GABELLI UTILITIES FUND
N-30D, 2000-03-03
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                           THE GABELLI UTILITIES FUND

                                  ANNUAL REPORT
                                DECEMBER 31, 1999



[Photo of Timothy P. O'Brien omitted]

                                                              TIMOTHY P. O'BRIEN



TO OUR SHAREHOLDERS,

      The fourth quarter of 1999 was challenging for utility investors. Interest
rates continued to rise,  with a third Federal Reserve  tightening in the fourth
quarter  following two rounds of tightening in the second  quarter.  The 30-year
Treasury bond yield rose from 6.06% on September 30 to 6.48% by December 31. Oil
prices  and a  number  of  commodity  prices  continued  to  rise,  exacerbating
inflationary concerns. Electric utility stocks bucked the interest rate headwind
and rose in absolute  terms,  but  underperformed  a rising broad market.  Water
stocks  surged,  supported  by  continued  merger  speculation.  Gas stocks were
basically  flat. The incumbent  telephone  stocks  generally  traded down in the
fourth quarter,  while challengers to the incumbent carriers enjoyed stock price
appreciation.

      The outlook for utility stock performance in the new year looks reasonably
positive. The bulk of the interest rate increases are probably behind us. In the
current nervous market environment,  defensive issues typically do well. Looking
beyond  the  immediate  future,  electric,  gas and water  stocks  are likely to
benefit from continuing consolidation, while telecommunications companies should
continue to enjoy superior growth.

INVESTMENT PERFORMANCE

      For the fourth  quarter  ended  December 31, 1999,  the Gabelli  Utilities
Fund's (the "Fund") total return was 22.13%. The Lipper Utility Fund Average had
a total return of 11.32%,  while The  Standard & Poor's  ("S&P")  Utility  Index
declined  5.38% over the same  period.  The S&P  Utility  Index is an  unmanaged
indicator  of  electric  and gas  utility  stock  performance,  while the Lipper
Average  reflects the average  performance  of mutual funds  classified  in this
particular  category.  Since  inception on August 31, 1999 through  December 31,
1999, the Fund had a cumulative total return of 22.25%.  The Lipper Utility Fund
Average rose 10.43%,  while the  S&PUtility  Index  declined 9.92% over the same
period.

<PAGE>

INVESTMENT RESULTS (a)
- --------------------------------------------------------------------------------
                                         QUARTER
                           --------------------------------------
                           1ST        2ND        3RD         4TH        YEAR
                           ---        ---        ---         ---        ----
1999: Net Asset Value ...  --         --       $10.01      $10.89      $10.89
      Total Return ......  --         --         0.1%(b)    22.1%       22.3%(b)
- --------------------------------------------------------------------------------

                      DIVIDEND HISTORY
- -----------------------------------------------------------
PAYMENT (EX) DATE      RATE PER SHARE    REINVESTMENT PRICE
- -----------------      --------------    ------------------
December 27, 1999          $1.325              $10.89

(a) Total returns reflect  changes in share price and  reinvestment of dividends
and are net of  expenses.  The net  asset  value of the Fund is  reduced  on the
ex-dividend  (payment)  date by the  amount of the  dividend  paid.  Of  course,
returns  represent  past  performance  and  do  not  guarantee  future  results.
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. (b)
From  commencement  of  investment  operations  on August 31, 1999.  The returns
stated above cover short periods of less than one year beginning August 31, 1999
through December 31, 1999 and may not be indicative of long term results.
- --------------------------------------------------------------------------------

OUR APPROACH
      There are over 80 publicly traded investor-owned electric utilities in the
U.S., and this is at least 50 more than we need. The balkanized structure of the
industry is inherently  inefficient,  and  competitive  forces are now punishing
inefficiency.  The industry has consolidated  substantially  already,  and would
have done so even faster except for  regulatory  sclerosis  impeding the pace of
mergers  and   acquisitions.   We  are   skeptical   about  the  claims  of  the
mega-utilities to be able to deliver superior  returns,  but we believe that the
mid-cap and small-cap  utilities are generally  doing fine on their own and over
time are likely acquisition targets. Our investments in the electric and natural
gas stocks have generally  focused on  fundamentally  sound,  reasonably  priced
mid-cap and small-cap  utilities that are logical  acquisition targets for large
utilities  that are  driven to bulk up. We have not made  major  investments  in
water stocks for the moment,  because of the  substantial  summer runup in their
stock  prices  following  several  acquisition  bids.  Our  investments  in  the
telephone  utility  sector have been focused  primarily on the larger  domestic,
incumbent local exchange carriers

COMMENTARY
IMPROVING FUNDAMENTALS BUCKING AN INTEREST RATE HEADWIND

      Electric  utilities  are in good and improving  condition.  Those with low
generating  costs never had many problems,  while the high cost  generators have
mostly  restructured  and are poised to recover their riskiest  investments  and
move on. The biggest  challenge facing most companies is how to redeploy capital
and rising free cash flow at  attractive  rates of return.  The condition of the
gas utilities is generally

                                        2
<PAGE>

stable and sound.  Water  companies  (with few  exceptions)  are doing well, and
telecommunications  companies  continue to  generate  very  impressive  earnings
growth in the face of mounting  competitive  pressures.  For the time being, the
adverse impact of rising  interest rates on utility stock prices is overwhelming
the underlying strong and improving fundamental outlook for these companies.

      Once  interest  rates  stabilize,  the  improving  earnings and lower risk
profile of utility stocks are likely to lead to much better price performance.

LET'S TALK STOCKS

      The  following  are stock  specifics  on  selected  holdings  of our Fund.
Favorable  earnings  prospects do not  necessarily  translate  into higher stock
prices,  but they do express a positive trend which we believe will develop over
time.

DQE ENERGY INC. (DQE - $34.625 - NYSE) is a mid-sized  electric  utility serving
metropolitan   Pittsburgh.   As  part  of  a  restructuring   plan  approved  by
Pennsylvania  regulators,  DQE is auctioning off its generating  assets and will
use the proceeds to improve its already strong balance sheet.  DQE has used much
of its free cash flow to buy back stock,  and plans to buy back additional stock
in the future.  The company has also moved  aggressively  into the water utility
business,  investing  over $250  million  to  acquire  more than  300,000  water
customers in 13 states.  While DQE is a logical  acquisition target, it is doing
fine on its own. The company's 7% compounded  EPS growth rate over the past five
years (driven partly by share  repurchases and partly by returns on non-electric
investments)  ranks ninth in the  industry,  yet DQE trades at a discount to the
electric  utility  average  PE  ratio.  In  addition,  we  think  the  company's
management is outstanding.

KANSAS  CITY POWER & LIGHT CO.  (KLT - $22.0625 - NYSE) came under  pressure  in
1999 because of its long-pending  merger with Western Resources (WR - $16.9375 -
NYSE). The plunge in Western  Resources' stock price dragged Kansas City Power &
Light  down along  with it. It seemed  likely  that KLT would walk away from the
merger  once  legally  able to do so,  which the company did on January 3, 2000.
While the stock has risen  since  the  termination  announcement,  the  dramatic
improvement in earnings from the pending return to service of a major generating
plant is yet to be fully reflected in the stock price.  Also going  unrecognized
is the  company's  47% stake in Digital  Teleport,  a 20,000  mile  fiber  optic
network, which is valued at $7 to $14 per Kansas City Power & Light share.

MONTANA POWER CO. (MTP - $36.0625 - NYSE) has performed  well as investors  have
started  to focus  on the  value of the  company's  telecommunications  services
subsidiary, TouchAmerica. The company believes that the value of TouchAmerica is
still far from fully  recognized in Montana  Power's share price,  and we agree.
MTP is likely to take  TouchAmerica  public in the current  year and may spin it
off to shareholders, actions that we support.

                                       3
<PAGE>

SCANA (SCG - $26.875 - NYSE) struggled for most of 1999 but performed relatively
well in the fourth quarter. Earlier in 1999, SCANA, the parent of South Carolina
Electric & Gas, agreed to buy Public Service of North Carolina (PGS - $32.3125 -
NYSE) for a large  premium,  at the same time sharply  reducing its own dividend
rate.  SCANA also entered the deregulated  natural gas supply market in Georgia,
and is incurring heavy startup losses that have caused the company to disappoint
investor  expectations.  Investor  concerns  about the  company's  strategy  and
performance  have been largely  ignored by the  company's  management,  which is
understandably  held in low regard by utility  investors.  Utility investors are
ignoring the company's  highly  successful  telecommunications  investments:  we
value  these  investments  at roughly $10 per SCANA  share  pretax.  The largest
component  of the telecom  portfolio is over 14 million  shares of  Powertel,  a
southeastern wireless personal communications services ("PCS") carrier providing
mobile  telephone  services.  Powertel  has three peer  companies,  VoiceStream,
Aerial and  Omnipoint.  VoiceStream  is in the process of  acquiring  Aerial and
Omnipoint, and acquiring Powertel would complete its nationwide footprint.  This
could provide the catalyst to change investors' negative perception of SCANA.

SPRINT CORP. (FON - $67.3125 - NYSE) is the third-largest  long distance carrier
and the  second-largest  independent  local telephone company in the U.S. Sprint
has positioned  itself  globally  through a joint venture called Global One. Its
joint venture  partners,  France Telecom and Deutsche  Telekom,  each have a 20%
direct stake in Sprint. FON faces risks from prospective new entrants, including
the regional  Bells, in its long distance  business,  which may be offset by the
"ION" high bandwidth network that the company is developing. Sprint PCS group is
the leading personal  communications  services ("PCS") carrier in the U.S., with
over 4 million  customers  and licenses  covering  over 230 million  people.  In
October,  MCI  WorldCom  (WCOM - $53.0625 - Nasdaq)  won a bidding  contest  and
agreed to acquire  Sprint for a  substantial  premium.  We view the  acquisition
favorably in light of the substantial  cost  efficiencies  that could result and
the  potential  for each  company  to plug the  holes  in the  other's  array of
products and services.

MINIMUM INITIAL INVESTMENT - $1,000

      The Fund's  minimum  initial  investment  for both regular and  retirement
accounts is $1,000.  There are no  subsequent  investment  minimums.  No initial
minimum  is  required  for those  establishing  an  Automatic  Investment  Plan.
Additionally,  The Gabelli  Utilities Fund and other Gabelli Funds are available
through the no-transaction fee programs at many major discount brokerage firms.

INTERNET

      You   can   now   visit   us  on  the   Internet.   Our   home   page   at
http://www.gabelli.com contains information about Gabelli Asset Management Inc.,
the Gabelli Mutual Funds, IRAs, 401(k)s,  quarterly reports,  closing prices and
other current news. You can send us e-mail at [email protected].

                                        4
<PAGE>

IN CONCLUSION

      This has been a challenging  quarter for utility stocks,  which are likely
to struggle  until  interest  rates peak.  We continue to take  advantage of the
current price weakness to build  positions in  fundamentally  sound,  reasonably
priced and well-positioned  companies that are likely to do substantially better
in a less hostile interest rate environment.

      The Fund's daily net asset value is available  each evening  after 6:00 PM
(Eastern  Time) by calling  1-800-GABELLI  (1-800-422-3554).  The Fund's  Nasdaq
symbol is GABUX. Please call us during the business day for further information.

                             Sincerely,

                             /s/ signature
                             TIMOTHY P. O'BRIEN, CFA
                             Portfolio Manager

January 31, 2000

- --------------------------------------------------------------------------------
                                TOP TEN HOLDINGS
                                DECEMBER 31, 1999
                                -----------------
            BroadWing Inc.               Public Service Co. of North Carolina
            Montana Power Co.            Eastern Enterprises
            US West Inc.                 BellSouth Corp.
            United Illuminating Co.      Kansas City Power and Light Co.
            Bell Atlantic Corp.          GTE Corp.
- --------------------------------------------------------------------------------

NOTE: The views expressed in this report reflect those of the portfolio  manager
only through the end of the period stated in this report.  The  manager's  views
are subject to change at any time based on market and other conditions.

                                       5
<PAGE>
THE GABELLI UTILITIES FUND
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                    MARKET
     SHARES                             COST        VALUE
     ------                             ----        ------
              COMMON STOCKS -- 94.8%
              CABLE -- 4.6%
      2,200   MediaOne Group Inc.+   $  155,729  $  168,987
                                     ----------  ----------
                                        155,729     168,987
                                     ----------  ----------
              ENERGY AND UTILITIES: ELECTRIC -- 26.6%
      4,000   CMP Group Inc. ......     107,700     110,250
      3,500   DQE Inc. ............     127,688     121,187
      4,000   Eastern Utilities
               Associates .........     122,200     121,250
      8,000   Kansas City Power
               & Light Co. ........     185,412     176,500
      2,500   New England
               Electric System ....     133,250     129,375
      5,000   SCANA Corp. .........     123,825     134,375
      3,600   United Illuminating Co.   184,049     184,950
                                     ----------  ----------
                                        984,124     977,887
                                     ----------  ----------
              ENERGY AND UTILITIES: INTEGRATED -- 6.6%
      5,500   Montana Power Co. ...     155,475     198,344
      2,000   SIGCORP Inc. ........      52,137      45,500
                                     ----------  ----------
                                        207,612     243,844
                                     ----------  ----------
              ENERGY AND UTILITIES: NATURAL GAS -- 9.7%
      3,100   Eastern Enterprises .     163,542     178,056
      5,600   Public Service Co.
               of North Carolina ..     177,818     180,950
                                     ----------  ----------
                                        341,360     359,006
                                     ----------  ----------
              ENERGY AND UTILITIES: WATER -- 3.7%
      2,000   Aquarion Co. ........      74,025      74,000
      3,000   Philadelphia
               Suburban Corp. .....      66,525      62,063
                                     ----------  ----------
                                        140,550     136,063
                                     ----------  ----------
              TELECOMMUNICATIONS: LONG DISTANCE -- 6.4%
      1,500   Global Crossing Ltd.+      48,645      75,000
      3,000   MCI WorldCom Inc.+ ..     156,294     159,187
                                     ----------  ----------
                                        204,939     234,187
                                     ----------  ----------
              TELECOMMUNICATIONS: NATIONAL -- 8.4%
      2,400   GTE Corp. ...........     177,961     169,350
      2,100   Sprint Corp. ........     151,111     141,356
                                     ----------  ----------
                                        329,072     310,706
                                     ----------  ----------



                                                    MARKET
     SHARES                             COST        VALUE
     ------                             ----        ------
              TELECOMMUNICATIONS: REGIONAL -- 28.8%
      1,800   Alltel Corp. ........ $   137,603 $   148,838
      3,000   Bell Atlantic Corp. .     193,369     184,687
      3,800   BellSouth Corp. .....     170,109     177,888
      5,500   BroadWing Inc.+ .....     142,087     202,813
      3,300   SBC Communications Inc.   165,873     160,875
      2,600   US West Inc. ........     160,318     187,200
                                     ----------  ----------
                                        969,359   1,062,301
                                     ----------  ----------
              TOTAL COMMON STOCKS .   3,332,745   3,492,981
                                     ----------  ----------
    PRINCIPAL
     AMOUNT
    ---------
              U.S. GOVERNMENT OBLIGATIONS -- 7.0%
   $260,000   U.S. Treasury Bills,
               5.20% to 5.29%++,
               due 01/13/00 to 03/16/00 258,595     258,638
                                     ----------   ---------
              TOTAL
               INVESTMENTS -- 101.8%  $3,591,340   3,751,619
                                     ==========
              OTHER ASSETS AND
               LIABILITIES (NET)-- (1.8)% .....     (66,658)
                                                 ----------
              NET ASSETS -- 100.0%
               (338,445 shares outstanding) ...  $3,684,961
                                                 ==========
              NET ASSET VALUE,
               OFFERING AND REDEMPTION
               PRICE PER SHARE ................      $10.89
                                                     ======

    ------------------------
              For Federal tax purposes:
              Aggregate cost ..................  $3,593,457
                                                 ==========
              Gross unrealized appreciation ...  $  221,570
              Gross unrealized depreciation ...     (63,408)
                                                 ----------
              Net unrealized appreciation .....  $  158,162
                                                 ==========

    ------------------------
    +  Non-income producing security.
    ++ Represents annualized yield at date of purchase.

                 See accompanying notes to financial statements.

                                        6
<PAGE>
                           THE GABELLI UTILITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ASSETS:
   Investments, at value (Cost $3,591,340) .....  $3,751,619
   Cash ........................................       7,683
   Dividends receivable ........................       8,748
   Receivable for Fund shares sold .............      82,786
   Receivable from adviser .....................      63,698
                                                  ----------
   TOTAL ASSETS ................................   3,914,534
                                                  ----------
LIABILITIES:
   Payable for Fund shares redeemed ............     200,000
   Payable for investment advisory fees ........       3,515
   Payable for distribution fees ...............         878
   Other accrued expenses ......................      25,180
                                                  ----------
   TOTAL LIABILITIES ...........................     229,573
                                                  ----------
   NET ASSETS applicable to 338,445
     shares outstanding ........................  $3,684,961
                                                  ==========
NET ASSETS CONSIST OF:
   Shares of beneficial interest, at par value .  $      339
   Additional paid-in capital ..................   3,526,460
   Distributions in excess of net realized
     gain on investments .......................      (2,117)
   Net unrealized appreciation on investments ..     160,279
                                                  ----------
   TOTAL NET ASSETS ............................  $3,684,961
                                                  ==========
   NET ASSET VALUE, offering and redemption
     price per share ($3,684,961 / 338,445
     shares outstanding; 500,000,000 shares
     authorized of $0.001 par value) ...........     $10.89
                                                     ======

STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 1999+
- --------------------------------------------------------------------------------
INVESTMENT INCOME:
   Dividends .................................     $ 18,079
   Interest ..................................        4,021
                                                  ---------
   TOTAL INVESTMENT INCOME ...................       22,100
                                                  ---------
EXPENSES:
   Investment advisory fees ..................        7,382
   Distribution fees .........................        1,845
   Registration fees .........................       25,900
   Legal and audit fees ......................       24,000
   Shareholder communications expenses .......       10,000
   Trustees' fees ............................        5,350
   Custodian fees ............................        3,980
                                                  ---------
   TOTAL EXPENSES ............................       78,457
                                                  ---------
   Less: Expense reimbursements ..............      (63,698)
                                                  ---------
   TOTAL NET EXPENSES ........................       14,759
                                                  ---------
   NET INVESTMENT INCOME .....................        7,341
                                                  ---------
NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
   Net realized gain on investments ..........      379,590
   Net change in unrealized appreciation
     on investments ..........................      160,279
                                                  ---------
   NET REALIZED AND UNREALIZED GAIN
     ON INVESTMENTS ..........................      539,869
                                                  ---------
   NET INCREASE IN NET ASSETS RESULTING
     FROM OPERATIONS .........................     $547,210
                                                  =========

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                       PERIOD ENDED
                                                                                                    DECEMBER 31, 1999+
                                                                                                    ------------------
<S>                                                                                                     <C>
OPERATIONS:
   Net investment income .........................................................................      $    7,341
   Net realized gain on investments ..............................................................         379,590
   Net change in unrealized appreciation on investments ..........................................         160,279
                                                                                                        ----------
   NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..........................................         547,210
                                                                                                        ----------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income .........................................................................          (7,740)
   Net realized gain on investments ..............................................................        (379,590)
   In excess of net realized gain on investments .................................................         (22,931)
                                                                                                        ----------
   TOTAL DISTRIBUTIONS TO SHAREHOLDERS ...........................................................        (410,261)
                                                                                                        ----------
SHARE TRANSACTIONS:
   Net increase in net assets from shares of beneficial interest transactions ....................       3,448,012
                                                                                                        ----------
   NET INCREASE IN NET ASSETS ....................................................................       3,584,961
NET ASSETS:
   Beginning of period ...........................................................................         100,000
                                                                                                        ----------
   End of period .................................................................................      $3,684,961
                                                                                                        ==========
 --------------
+ From  commencement  of  investment  operations  on August  31,  1999  through
  December 31, 1999.
</TABLE>
                 See accompanying notes to financial statements.

                                        7
<PAGE>
THE GABELLI UTILITIES FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.  ORGANIZATION.  The Gabelli  Utilities Fund (the "Fund") was organized on May
18,  1999 as a Delaware  business  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 had no operations  until August 31,
1999 other than the  purchase of 10,000  shares at a cost of $100,000 by Gabelli
Funds,  LLC.  The Fund's  primary  objective is to provide a high level of total
return through a combination of capital  appreciation  and current  income.  The
Fund commenced investment operations on August 31, 1999.

2. SIGNIFICANT  ACCOUNTING POLICIES.  The preparation of financial statements in
accordance with 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, quoted by the National Association of Securities
Dealers Automated Quotations, Inc. ("Nasdaq") or traded on foreign exchanges are
valued at the last sale price on that  exchange  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,  except for open short  positions,  which are
valued at the last  asked  price).  All  other  portfolio  securities  for which
over-the-counter  market  quotations  are  readily  available  are valued at the
latest average of the bid and asked prices.  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").  Securities  and assets for which  market  quotations  are not
readily  available  are valued at their fair value as  determined  in good faith
under procedures  established by and under the general  supervision of the Board
of Trustees.  Short term debt securities with remaining maturities of 60 days or
less are valued at amortized cost,  unless the Trustees  determine such does not
reflect the  securities'  fair  value,  in which case these  securities  will be
valued at their fair  value as  determined  by the  Trustees.  Debt  instruments
having a  maturity  greater  than 60 days are  valued at the  highest  bid price
obtained from a dealer maintaining an active market in those securities.

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 Trustees.  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 100% of the dollar  amount  invested by the
Fund in each agreement. The Fund will make payment for such securities only upon
physical  delivery or upon evidence of book entry  transfer of the collateral to
the  account of the  custodian.  To the extent that any  repurchase  transaction
exceeds one business day, the value of the collateral is  marked-to-market  on a
daily basis to maintain the adequacy of the  collateral.  If the seller defaults
and the  value of the  collateral  declines  or if  bankruptcy  proceedings  are
commenced  with  respect  to the  seller  of the  security,  realization  of the
collateral by the Fund may be delayed or limited.

SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME.  Securities  transactions  are
accounted  for on the  trade  date  with  realized  gain or loss on  investments
determined  by using the  identified  cost method.  Interest  income  (including
amortization  of premium  and  accretion  of  discount)  is  recorded as earned.
Dividend income is recorded on the ex-dividend date.
                                       8
<PAGE>
THE GABELLI UTILITIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

DIVIDENDS AND  DISTRIBUTIONS  TO  SHAREHOLDERS.  Dividends and  distributions to
shareholders  are recorded on the ex-dividend  date.  Income  distributions  and
capital  gain  distributions  are  determined  in  accordance  with  income  tax
regulations  which may differ from  generally  accepted  accounting  principles.
These differences are primarily due to differing  treatments of income and gains
on  various  investment  securities  held by the Fund,  timing  differences  and
differing characterization of distributions made by the Fund.

For the period ended December 31, 1999,  reclassifications were made to decrease
distributions  in  excess  of  net  investment  income  for  $399  and  decrease
distributions  in excess of net realized gain on investments for $20,814 with an
offsetting adjustment to additional paid-in capital.

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. As a result, a Federal income tax provision is not required.

3.  INVESTMENT  ADVISORY  AGREEMENT.  The Fund has  entered  into an  investment
advisory  agreement (the "Advisory  Agreement")  with the Adviser which provides
that the Fund will pay the Adviser a fee,  computed  daily and paid monthly,  at
the annual rate of 1.00% of the value of the Fund's average daily net assets. In
accordance  with the  Advisory  Agreement,  the  Adviser  provides a  continuous
investment program for the Fund's portfolio,  oversees the administration of all
aspects of the Fund's  business  and  affairs and pays the  compensation  of all
Officers  and  Trustees  of  the  Fund  who  are  its  affiliates.  The  Adviser
voluntarily  agreed to reimburse expenses of the Fund to the extent necessary to
maintain the  annualized  total  operating  expenses of the Fund at 2.00% of the
value of the Fund's average daily net assets.  For the period ended December 31,
1999, the Adviser reimbursed the Fund in the amount of $63,698.

4.  DISTRIBUTION  PLAN.  The Fund's Board of Trustees has adopted a distribution
plan (the  "Plan")  pursuant  to Rule 12b-1  under the 1940 Act.  For the period
ended December 31, 1999, the Fund incurred distribution costs payable to Gabelli
& Company,  Inc.,  an affiliate of the Adviser,  of $1,845,  or 0.25% of average
daily net  assets,  the annual  limitation  under the Plan.  Such  payments  are
accrued daily and paid monthly.

5. PORTFOLIO SECURITIES.  Purchases and sales of securities for the period ended
December 31, 1999, other than short term securities,  aggregated  $5,045,612 and
$2,092,457, respectively.

6. SHARES OF BENEFICIAL INTEREST.  Transactions in shares of beneficial interest
were as follows:
                                                            PERIOD ENDED
                                                         DECEMBER 31, 1999+
                                                       ---------------------
                                                       SHARES         AMOUNT
                                                       ------         ------
Shares sold ........................................  407,147       $4,392,319
Shares issued upon reinvestment of dividends .......   36,041          389,605
Shares redeemed .................................... (114,743)      (1,333,912)
                                                      -------       ----------
    Net increase ...................................  328,445       $3,448,012
                                                      =======       ==========

+ From commencement of investment operations on August 31, 1999 through
  December 31, 1999.

                                        9
<PAGE>
THE GABELLI UTILITIES FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected  data for a share of beneficial  interest  outstanding  throughout  the
period:

                                                                 PERIOD ENDED
                                                              DECEMBER 31, 1999+
                                                              ------------------
OPERATING PERFORMANCE:
    Net asset value, beginning of period .....................     $10.00
                                                                   ------
    Net investment income ....................................       0.04(a)
    Net realized and unrealized gain on investments ..........       2.18
                                                                   ------
    Total from investment operations .........................       2.22
                                                                   ------
DISTRIBUTIONS TO SHAREHOLDERS:
    Net investment income ....................................      (0.03)
    Net realized gain on investments .........................      (1.23)
    In excess of net realized gain on investments ............      (0.07)
                                                                   ------
    Total distributions ......................................      (1.33)
                                                                   ------
    NET ASSET VALUE, END OF PERIOD ...........................     $10.89
                                                                   ======
    Total return++ ...........................................      22.3%
                                                                   ======
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA:
    Net assets, end of period (in 000's) .....................     $3,685
    Ratio of net investment income to average net assets(c) ..      0.99%(b)
    Ratio of operating expenses to average net assets(c) .....      2.00%(b)
    Portfolio turnover rate ..................................        94%

- --------------------------------

 +  From  commencement  of  investment  operations  on August 31,  1999  through
    December 31, 1999.
++  Total return  represents  aggregate  total return of a  hypothetical  $1,000
    investment  at the beginning of the period and sold at the end of the period
    including  reinvestment of dividends.  Total return for the period less than
    one year is not annualized.
(a) Based on average month-end shares outstanding.
(b) Annualized.
(c) During  the  period  ended  December  31,  1999,  the  Adviser   voluntarily
    reimbursed certain expenses.  Before reimbursement,  the ratios of operating
    expenses  and net  investment  income to average net assets  would have been
    10.63% and (7.64)% for 1999 (annualized), respectively.

                 See accompanying notes to financial statements.

                                       10
<PAGE>
THE GABELLI UTILITIES FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
The Gabelli Utilities Fund

We have  audited the  accompanying  statement of assets and  liabilities  of The
Gabelli Utilities Fund (the "Fund"), including the portfolio of investments,  as
of December 31, 1999, and the related  statements of operations,  changes in net
assets and the financial highlights for the period August 31, 1999 (commencement
of operations) to December 31, 1999.  These  financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain  reasonable  assurance  about  whether the  financial  statements  and
financial  highlights  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements  and financial  highlights.  Our  procedures  included
confirmation of securities owned as of December 31, 1999, by correspondence with
the custodian.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Gabelli  Utilities  Fund  as of  December  31,  1999,  and  the  results  of its
operations,  changes  in its net  assets and the  financial  highlights  for the
period  August 31, 1999 to December  31, 1999,  in  conformity  with  accounting
principles generally accepted in the United States.


                                          /s/ signature
                                          Ernst & Young LLP
New York, New York
February 11, 2000

- --------------------------------------------------------------------------------
                   1999 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal period ended December 31, 1999, the Fund paid to shareholders, on
December 27, 1999, an ordinary  income  dividend  (comprised  of net  investment
income and short term capital gains) totaling  $1.325 per share.  For the fiscal
period ended December 31, 1999, 3.53% of the ordinary income dividend  qualifies
for the dividend received deduction available to corporations.

U.S. GOVERNMENT INCOME:
The  percentage of the ordinary  income  dividend paid by the Fund during fiscal
period 1999 which was derived  from U.S.  Treasury  securities  was 0.98%.  Such
income is exempt from state and local tax in all states.  However,  many states,
including  New York and  California,  allow a tax exemption for a portion of the
income  earned only if a mutual fund has  invested at least 50% of its assets at
the end of each quarter of the Fund's fiscal year in U.S. Government securities.
The Gabelli Utilities Fund did not meet this strict  requirement in 1999. Due to
the  diversity  in state and local tax law, it is  recommended  that you consult
your personal tax advisor as to the applicability of the information provided to
your specific situation.
- --------------------------------------------------------------------------------
                                       11
<PAGE>
                           THE GABELLI UTILITIES FUND
                              One Corporate Center
                            Rye, New York 10580-1434
                                  1-800-GABELLI
                                [1-800-422-3554]
                               FAX: 1-914-921-5118
                             HTTP://WWW.GABELLI.COM
                            E-MAIL: [email protected]
                (Net Asset Value may be obtained daily by calling
                         1-800-GABELLI after 6:00 P.M.)

                                BOARD OF TRUSTEES

           Mario J. Gabelli, CFA           Karl Otto Pohl
           CHAIRMAN AND CHIEF              FORMER PRESIDENT
           INVESTMENT OFFICER              DEUTSCHE BUNDESBANK
           GABELLI ASSET MANAGEMENT INC.

           Anthony J. Colavita             Werner J. Roeder, MD
           ATTORNEY-AT-LAW                 MEDICAL DIRECTOR
           ANTHONY J. COLAVITA, P.C.       LAWRENCE HOSPITAL

           Vincent D. Enright
           FORMER SENIOR VICE PRESIDENT
           AND CHIEF FINANCIAL OFFICER
           KEYSPAN ENERGY CORP.

                         OFFICERS AND PORTFOLIO MANAGERS

           Mario J. Gabelli, CFA           Timothy P. O'Brien, CFA
           PRESIDENT AND CHIEF             PORTFOLIO MANAGER
           INVESTMENT OFFICER

           Bruce N. Alpert                 James E. McKee
           VICE PRESIDENT AND TREASURER    SECRETARY



                                   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.
- --------------------------------------------------------------------------------
GAB470Q499SR

[Photo of Mario J. Gabelli omitted]


THE
GABELLI
UTILITIES
FUND








                                                                   ANNUAL Report
                                                               DECEMBER 31, 1999



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