES: Investment advisory fees ..................................... 3,536,084 Distribution fees - Class AAA ................................ 181,876 Distribution fees - Class A .................................. 314,682 Distribution fees - Class B .................................. 1,575 Distribution fees - Class C .................................. 1,544,431 Shareholder services fees .................................... 316,881 Shareholder communications expenses .......................... 93,291 Custodian fees ............................................... 57,428 Legal and audit fees ......................................... 30,840 Registration expenses ........................................ 28,683 Accounting fees .............................................. 22,500 Trustees' fees ............................................... 11,443 Miscellaneous expenses ....................................... 39,678 ------------ TOTAL EXPENSES ............................................... 6,179,392 Less: Custodian fee credits .................................. (1,263) ------------ NET EXPENSES ................................................. 6,178,129 ------------ NET INVESTMENT INCOME ........................................ 5,163,627 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAP CONTRACTS,AND FOREIGN CURRENCY: Net realized loss on investments ............................. (1,419,049) Net realized loss on swap contracts .......................... (25,663) Net realized gain on foreign currency transactions ........... 12,682 ------------ Net realized loss on investments, swap contracts, and foreign currency transactions ......................... (1,432,030) ------------ Net change in unrealized appreciation/depreciation on investments ............................................ (43,403,608) Net change in unrealized appreciation/depreciation on swap contracts ......................................... 14,438 Net change in unrealized appreciation/depreciation on foreign currency translations .......................... 37,419 ------------ Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations ..................................... (43,351,751) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAP CONTRACTS, AND FOREIGN CURRENCY ......... (44,783,781) ------------ NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ......... $(39,620,154) ============ - ---------- (a) Redemption price varies based on the length of time held. See accompanying notes to financial statements. 8 THE GABELLI UTILITIES FUND STATEMENT OF CHANGES IN NET ASSETS SIX MONTHS ENDED JUNE 30, 2008 YEAR ENDED (UNAUDITED) DECEMBER 31, 2007 ---------------- ----------------- OPERATIONS: Net investment income .................................................... $ 5,163,627 $ 10,074,574 Net realized gain (loss) on investments, swap contracts, and foreign currency transactions ................................................. (1,432,030) 19,828,787 Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations ..................... (43,351,751) 21,175,110 ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .......... (39,620,154) 51,078,471 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: Net investment income Class AAA ............................................................. (1,045,729)* (2,345,569) Class A ............................................................... (1,812,260)* (3,479,842) Class B ............................................................... (2,395)* (5,267) Class C ............................................................... (2,352,446)* (4,177,106) Class I ............................................................... (5,995)* -- ------------ ------------ (5,218,825) (10,007,784) ------------ ------------ Net realized gain on investments Class AAA ............................................................. -- (4,682,214) Class A ............................................................... -- (6,946,445) Class B ............................................................... -- (10,514) Class C ............................................................... -- (8,338,320) ------------ ------------ -- (19,977,493) ------------ ------------ Return of capital Class AAA ............................................................. (6,229,706)* (7,778,858) Class A ............................................................... (10,796,152)* (11,540,568) Class B ............................................................... (14,269)* (17,467) Class C ............................................................... (14,014,190)* (13,852,978) Class I ............................................................... (35,715)* -- ------------ ------------ (31,090,032) (33,189,871) ------------ ------------ TOTAL DISTRIBUTIONS TO SHAREHOLDERS ...................................... (36,308,857) (63,175,148) ------------ ------------ SHARES OF BENEFICIAL INTEREST TRANSACTIONS: Class AAA ............................................................. (5,840,239) 6,022,104 Class A ............................................................... 19,437,309 63,460,301 Class B ............................................................... (2,289) 2,760 Class C ............................................................... 39,856,121 113,557,340 Class I ............................................................... 1,131,697 -- ------------ ------------ NET INCREASE IN NET ASSETS FROM SHARES OF BENEFICIAL INTEREST TRANSACTIONS .......................................................... 54,582,599 183,042,505 ------------ ------------ REDEMPTION FEES .......................................................... 1,269 (2,545) ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS .................................... (21,345,143) 170,943,283 NET ASSETS: Beginning of period ...................................................... 739,750,400 568,807,117 ------------ ------------ End of period (including undistributed net investment income of $0 and $55,198, respectively) ......................................... $718,405,257 $739,750,400 ============ ============ - ---------- * 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 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 Return Ended Beginning Investment Gain/(Loss) on Investment Investment Gain on of Total December 31 of Period Income (a) Investments Operations Income Investments Capital Distributions - ----------- --------- ---------- -------------- ---------- ---------- ----------- ------- ------------- CLASS AAA 2008(b) $9.08 $0.07 $(0.53) $(0.46) $(0.06)* -- $(0.36)* $(0.42) 2007 9.16 0.16 0.60 0.76 (0.13) $(0.27) (0.44) (0.84) 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) CLASS A 2008(b) $9.12 $0.08 $(0.55) $(0.47) $(0.06)* -- $(0.36)* $(0.42) 2007 9.19 0.16 0.61 0.77 (0.13) $(0.27) (0.44) (0.84) 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 2008(b) $8.63 $0.04 $(0.52) $(0.48) $(0.06)* -- $(0.36)* $(0.42) 2007 8.80 0.09 0.58 0.67 (0.13) $(0.27) (0.44) (0.84) 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 2008(b) $8.67 $0.04 $(0.51) $(0.47) $(0.06)* -- $(0.36)* $(0.42) 2007 8.84 0.09 0.58 0.67 (0.13) $(0.27) (0.44) (0.84) 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) CLASS I 2008(g) $8.94 $0.08 $(0.40) $(0.32) $(0.06)* -- $(0.36)* $(0.42) 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 2008(b) $0.00(c) $8.20 (5.0)% $140,539 1.78%(d) 1.42%(d)(e) 1.42%(d)(e) 8% 2007 0.00(c) 9.08 8.6 161,930 1.78 1.42(e) 1.41 19 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(f) 17 2003 -- 8.03 29.5 43,526 1.92 2.00 2.00 39 CLASS A 2008(b) $0.00(c) $8.23 (5.1)% $254,724 1.79%(d) 1.42%(d)(e) 1.42%(d)(e) 8% 2007 0.00(c) 9.12 8.7 261,468 1.78 1.42(e) 1.41 19 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(f) 17 2003 -- 8.06 29.9 307 1.67 2.00 2.00 39 CLASS B 2008(b) $0.00(c) $7.73 (5.5)% $ 305 1.04%(d) 2.17%(d)(e) 2.17%(d)(e) 8% 2007 0.00(c) 8.63 7.9 343 1.02 2.17(e) 2.16 19 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(f) 17 2003 -- 7.96 28.4 71 1.72 2.75 2.75 39 CLASS C 2008(b) $0.00(c) $7.78 (5.4)% $321,777 1.04%(d) 2.17%(d)(e) 2.17%(d)(e) 8% 2007 0.00(c) 8.67 7.8 316,009 1.04 2.17(e) 2.16 19 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(f) 17 2003 -- 7.98 28.7 307 1.11 2.75 2.75 39 CLASS I 2008(g) $0.00(c) $8.20 (5.0)% $ 1,060 2.14%(d) 1.17%(d)(e) 1.17%(d)(e) 8% - ---------- + 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 a year is not annualized. ++ Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate. Had this policy been adopted retroactively, the portfolio turnover rate for the fiscal years ended December 31, 2007, 2006, 2005, 2004, and 2003 would have been 47%, 37%, 33%, 36%, and 41%, respectively. * 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 six months ended June 30, 2008, unaudited. (c) Amount represents less than $0.005 per share. (d) Annualized. (e) The ratio does not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits, the expense ratio for the fiscal year ended December 31, 2007 would have been 1.41% (Class AAA and Class A) and 2.16% (Class B and Class C). For the six months ended June 30, 2008, the effect of the custodian fee credits was minimal. (f) Under an expense deferral agreement with the Adviser, the Fund repaid the Adviser $66,719 during 2004, representing previously reimbursed expenses from the Adviser. During the fiscal year ended December 31, 2004, had such payment not been made, the expense ratio would have been 1.71%, 1.71%, 2.46%, and 2.46% for Class AAA, Class A, Class B, and Class C, respectively. (g) From the commencement of offering Class I Shares on January 11, 2008 through June 30, 2008, unaudited. See accompanying notes to financial statements. 10 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. 11 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) On January 1, 2008, the Fund adopted Statement of Financial Accounting Standard No. 157, "Fair Value Measurements" ("SFAS 157") that clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described below: - Level 1 - quoted prices in active markets for identical securities; - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and - Level 3 - significant unobservable inputs (including the Fund's determinations as to the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of inputs used to value the Fund's net assets as of June 30, 2008 is as follows: INVESTMENTS IN OTHER FINANCIAL SECURITIES INSTRUMENTS (UNREALIZED VALUATION INPUTS (MARKET VALUE) APPRECIATION)* - ---------------- -------------- ----------------------- Level 1 - Quoted Prices $636,136,640 -- Level 2 - Other Significant Observable Inputs 78,662,726 $5,449 Level 3 - Significant Unobservable Inputs 0 -- ------------ ------ TOTAL $714,799,366 $5,449 ============ ====== - ---------- * Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, and swaps, which are valued at the unrealized appreciation/depreciation on the investment. The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value: INVESTMENTS IN SECURITIES (MARKET VALUE) -------------- BALANCE AS OF 12/31/07 $ 0 Accrued discounts/premiums -- Realized gain (loss) -- Change in unrealized appreciation/depreciation -- Net purchases (sales) -- Transfers in and/or out of Level 3 -- --- BALANCE AS OF 6/30/08 $ 0 === In March 2008, The Financial Accounting Standards Board (The "FASB")issued Statement of Financial Accounting Standard No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161") that is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity's results of operations and financial position. Management is currently evaluating the implications of SFAS 161 on the Fund's financial statement disclosures. 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 12 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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, 2008, there were no open repurchase agreements. SWAP AGREEMENTS. The Fund may enter into equity and contract for difference swap transactions. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a swap, a set of future cash flows are exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. There is no assurance that the swap contract counterparties will be able to meet their obligations pursuant to the swap contracts, or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to the swap contracts. The creditworthiness of the swap contract counterparties is closely monitored in order to minimize the risk. Depending on the general state of short-term interest rates and the returns of the Fund's portfolio securities at that point in time, such a default could negatively affect the Fund's ability to make dividend payments. In addition, at the time a swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund's ability to make dividend payments. The use of derivative instruments involves, to varying degrees, elements of market and counterparty risk in excess of the amount recognized below. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized appreciation or depreciation. The Fund has entered into a contract for difference swap with Bear, Stearns International Limited. Details of the swap at June 30, 2008 are as follows: NOTIONAL EQUITY SECURITY INTEREST RATE/ TERMINATION NET UNREALIZED AMOUNT RECEIVED EQUITY SECURITY PAID DATE APPRECIATION - ------------------------ ----------------------- -------------------------------- ----------- -------------- Market Value Overnight LIBOR plus 40 bps plus Appreciation on: Market Value Depreciation on: $166,458 (20,000 Shares) International Power plc International Power plc 09/15/08 $5,449 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 13 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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, 2008, 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 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 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. 14 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. 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, 2007, was as follows: DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of short-term capital gains) .. $19,674,262 Net long-term capital gains ................. 10,311,015 Return of capital ........................... 33,189,871 ----------- Total distributions paid .................... $63,175,148 =========== 15 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. The following summarizes the tax cost of investments and the related unrealized appreciation/(depreciation) at June 30, 2008: GROSS GROSS UNREALIZED UNREALIZED NET UNREALIZED COST APPRECIATION DEPRECIATION APPRECIATION ------------ ------------ ------------ -------------- Investments ..... $650,942,473 $101,118,055 $(37,261,162) $63,856,893 Swap contracts .. -- 5,449 -- 5,449 ------------ ------------ ------------ ----------- $650,942,473 $101,123,504 $(37,261,162) $63,862,342 ============ ============ ============ =========== FASB Interpretation No.48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No.109"(the "Interpretation") established a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether the Fund is taxable in a particular jurisdiction) and required certain expanded tax disclosures. For the six months ended June 30, 2008, the Fund did not have any liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses in the Statement of Operations. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2004 and by state tax authorities for tax years before 2003. 3. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS. The Fund has entered into an investment advisory agreement (the "Advisory Agreement") with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund's portfolio, oversees the administration of all aspects of the Fund's business and affairs, and pays the compensation of all Officers and Trustees of the Fund who are affiliated persons of the Adviser. The Fund pays each Trustee who is not considered to be an affiliated person an annual retainer of $6,000 plus $1,000 for each Board meeting attended and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. In addition, the Audit 16 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Committee Chairman receives an annual fee of $1,000, and the Lead Trustee receives an annual fee of $1,000. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund. 4. DISTRIBUTION PLAN. The Fund's Board has adopted a distribution plan (the "Plan") for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. 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, 2008, other than short-term securities and U.S. Government obligations, aggregated $70,944,132 and $37,924,302, respectively. Purchases and proceeds from the sales of U.S. Government obligations for the six months ended June 30, 2008, other than short-term obligations aggregated $648,800 and $14,675,000, respectively. 6. TRANSACTIONS WITH AFFILIATES. During the six months ended June 30, 2008, the Fund paid brokerage commissions on security trades of $89,495 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it received $265,142 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares. The cost of calculating the Fund's NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the six months ended June 30, 2008, the Fund paid or accrued $22,500 to the Adviser in connection with the cost of computing the Fund's NAV. 7. LINE OF CREDIT. The Fund participates in an unsecured line of credit of up to $75,000,000, 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. During the six months ended June 30, 2008, there were no borrowings under the line of credit. 8. SHARES OF BENEFICIAL INTEREST. The Fund offers five classes of shares - Class AAA Shares, Class A Shares, Class B Shares, Class C Shares, and Class I Shares. Class AAA and Class I Shares are offered to investors without a front-end 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. Class I Shares were first issued on January 11, 2008. 17 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the six months ended June 30, 2008 and the fiscal year ended December 31, 2007 amounted to $1,269 and $(2,545), respectively. The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of 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. Transactions in shares of capital stock were as follows: SIX MONTHS ENDED JUNE 30,2008 YEAR ENDED (UNAUDITED) DECEMBER 31,2007 ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS AAA CLASS AAA ------------------------- ------------------------- Shares sold ....................................... 2,634,108 $ 22,259,583 5,227,303 $ 48,327,421 Shares issued upon reinvestment of distributions .. 634,724 5,270,531 1,128,114 10,369,691 Shares redeemed ................................... (3,947,183) (33,370,353) (5,745,845) (52,675,008) ---------- ------------ ---------- ------------ Net increase (decrease) ........................ (678,351) $ (5,840,239) 609,572 $ 6,022,104 ========== ============ ========== ============ CLASS A CLASS A ------------------------- ------------------------- Shares sold ....................................... 5,027,019 $ 42,736,037 12,159,549 $113,155,380 Shares issued upon reinvestment of distributions .. 757,441 6,316,832 1,320,585 12,182,769 Shares redeemed ................................... (3,506,366) (29,615,560) (6,701,549) (61,877,848) ---------- ------------ ---------- ------------ Net increase ................................... 2,278,094 $ 19,437,309 6,778,585 $ 63,460,301 ========== ============ ========== ============ CLASS B CLASS B ------------------------- ------------------------- Shares issued upon reinvestment of distributions .. 190 $ 1,494 315 $ 2,770 Shares redeemed ................................... (470) (3,783) (1) (10) ---------- ------------ ---------- ------------ Net increase (decrease) ........................ (280) $ (2,289) 314 $ 2,760 ========== ============ ========== ============ CLASS C CLASS C ------------------------- ------------------------- Shares sold ....................................... 6,670,554 $ 53,690,942 14,155,988 $126,262,431 Shares issued upon reinvestment of distributions .. 1,292,827 10,211,204 1,877,177 16,533,227 Shares redeemed ................................... (3,018,052) (24,046,025) (3,313,238) (29,238,318) ---------- ------------ ---------- ------------ Net increase ................................... 4,945,329 $ 39,856,121 12,719,927 $113,557,340 ========== ============ ========== ============ CLASS I* ------------------------- Shares sold 131,519 $ 1,150,370 Shares issued upon reinvestment of distributions .. 5,021 41,710 Shares redeemed ................................... (7,292) (60,383) ---------- ------------ Net increase ................................... 129,248 $ 1,131,697 ========== ============ - ---------- * From the commencement of offering Class I Shares on January 11, 2008. 18 THE GABELLI UTILITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC's inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund, (the "Global Growth Fund") by one investor who was banned from the Global Growth Fund in August 2002. In the settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC's findings and allegations, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan to be developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO fund complex. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On a separate matter, in August 2008, the Adviser made an offer to the staff of the SEC to settle a previously disclosed matter concerning compliance with Section 19(a) and Rule 19a-1 of the 1940 Act by two closed-end funds managed by the Adviser. These provisions require registered investment companies to provide written statements to shareholders when a distribution is made in the nature of a dividend from a source other than net investment income. While the two funds sent annual statements and provided other materials containing this information, the funds did not send the notices required by Rule 19a-1 to shareholders with each distribution in 2002 and 2003. The Adviser believes that the funds have been in compliance with Rule 19a-1 since that time. The Adviser believes that the settlement would have no effect on the funds or any material adverse effect on the Adviser or its ability to manage the funds. This offer of settlement is subject to final agreement regarding the specific language of the SEC's administrative order and other settlement documents and approval by the SEC. 19 THE GABELLI UTILITIES FUND BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED) At its meeting on May 21, 2008, 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 since inception against a peer group of large-cap value funds and against the customized peer group selected by Lipper. The Independent Board Members noted that the Fund's performance was within the top third of its peer groups in longer-term performance. The Independent Board Members also noted that performance had been good 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, and that the affiliated broker received distribution fees and commissions from the Fund. The Adviser received a moderate amount of soft dollar benefits (but no third party research services) from unaffiliated brokers 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 any potential economies of scale could 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 low 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. 20 This page is intentionally left blank. GABELLI/GAMCO FUNDS AND YOUR PERSONAL PRIVACY WHO ARE WE? The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC or Teton Advisors, Inc., which are affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory or brokerage services for a variety of clients. WHAT KIND OF NON-PUBLIC INFORMATION DO WE COLLECT ABOUT YOU IF YOU BECOME A SHAREHOLDER? If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is: - - INFORMATION YOU GIVE US ON YOUR APPLICATION FORM. This could include your name, address, telephone number, social security number, bank account number, and other information. - - INFORMATION ABOUT YOUR TRANSACTIONS WITH US, ANY TRANSACTIONS WITH OUR AFFILIATES, AND TRANSACTIONS WITH THE ENTITIES WE HIRE TO PROVIDE SERVICES TO YOU. This would include information about the shares that you buy or redeem. If we hire someone else to provide services--like a transfer agent--we will also have information about the transactions that you conduct through them. WHAT INFORMATION DO WE DISCLOSE AND TO WHOM DO WE DISCLOSE IT? We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov. WHAT DO WE DO TO PROTECT YOUR PERSONAL INFORMATION? We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential. 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: NICHOLAS F. GALLUCCIO 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) CO-PORTFOLIO MANAGER: JUDITH A. RANERI CO-PORTFOLIO MANAGER: RONALD S. EAKER 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 CHAIRMAN AND CHIEF EXECUTIVE OFFICER GAMCO INVESTORS, INC. Anthony J. Colavita ATTORNEY-AT-LAW ANTHONY J. COLAVITA, P.C. Vincent D. Enright FORMER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER KEYSPAN CORP. Mary E. Hauck FORMER SENIOR PORTFOLIO MANAGER GABELLI-O'CONNOR FIXED INCOME MUTUAL FUND MANAGEMENT CO. Werner J. Roeder, MD MEDICAL DIRECTOR LAWRENCE HOSPITAL OFFICERS Bruce N. Alpert PRESIDENT Agnes Mullady SECRETARY AND TREASURER Peter D. Goldstein CHIEF COMPLIANCE OFFICER DISTRIBUTOR Gabelli & Company, Inc. CUSTODIAN, TRANSFER AGENT,AND DIVIDEND AGENT State Street Bank and Trust Company LEGAL COUNSEL Skadden, Arps, Slate, Meagher & Flom LLP This report is submitted for the general information of the shareholders of The Gabelli Utilities Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. GAB470Q208SR (GRAPHIC) THE GABELLI UTILITIES FUND SEMI ANNUAL REPORT JUNE 30, 2008 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. INVESTMENTS. (a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. (b) Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) 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 9/3/08 ---------------------------------------------------------------------------- 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 9/3/08 ---------------------------------------------------------------------------- By (Signature and Title)* /s/ Agnes Mullady ------------------------------------------------------- Agnes Mullady, Principal Financial Officer & Treasurer Date 9/3/08 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.