April 28, 2010
Ms. Laura E. Hatch
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: The Gabelli Utilities Fund (the "Fund")
Post-Effective Amendment No. 13 to the Registration Statement
on Form N-1A (333-81209)
Dear. Ms. Hatch:
This letter responds to your comments communicated by telephone on
April 12, 2010, with respect to the Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (the "Registration Statement") of the Fund
that was filed with the Securities and Exchange Commission (the "SEC") on
February 26, 2010 (accession number 0000950123-10-017794).
In addition, in connection with this filing, the Fund hereby states the
following:
1. The Fund acknowledges that in connection with the comments
made by the Staff of the SEC, the Staff has not passed on the
accuracy or adequacy of the disclosure made herein, and the
Fund and its management are solely responsible for the content
of such disclosure;
2. The Fund acknowledges that the Staff's comments, and changes
in disclosure in response to the Staff's comments, do not
foreclose the SEC or other regulatory body from the
opportunity to seek enforcement or take other action with
respect to the disclosure made herein; and
3. The Fund represents that neither it nor its management will
assert the Staff's comments or changes in disclosure in
response to the Staff's comments as a defense in any action or
proceeding by the SEC or any person.
The Fund's responses to your comments are reflected below.
Comments that applied to both the Class AAA Shares prospectus and the
Class ABCI Shares prospectus have only been addressed once. The
substance of your comments has been restated for your ease of
reference.
COMMENT #1-COVER PAGE: You requested that the Fund pare down the
information in the top left hand corner to remove duplicative
references.
RESPONSE #1: The Fund has deleted the following parenthetical
language that appears at the end of the disclosure in the top
left hand corner: "(Net Asset Value per share may be obtained
daily by calling 800-GABELLI after 7:00 p.m.)."
COMMENT #2-COVER PAGE: You requested that the Fund add the required
legend disclosure if we intend to utilize a summary prospectus.
RESPONSE #2: The Fund will not be utilizing a summary
prospectus at this time and therefore the legend has not been
added.
COMMENT #3-PORTFOLIO TURNOVER (CLASS AAA SHARES): You requested that
the Fund add the heading "Portfolio Turnover" above the corresponding
section.
RESPONSE #3: The Fund has added this heading on page 2 of the
prospectus.
COMMENT #4-PRINCIPAL INVESTMENT STRATEGIES: You requested that the Fund
add disclosure regarding the asset or revenue tests for determining the
companies in which the Fund invests under Item 9.
RESPONSE #4: The Fund has inserted the following sentence
after the first sentence of the first paragraph of the
"Information About the Fund's Investment Objective, Investment
Strategies, and Related Risks" section:
The Adviser will seek to invest in Utility Companies that
derive at least 50% of their revenues or earnings from, or
devote at least 50% of their assets to, utilities.
COMMENT #5-PRINCIPAL INVESTMENT STRATEGIES: You requested that the Fund
move the last two sentences of the third paragraph of this section to
the "Principal Risks" section.
RESPONSE #5: The Fund has deleted the following two sentences
from the third paragraph of the "Principal Investment
Strategies" section:
The value of common stocks will fluctuate due to many factors,
including the past and predicted earnings of the issuer, the
quality of the issuer's management, general market conditions,
the forecasts for the issuer's industry, and the value of the
issuer's assets. Holders of common stocks only have rights to
value in the company after all debts have been paid,
and they could lose their entire investment in a company that
encounters financial difficulty.
The following sentence has been inserted after the second
sentence of the first paragraph of the "Principal Risks"
section of the prospectus:
Holders of common stocks only have rights to value in the
company after all debts have been paid, and they could lose
their entire investment in a company that encounters financial
difficulty.
COMMENT #6-PRINCIPAL RISKS: You requested that the Fund add disclosure
regarding the risks of distributions being composed of return of
capital.
RESPONSE #6: The Fund has added the following risk under "The
principal risks presented by the Fund are:" and "Investing in
the Fund involves the following risks:":
o "RETURN OF CAPITAL" RISK. The Fund's distributions may
represent a non-taxable return of capital. A return of capital
distribution is a distribution in excess of current and
accumulated earnings and profits. A return of capital
distribution is tax-free to the extent of a shareholder's
basis in its Fund shares and reduces the shareholder's basis
to that extent.
COMMENT #7-PERFORMANCE TABLE: You requested that the Fund delete the
second sentence of the text regarding "Return After Taxes on
Distributions and Sale of Fund Shares" if it is not applicable for the
Fund.
RESPONSE #7: This disclosure has been deleted, as it is not
applicable to the Fund.
COMMENT #8-TAX INFORMATION: You requested that the Fund revise the
first sentence of this section regarding the primary source of
distributions.
RESPONSE #8: After the fourth sentence of this section the
Fund has added the following sentences:
Currently, distributions are expected to include return of
capital distributions, which are distributions in excess of
current and accumulated earnings and profits. A return of
capital distribution is tax-free to the extent of a
shareholder's basis in its Fund shares and reduces the
shareholder's basis to that extent.
COMMENT #9-STATEMENT OF ADDITIONAL INFORMATION ("SAI"): You requested
that the Fund include the new corporate governance and board member
disclosure.
RESPONSE #9: The Fund has included such disclosure in the SAI.
Should you have any questions regarding the foregoing, please do not
hesitate to contact Helen A. Robichaud at PNC Global Investment
Servicing, Inc., the Fund's Sub-Administrator, at 617-338-4595.
Very truly yours,
/s/ Bruce N. Alpert
-------------------
Bruce N. Alpert
President
cc: Helen A. Robichaud Arlene Lonergan
PNC Global Investment PNC Global Investment
Servicing, Inc. Servicing, Inc.
Peter D. Goldstein Richard Prins
Gabelli Funds, LLC Skadden, Arps, Slate, Meagher & Flom LLP
Leslie Lowenbraun
Skadden, Arps, Slate, Meagher & Flom LLP