INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated as of August 31, 1999, between The Gabelli Utilities Fund (the "Fund"), a Delaware business trust, and Gabelli Funds, LLC (the "Adviser"), a New York limited liability company.

In consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. IN GENERAL

The Adviser agrees, all as more fully set forth herein, to act as investment adviser to the Fund with respect to the investment of the assets of the Fund and to supervise and arrange the purchase and sale of assets held in the investment portfolio of the Fund. The Adviser may delegate any or all of its responsibilities to one or more sub-advisers or administrators, subject to the approval of the Board of Trustees of the Fund. Such delegation shall not relieve the Adviser of its duties and responsibilities hereunder.

2. DUTIES AND OBLIGATIONS OF THE ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUND

(a) Subject to the succeeding provisions of this paragraph and subject to the direction and control of the Fund's Board of Trustees, the Adviser shall (i) act as investment adviser for and supervise and manage the investment and reinvestment of the Fund's assets and in connection therewith have complete discretion in purchasing and selling securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (ii) arrange for the purchase and sale of securities and other assets held in the investment portfolio of the Fund and (iii) oversee the administration of all aspects of the Fund's business and affairs and provide, or arrange for others whom it believes to be competent to provide, certain services as specified in subparagraph (b) below. Nothing contained herein shall be construed to restrict the Fund's right to hire its own employees or to contract for administrative services to be performed by third parties, including but not limited to, the calculation of the net asset value of the Fund's shares.

(b) The specific services to be provided or arranged for by the Adviser for the Fund are (i) maintaining the Fund's books and records, such as journals, ledger accounts and other records in accordance with applicable laws and regulations to the extent not maintained by the Fund's custodian, transfer agent and dividend disbursing agent; (ii) transmitting purchase and redemption orders for the Fund's shares to the extent not transmitted by the Fund's distributor or others who purchase and redeem shares;
(iii) initiating all money transfers to the Fund's custodian and from the Fund's custodian for the payment of the Fund's expenses, investments, dividends and share redemptions; (iv) reconciling account information and balances among the Fund's custodian, transfer agent, distributor, dividend disbursing agent and the Adviser; (v) providing the Fund, upon request, with such office space and facilities, utilities and office equipment as are adequate for the Fund's needs; (vi) preparing, but not paying for, all reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund's shares under federal and state law including periodic updating of the Fund's registration statement and the Fund's Prospectus (including its Statement of Additional Information); (vii) supervising the calculation of the net asset value of the Fund's shares; and (viii) preparing notices and agendas for meetings of the Fund's shareholders and the Fund's Board of Trustees as well as minutes of such meetings in all matters required by applicable law to be acted upon by the Board of Trustees.

(c) In the performance of its duties under this Agreement, the Adviser shall at all times use all reasonable efforts to conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act of 1940, as amended (the "Act"), and of any rules or regulations in force thereunder;
(ii) any other applicable provision of law; (iii) the provisions of the Declaration of Trust, as amended, and By-Laws of the Fund, as such documents are amended from time to time; (iv) the investment objectives, policies and restrictions applicable to the Fund as set forth in the Fund's Registration Statement on Form N-1A and (v) any policies and determinations of the Board of Trustees of the Fund.

(d) The Adviser will seek to provide qualified personnel to fulfill its duties hereunder and will bear all costs and expenses (including any overhead and personnel costs) incurred in connection with its duties hereunder and shall bear the costs of any salaries or Trustees fees of any officers or trustees of the Fund who are affiliated persons (as defined in the Act) of the Adviser. Subject to the foregoing, the Fund shall be responsible for the payment of all the Fund's other expenses, including (i) payment of the fees payable to the Adviser under paragraph 4 hereof; (ii) organizational expenses; (iii) brokerage fees and commissions; (iv) taxes; (v) interest charges on borrowings; (vi) the cost of liability insurance or fidelity bond coverage for the Fund officers and employees, and trustees' and officers' errors and omissions insurance coverage; (vii) legal, auditing and accounting fees and expenses; (viii) charges of the Fund's custodian, transfer agent and dividend disbursing agent; (ix) the Fund's pro rata portion of dues, fees and charges of any trade association of which the Fund is a member; (x) the expenses of printing, preparing and mailing proxies, stock certificates and reports, including the Fund's prospectus and statement of additional information, and notices to shareholders; (xi) filing fees for the registration or qualification of the Fund and its shares under federal or state securities laws; (xii) the fees and expenses involved in registering and maintaining registration of the Fund's shares with the Securities and Exchange Commission;
(xiii) the expenses of holding shareholder meetings; (xiv) the compensation, including fees, of any of the Fund's trustees, officers or employees who are not affiliated persons of the Adviser; (xv) all expenses of computing the Fund's net asset value per share, including any equipment or services obtained solely for the purpose of pricing shares or valuing the Fund's investment portfolio; (xvi) expenses of personnel performing shareholder servicing functions and all other distribution expenses payable by the Fund; and (xvii) litigation and other extraordinary or non-recurring expenses and other expenses properly payable by the Fund.

(e) The Adviser shall give the Fund the benefit of its best judgment and effort in rendering services hereunder, but neither the Adviser nor any of its officers, directors, employees, agents or controlling persons shall be liable for any act or omission or for any loss sustained by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement; provided, however, that the foregoing shall not constitute a waiver of any rights which the Fund may have which may not be waived under applicable law.

(f) Nothing in this Agreement shall prevent the Adviser or any director, officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its directors, officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting.

3. PORTFOLIO TRANSACTIONS

In the course of the Adviser's execution of portfolio transactions for the Fund, it is agreed that the Adviser shall employ securities brokers and dealers which, in its judgment, will be able to satisfy the policy of the Fund to seek the best execution of its portfolio transactions at reasonable expenses. For purposes of this agreement, "best execution" shall mean prompt, efficient and reliable execution at the most favorable price obtainable. Under such conditions as may be specified by the Fund's Board of Trustees in the interest of its shareholders and to ensure compliance with applicable law and regulations, the Adviser may (a) place orders for the purchase or sale of the Fund's portfolio securities with its affiliate, Gabelli & Company, Inc.; (b) pay commissions to brokers other than its affiliate which are higher than might be charged by another qualified broker to obtain brokerage and/or research services considered by the Adviser to be useful or desirable in the performance of its duties hereunder and for the investment management of other advisory accounts over which it or its affiliates exercise investment discretion; and (c) consider sales by brokers (other than its affiliate distributor) of shares of the Fund and any other mutual fund for which it or its affiliates act as investment adviser, as a factor in its selection of brokers and dealers for the Fund's portfolio transactions.

4. COMPENSATION OF THE ADVISER

(a) Subject to paragraph 2(b), the Fund agrees to pay to the Adviser out of the Fund's assets and the Adviser agrees to accept as full compensation for all services rendered by or through the Adviser (other than any amounts payable to the Adviser pursuant to paragraph 4(b) a fee computed daily and payable monthly in an amount equal on an annualized basis to 1.0% of the Fund's daily average net asset value. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

(b) The Fund will pay the Adviser separately for any costs and expenses incurred by the Adviser in connection with distribution of the Fund's shares in accordance with the terms (including proration or nonpayment as a result of allocations of payments) of Plans of Distribution (collectively, the "Plan") adopted by the Fund pursuant to Rule 12b-1 under the Act as such Plan may be in effect from time to time; provided, however, that no payments shall be due or paid to the Adviser hereunder unless and until this Agreement shall have been approved by Board Approval and Disinterested Board Approval (as such terms are defined in such Plan). The Fund reserves the right to modify or terminate such Plan at any time as specified in the Plan and Rule 12b-1, and this subparagraph shall thereupon be modified or terminated to the same extent without further action of the parties. The persons authorized to direct the payment of the funds pursuant to this Agreement and the Plan shall provide to the Fund's Board of Trustees, and the Trustees shall review, at least quarterly a written report of the amount so paid and the purposes for which such expenditures were made.

(c) For purposes of this Agreement, the net assets of the Fund shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Fund for calculating the net asset value of the Fund's shares.

5. INDEMNITY

(a) The Fund hereby agrees to indemnify the Adviser and each of the Adviser's directors, officers, employees, and agents (including any individual who serves at the Adviser's request as director, officer, partner, trustee or the like of another corporation) and controlling persons (each such person being an "indemnitee) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and

penalties, and counsel fees (all as provided in accordance with applicable corporate law) reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth above in this paragraph or thereafter by reason of his having acted in any such capacity, except with respect to any matter as to which he shall have been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as he had no reasonable cause to believe that the conduct was unlawful, provided, however, that
(1) no indemnitee shall be indemnified hereunder against any liability to the Fund or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (v) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Fund and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interest of the Fund and did not involve disabling conduct by such indemnitee and
(3) with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Fund. Notwithstanding the foregoing the Fund shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Fund cannot lawfully waive.

(b) The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that he is entitled to such indemnification and if the trustees of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee shall provide a security for his undertaking, (B) the Fund shall be insured against losses arising by reason of any lawful advances, or (C) a majority of a quorum of trustees of the Fund who are neither "interested persons" of the Fund (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested Non-Party Trustees") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.

(c) All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct or, (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Fund, or
(ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion.

The rights accruing to any indemnitee under these provisions shall not exclude any other right to which he may be lawfully entitled.

6. DURATION AND TERMINATION

This Agreement shall become effective upon on the date hereof and shall continue in effect for a period of two years and thereafter from year to year, but only so long as such continuation is specifically approved at least annually in accordance with the requirements of the Act.

This Agreement may be terminated by the Adviser at any time without penalty upon giving the Fund sixty days written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty days notice (which notice may be waived by the Adviser), provided that such termination by the Fund shall be directed or approved by the vote of a majority of the Trustees of the Fund in office at the time or by the vote of the holders of a "majority of the voting securities" (as defined in the Act) of the Fund at the time outstanding and entitled to vote or, with respect to paragraph 4(b), by a majority of the Trustees of the Fund who are not "interested persons" of the Fund and who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan. This Agreement shall terminate automatically in the event of its assignment (as "assignment" is defined in the Act and the rules thereunder.)

It is understood and hereby agreed that the word "Gabelli" is the property of the Adviser for copyright and other purposes. The Fund further agrees that the word "Gabelli" in its name is derived from the name of Mario J. Gabelli and such name may freely be used by the Adviser for other investment companies, entities or products. The Fund further agrees that, in the event that the Adviser shall cease to act as investment adviser to the Fund and the Fund shall promptly take all necessary and appropriate action to change its name to names which do not include the word "Gabelli"; provided, however, that the Fund may continue to use the word "Gabelli" if the Adviser consents in writing to such use.

7. NOTICES

Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

8. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State of New York for contracts to be performed entirely therein and in accordance with the applicable provisions of the Act.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.

THE GABELLI UTILITIES FUND

BY:      /S/ BRUCE N. ALPERT
         Name:    Bruce N. Alpert
         Title:   Vice President and Treasurer
         GABELLI FUNDS, LLC

BY:      /S/ STEPHEN G. BONDI
         Name:    Stephen G. Bondi
         Title:   Vice President of Finance

DISTRIBUTION AGREEMENT

FOR

THE GABELLI UTILITIES FUND

DISTRIBUTION AGREEMENT, dated July __, 1999, between The Gabelli Utilities Fund, a Delaware business trust (the "Fund"), and Gabelli & Company, Inc., a New York corporation (the "Distributor"). The Fund is registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and an indefinite number of shares (the "Shares") of the Fund, par value $.001 per share (the "Shares"), have been registered under the Securities Act of 1933, as amended (the "1933 Act") to be offered for sale to the public in a continuous public offering in accordance with terms and conditions set forth in the Prospectus and Statement of Additional Information (the "Prospectus") of the Fund included in the Fund's Registration Statement on Form N-1A as such documents may be amended from time to time.

In this connection, the Fund desires that the Distributor act as its exclusive sales agent and distributor for the sale and distribution of Shares. The Distributor has advised the Fund that it is willing to act in such capacities, and it is accordingly agreed between them as follows:

1. The Fund hereby appoints the Distributor as exclusive sales agent and distributor for the sale and distribution of Shares pursuant to the aforesaid continuous public offering of Shares, and the Fund further agrees from and after the commencement of such continuous public offering that it will not, without the Distributor's consent, sell or agree to sell any Shares otherwise than through the Distributor, except the Fund may issue Shares in connection with a merger, consolidation or acquisition of assets on such basis as may be authorized or permitted under the 1940 Act.

2. The Distributor hereby accepts such appointment and agrees to use its best efforts to sell such Shares; provided, however, that when requested by the Fund at any time for any reason the Distributor will suspend such efforts. The Fund may also withdraw the offering of Shares at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that the Distributor does not undertake to sell all or any specific portion of the Shares of the Fund. The Fund acknowledges that the Distributor will enter into sales or servicing agreements with registered securities brokers and banks and into servicing agreements with financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into such agreements, the Distributor shall act only on its own behalf as principal underwriter and distributor. The Distributor shall not be responsible for making any distribution plan or service fee payments pursuant to any plans the Fund may adopt or agreements it may enter into.

3. The Distributor represents that it is a member in good standing of the National Association of Dealers, Inc. and agrees that it will use all reasonable efforts to maintain such status and to abide by the Rules of Fair Practice, the Constitution and the Bylaws of the National Association of Securities Dealers, Inc., and all other rules and regulations that are now or may become applicable to its performance hereunder. The Distributor will undertake and discharge its obligations hereunder as an independent contractor and it shall have no authority or power to obligate or bind the Fund by its actions, conduct or contracts except that it is authorized to accept orders for the purchase or repurchase of Shares as the Fund's agent and subject to its approval. The Fund reserves the right to reject any order in whole or in part. The Distributor may appoint sub-agents or distribute through dealers or otherwise as it may determine from time to time pursuant to agreements approved by the Fund, but this Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale or repurchase of Shares on behalf of the Fund or

otherwise act as the Fund's agent for any purpose. The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the then current Prospectus and such other materials as the Fund shall provide or approve in writing.

4. Shares may be sold by the Distributor only at prices and terms described in the then current Prospectus relating to the Shares and may be sold either through persons with whom it has selling agreements in a form approved by the Fund's Board of Trustees or directly to prospective purchasers. To facilitate sales, the Fund will furnish the Distributor with the net asset value of its Shares promptly after each calculation thereof.

5. The Fund has delivered to the Distributor a copy of the current Prospectus for the Fund. It agrees that it will use its best efforts to continue the effectiveness of its Registration Statement filed under the 1933 Act and the 1940 Act. The Fund further agrees to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with such Acts. The Fund will furnish the Distributor at the Distributor's expense with a reasonable number of copies of the Prospectus and any amended Prospectus for use in connection with the sale of Shares.

6. At the Distributor's request, the Fund will take such steps at its own expense as may be necessary and feasible to qualify Shares for sale in states, territories or dependencies of the United States of America and in the District of Columbia in accordance with the laws thereof, and to renew or extend any such qualification; provided, however, that the Fund shall not be required to qualify Shares or to maintain the qualification of Shares in any state, territory, dependency or district where it shall deem such qualification disadvantageous to the Fund.

7. The Distributor agrees that:

(a) It will furnish to the Fund any pertinent information required to be inserted with respect to the Distributor as exclusive sales agent and distributor within the purview of Federal and state securities laws in any reports or registrations required to be filed with any government authority;

(b) It will not make any representations inconsistent with the information contained in the Registration Statement or Prospectus filed under the Securities Act of 1933, as in effect from time to time;

(c) It will not use or distribute or authorize the use or distribution of any statements other than those contained in the Fund's then current Prospectus or in such supplemental literature or advertising as may be authorized in writing by the Fund; and

(d) Subject to Paragraph 9 below, the Distributor will bear the costs and expenses of printing and distributing any copies of any prospectuses and annual and interim reports of the Fund (after such items have been prepared and set in type) which are used in connection with the offering of Shares, and the costs and expenses of preparing, printing and distributing any other literature used by the Distributor or furnished by the Distributor for use in connection with the offering of the Shares and the costs and expenses incurred by the Distributor in advertising, promoting and selling Shares of the Fund to the public. The Fund has adopted a separate plan of distribution (collectively, the "Plan") pursuant to the provisions of rule 12b-1 of the 1940 Act on behalf of its Class A, Class B, Class C and Class AAA shares, respectively, each of which provides for the payment of administrative and sales related expenses in connection with the distribution of Fund shares and the Distributor agrees to take no action inconsistent with said Plan.

8. The Fund will pay its legal and auditing expenses and the cost of composition of any prospectuses of annual or interim reports of the Fund.

9. The Fund will pay the Distributor for costs and expenses incurred by the Distributor in connection with distribution of Shares by the Distributor in accordance with the terms of a Plan of Distribution (the "Plan") adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act as such Plan may be in effect from time to time; provided, however, that no payments shall be due or paid to the Distributor hereunder unless and until this Agreement shall have been approved by Board Approval and Disinterested Board Approval (as such terms are defined in such Plan). The Fund reserves the right to modify or terminate such Plan at any time as specified in the Plan and Rule 12b-1, and this Section 9 shall thereupon be modified or terminated to the same extent without further action of the parties. The persons authorized to direct the payment of funds pursuant to this Agreement and the Plan shall provide to the Fund's Board of Trustees, and the Trustees shall review, at least quarterly a written report of the amounts so paid and the purposes for which such expenditures were made.

10. The Fund agrees to indemnify, defend and hold the Distributor, its officers, directors, employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (each, an "indemnitee"), free and harmless from any and all liabilities and expenses, including costs of investigation or defense (including reasonable counsel fees) incurred by such indemnitee in connection with the defense or imposition of any action, suit or other proceeding, whether civil or criminal, in which such indemnitee may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while the Distributor was active in such capacity or by reason of the Distributor having acted in any such capacity or arising out of or based upon any untrue statement of a material fact contained in the then-current Prospectus relating to the Shares or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Fund expressly for use in any such Prospectus; provided, however, that (1) no indemnitee shall be indemnified thereunder against any liability to the Fund or the shareholders of the Fund or any expense of such indemnitee with respect to any matter as to which such indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that its action was in the best interest of the Fund or arising by reason of such indemnitee's willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement ("disabling conduct"), or (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, no indemnification shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Fund and that such indemnitee appears to have acted in good faith in the reasonable belief that its action was in the best interest of the Fund and did not involve disabling conduct by such indemnitee. Notwithstanding the foregoing the Fund shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Fund cannot lawfully waive.

The Distributor agrees to indemnify, defend and hold the Fund, its Trustees, officers, employees and agents and any person who controls the Fund within the meaning of Section 15 of the 1933 Act (each, an "indemnitee"), free and armless from and against any and all liabilities and expenses, including costs of investigation or defense (including reasonable counsel fees) incurred by such indemnitee, but only to the extent that such liability or expense shall arise out of or be based upon any untrue or alleged untrue statement of a material fact contained in information furnished in writing by the Distributor of the Fund expressly for use in a Prospectus or any alleged omission to state a material fact in connection with such information required to be stated therein

or necessary to make such information not misleading or arising by reason of disabling conduct by such indemnitee or any person selling Shares pursuant to an agreement with the Distributor.

The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that he is entitled to such indemnification and if the trustees of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee shall provide a security for his undertaking, (B) the Fund shall be insured against losses arising by reason of any lawful advances, or
(C) a majority of a quorum of trustees of the Fund who are neither "interested persons" of the Fund (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested Non-Party Trustees") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.

All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct or, (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Fund, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion.

11. This Agreement shall become effective on the date first set forth above and shall remain in effect for up to two years from such date (one year in the case of Section 9 and thereafter from year to year provided such continuance is specifically approved at least annually prior to each anniversary of such date by (a) Board Approval or by vote at a meeting of shareholders of the Fund of the lesser of (i) 67 per cent of the Shares present or represented by proxy and (ii) 50 per cent of the outstanding Shares and (b) by Disinterested Board Approval.

12. This Agreement may be terminated (a) by the Distributor at any time without penalty by giving sixty (60) days' written notice to the Fund which notice may be waived by the Fund; or (b) by the Fund at any time without penalty upon sixty (60) days' written notice to the Distributor (which notice may be waived by the Distributor); provided, however, that any such termination by the Fund shall be directed or approved in the same manner as required for continuance of this Agreement by Section 11(a) (or, in the case of termination of Section 9, by Section 11(b)).

13. This Agreement may not be amended or changed except in writing signed by each of the parties hereto and approved in the same manner as provided for continuance of this Agreement in Section
11(a) (or, in the case of amendment of Section 9, by Section
11(b)). Any such amendment or change shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, but this Agreement shall not be assigned by either party and shall automatically terminate upon assignment (as such term is defined in the 1940 Act and the rules thereunder).

14. This Agreement shall be construed in accordance with the laws of the State of New York applicable to agreements to be performed entirely therein and in accordance with applicable provisions of the 1940 Act.

15. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

THE GABELLI UTILITIES FUND

BY:               /S/ BRUCE N. ALPERT
Name:             Bruce N. Alpert
Title:            Vice President

GABELLI & COMPANY, INC.

BY:               /S/ BRUCE N. ALPERT
Name:             Bruce N. Alpert
Title:            Vice President

CUSTODIAN CONTRACT

Between

THE GABELLI UTILITIES FUND

and

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

                                                                          Page

1.       Employment of Custodian and Property to be Held by It            1

2.       Duties of the Custodian with Respect to Property

         of the Fund Held By the Custodian                                1

         2.1      Holding Securities                                      1
         2.2      Delivery of Securities                                  2
         2.3      Registration of Securities                              5
         2.4      Bank Accounts                                           5
         2.5      Payments for Shares                                     5
         2.6      Availability of Federal Funds                           6
         2.7      Collection of Income                                    6
         2.8      Payment of Fund Monies                                  6
         2.9      Liability for Payment in Advance of
                  Receipt of Securities Purchased                         8
         2.10     Payments for Repurchases or
                  Redemptions of Shares of
                  the Fund                                                8
         2.11     Appointment of Agents                                   8
         2.12     Deposit of Fund Assets in
                  Securities Systems                                      9
         2.13     Fund Assets Held in the
                  Custodian's Direct
                  Paper System                                            10
         2.14     Segregated Account                                      11
         2.15     Ownership Certificates for Tax Purposes                 12
         2.16     Proxies                                                 12
         2.17     Communications Relating to
                  Fund Portfolio Securities                               12
         2.18     Proper Instructions                                     12
         2.17     Actions Permitted without
                  Express Authority                                       13
         2.20     Evidence of Authority                                   14

2.       Duties of Custodian with Respect to the Books
         of Account and Calculation of Net Asset
         Value and Net Income                                             14

4.       Records                                                          14

5.       Opinion of Fund's Independent Accountant                         15

6.       Reports to Fund by Independent Public
         Accountants                                                      15

7.       Compensation of Custodian                                        15

8.       Responsibility of Custodian                                      15

9.       Effective Period, Termination and Amendment                      16

                                       49

10.      Successor Custodian                                              17

11.      Interpretive and Additional Provisions                           18

12.      Massachusetts Law to Apply                                       18

13.      Prior Contracts                                                  18

CUSTODIAN CONTRACT

This Contract between The Gabelli Utilities Fund, a business trust organized and existing under the laws of Delaware, having its principal place of business at One Corporate Center, Rye, NY 10580, hereinafter called the "Fund", and State Street Bank and Trust Company, a Massachusetts business trust, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the ("Custodian").

WITNESSETH, that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

The Fund hereby employs the Custodian as the custodian of its assets pursuant to the provisions of the Declaration of Trust. The Fund agrees to deliver to the Custodian all securities and cash owned by it, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest ("Shares") of the Fund as may be issued or sold from time to time. The Custodian shall not be responsible for any property of the Fund held or received by the Fund and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Section 2.17), the Custodian shall from time to time employ one or more subcustodians, but only in accordance with an applicable vote by the Board of Trustees of the Fund, and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.

2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN

2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of the Fund all non-cash property, including all securities owned by the Fund, other than (a) securities which are maintained pursuant to Section 2.12 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as a Securities System' and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper) which is deposited and/or maintained in the Direct Paper System of the Custodian pursuant to Section 2.12A.

2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver securities owned by the Fund held by the Custodian or in a Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper Account") only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Fund and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund;

3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section 2.12 hereof;

4) To the depository agent in connection with tender or other similar offers for portfolio securities of the Fund;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.11 or into the name or nominee name of any sub-custodian appointed pursuant to Article l; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; PROVIDED that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) FOR DELIVERY IN CONNECTION WITH ANY LOANS OF SECURITIES MADE

BY THE FUND, BUT ONLY against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Fund prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange,

or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund;

13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund;

14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for the Fund, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus and statement of additional information ("prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and

For any other proper corporate purpose, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made.

2.3 REGISTRATION OF SECURITIES. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the CUSTODIAN WHICH NOMINEE SHALL BE ASSIGNED EXCLUSIVELY TO THE FUND, UNLESS the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.11 or in the name or nominee name of any sub-custodian appointed pursuant to Article 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Contract shall be in "street name or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for the Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the Board of Trustees of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

2.5 PAYMENTS FOR SHARES. The Custodian shall receive from the distributor for the Fund's Shares or from the Transfer Agent of the Fund and deposit into the Fund's account such payments as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund.

2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions, make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of the Fund which are deposited into the Fund's account.

2.7 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered securities held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to the Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due the Fund on securities loaned pursuant to the provisions of Section
2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled.

2.8 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of the Fund in the following cases only:

1) Upon the purchase of securities, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.12 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.12A; (d) n the case of repurchase agreements entered into between the Fund and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation

from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined in Section 2.17;

2) In connection with conversion, exchange or surrender of securities owned by the Fund as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by the Fund as set forth in Section 2.10 hereof;

4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of securities sold short;

7) FOR ANY OTHER PROPER PURPOSE, BUT ONLY upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees or of the Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made.

2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED. Except as specifically stated otherwise in this Contract, in any and every case where payment for purchase of securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be bsolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian.

2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND. From such funds as may be available for the purpose but subject to the limitations of the Declaration of Trust and any applicable votes of the Board of Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of the Fund, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

2.11 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its

agent to carry out such of the provisions of this Article 2 AS THE CUSTODIAN MAY FROM TIME TO TIME DIRECT; PROVIDED, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by the Fund in a clearing agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. department of the Treasury and certain federal agencies, collectively referred to herein as "Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions:

1) The Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

2) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund.

4) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System;

5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 9 hereof;

6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with

respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.

2.13 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The Custodian may deposit and/or maintain securities owned by the Fund in the Direct Paper System of the Custodian subject to the following provisions:

1) No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions;

2) The Custodian may keep securities of the Fund in the Direct Paper System only if such securities are represented in an account ("Account") of the Custodian in the Direct Paper System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

3) The records of the Custodian with respect to securities of the Fund which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to the Fund;

4) The Custodian shall pay for securities purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of securities to the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund;

5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of dally transaction sheets reflecting each day's transaction in the Securities System for the account of the Fund;

6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time;

2.14 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to
Section 2.12 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purpose of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies and (iv) for

other proper corporate purposes, but only, in the case of clause
(iv), upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper corporate purposes.

2.15 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of the Fund held by it and in connection with transfers of securities.

2.16 PROXIES. The Custodian shall, with respect to the securities held hereunder, cause to be Promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities.

2.17 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

2.18 PROPER INSTRUCTIONS. Proper Instructions as used throughout this Article 2 means a writing signed or initialed by one or more person or persons as the Board of Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Trustees of the Fund accompanied by a detailed description of procedures approved by the Board of Trustees, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Board of Trustees and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with
Section 2.13.

2.19 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its discretion, without express authority from the Fund:

1) make payments to itself or others for minor expenses of handling securities or other similar items RELATING TO ITS DUTIES UNDER THIS CONTRACT, PROVIDED that all such payments shall be accounted for to the Fund;

2) surrender securities in temporary form for securities in definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Fund except as otherwise directed by the Board of Trustees of the Fund.

2.20 EVIDENCE OF AUTHORITY. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Trustees of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Trustees pursuant to the Declaration of Trust as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Trustees of the Fund to keep the books of account of the Fund and/or compute the net asset value per share of the outstanding shares of the Fund or, if directed in writing to do so by the Fund, shall itself keep such books of account and/or compute such net asset value per share. If so directed, the Custodian shall also calculate daily the net income of the Fund as described in the Fund's currently effective prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's currently effective prospectus.

4. RECORDS

The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by the Fund and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the custodian, include certificate numbers in such tabulations.

5. OPINION OF FUND'S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants With respect to its activities hereunder in connection with the preparation of the Fund's Form N-lA, and Form N-SAR or other annual reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission.

6. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

7. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian.

8. RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund.

If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If the Fund requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of Fund assets to the extent necessary to obtain reimbursement.

9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than THIRTY (30) DAYS AFTER THE DATE OF SUCH DELIVERY OR MAILING; PROVIDED, however that the Custodian shall not act under Section .12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees

has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.12A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant SECRETARY THAT THE BOARD OF TRUSTEES HAS REVIEWED THE USE BY THE FUND OF THE DIRECT PAPER SYSTEM; PROVIDED FURTHER, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.

10. SUCCESSOR CUSTODIAN

If a successor custodian shall be appointed by the Board of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Contract and to transfer to an account of such successor custodian all of the Fund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

11. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Contract, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Declaration of Trust of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract.

12. MASSACHUSETTS LAW TO APPLY

This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

13. PRIOR CONTRACTS

This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of August 20, 1999.

THE GABELLI UTILITIES FUND FUND SIGNATURE ATTESTED BY:

BY:     /S/ BRUCE N. ALPERT            BY:      /S/ PETER D. GOLDSTEIN
Name:   Bruce N. Alpert                Name:    Peter D. Goldstein
Title:  Treasurer                      Title:   Deputy Gen. Counsel, Gabelli
                                                Asset Management Inc.

STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED BY:

BY:     /S/ RONALD E. LOGUE            BY:      /S/ MARC L. PARSONS
Name:   Ronald E. Logue                Name:    Marc L. Parsons
Title:  Vice Chairman                  Title:   Associate Counsel

COUNTRY             * HOLDING      TRANSACTION     COUNTRY             *HOLDING             TRANSACTION
                    CHARGES IN        CHARGES                          CHARGES IN              CHARGES
                   BASIS POINTS     (PER TRADE)                       BASIS POINTS           (PER TRADE)
                   (ANNUAL FEE)                                       (ANNUAL FEE)

========================================================================================================

Argentina               45.0            $125      Lebanon                   40.0                  $100
Australia                5.0             $25      Lithuania                 35.0                   $50
Austria                 15.0             $25      Luxembourg                35.0                  $100
Bahrein                 50.0            $150      Malaysia                  15.0                   $50
Bangladesh              45.0            $125      Mauritius                 45.0                  $125
Belgium                 15.0             $50      Mexico                    15.0                   $50
Bermuda                 65.0            $150      Morocco                   35.0                  $100
Bolivia                 45.0            $125      Namibia                   45.0                  $125
Botswana                35.0            $100      Netherlands               15.0                   $50
Brazil                  35.0            $100      New Zealand                5.0                   $25
Bulgaria                50.0            $100      Norway                    15.0                   $50
Canada                   5.0             $25      Oman                      65.0                  $150
Chile                   45.0            $125      Pakistan                  45.0                  $125
China                   35.0            $100      Peru                      45.0                  $125
Colombia                45.0            $125      Philippines               15.0                   $50
Croatia                 50.0            $100      Poland                    45.0                  $125
Cyprus                  45.0            $125      Portugal                  15.0                   $50
Czech Republic          35.0            $100      Romania                   75.0                  $100
Denmark                  5.0             $25      Russia                    50.0                  $300
Ecuador                 35.0            $100      Singapore                 15.0                   $50
Egypt                   35.0            $100      Slovakia                  45.0                  $125
Estonia                 50.0             $50      Slovak Republic           45.0                   $75
Euroclear                5.0             $25      Slovania                  75.0                  $100
Finland                 15.0             $50      South Africa               5.0                   $25
France                   5.0             $25      South Korea               45.0                  $125
Germany                  5.0             $25      Spain                     15.0                   $50
Ghana                   35.0            $100      Sri Lanka                 35.0                  $100
Greece                  45.0            $125      Swaziland                 75.0                  $200
Hong Kong               15.0             $50      Sweden                    15.0                   $50
Hungary                 45.0            $125      Switzerland                5.0                   $25
Iceland                 35.0             $50      Taiwan                    35.0                  $100
India                   45.0            $125      Thailand                  15.0                   $50
Indonesia               15.0             $50      Trinidad &                35.0                  $100
                                                  Tobago

Ireland                 15.0             $50      Tunisia                   45.0                  $125
Israel                  35.0            $100      Turkey                    35.0                  $100
Italy                    5.0             $25      Ukraine                   75.0                  $300

Ivory Coast             75.0            $150      United Kingdom             5.0                   $25
Jamaica                 45.0            $125      Uruguay                   45.0                  $125
Japan                    5.0             $25      USA                        1.0  SSB Repos/
                                                                                  Euros-$7;
                                                                                  Book Entry-$12
                                                                                  All Other-$25
                                                                                  FX 3rd Party-$50
Jordan                  45.0            $125      Venezuela                 45.0                  $125
Kenya                   35.0            $100      Zambia                    35.0                  $100
Latvia                  65.0             $50      Zimbabwe                  35.0                  $100

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

SPECIAL SERVICES:

Fees for activities of a non-recurring nature such as fund consolidations or reorganizations, extraordinary security shipments and the preparation of special reports will be subject to negotiation. These services include, but are not limited to, the following: fees for fund administration activities, self directed securities lending, linkages/feeds with third party lending agents, development of customized reports, financial reporting, and access to State Street systems.

o   Communications/equipment costs           o    Duplicating
    (telephone, lease lines, etc.)           o    Non-recurring legal fees

o   Wire charges ($5.25 in and $5 out)       o    Third-party internal control
o   Postage and insurance                         review letter
o   Courier service                          o    Subcustodian out-of-pocket

                                                  charges (market fees,
                                                  registration fees, stamp
                                                  duties, etc.)

                                             o    SWIFT charges
                                             o    17f-5 review

The Gabelli Blue Chip Value Fund State Street Bank and Trust Company The Gabelli Utilities Fund

BY:          /S/ BRUCE N. ALPERT              BY:      /S/ RONALD E. LOGUE
Name:        Bruce N. Alpert                  Name:    Ronald E. Logue
Title:       Treasurer                        Title:   Vice Chairman.

REGISTRAR, TRANSFER AGENCY
AND SERVICE AGREEMENT

between

THE GABELLI UTILITIES FUND

and

STATE STREET BANK AND TRUST COMPANY

                               TABLE OF CONTENTS

ARTICLE 1   TERMS OF APPOINTMENT; DUTIES OF THE BANK                  3

ARTICLE 2   FEES AND EXPENSES                                         6

ARTICLE 3   REPRESENTATIONS AND WARRANTIES OF THE BANK                6

ARTICLE 4   REPRESENTATIONS AND WARRANTIES OF THE FUND                7

ARTICLE 5   DATA ACCESS AND PROPRIETARY INFORMATION                   8

ARTICLE 6   INDEMNIFICATION                                           10

ARTICLE 7   STANDARD OF CARE                                          12

ARTICLE 8   COVENANTS OF THE FUND AND THE BANK                        13

ARTICLE 9   TERMINATION OF AGREEMENT                                  14

ARTICLE 10  ASSIGNMENT                                                15

ARTICLE 11  AMENDMENT                                                 15

ARTICLE 12  MASSACHUSETTS LAW TO APPLY                                16

ARTICLE 13  FORCE MAJEURE                                             16

ARTICLE 14  CONSEQUENTIAL DAMAGES                                     16

ARTICLE 15  MERGER OF AGREEMENT                                       16

ARTICLE 16  SURVIVAL                                                  17

ARTICLE 17  SEVERABILITY                                              17

ARTICLE 18  COUNTERPARTS                                              17

REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 31st day of August, 1999, by and between The Gabelli Utilities Fund, a Delaware business trust, having its principal office and place of business at One Corporate Center, Rye, New York 10580 (the "Fund"), and STATE STREET BANK AND TRUST, a Massachusetts business trust, having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Fund desires to appoint the Bank as its registrar, transfer agent, dividend disbursing agent and agent in connection with certain other activities and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF THE BANK

1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to act as registrar, transfer agent for the Fund's authorized and issued shares of its common stock ("Shares"), dividend disbursing agent and agent in connection with any dividend reinvestment plan as set out in the prospectus of the Fund, corresponding to the date of this Agreement.

A. The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall:

(i) Issue and record the appropriate number of Shares as authorized and hold such shares in the appropriate Shareholder account

(ii) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation;

(iii)Prepare and transmit payments for dividends and distributions declared by the Fund;

(iv) Act as agent for Shareholders pursuant to the dividend reinvestment and cash purchase plan as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and the Bank in substantially the form attached as Exhibit hereto;

(v) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Bank of indemnification satisfactory to the Bank and protecting the Bank and the Fund, and the Bank at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity.

(b) In addition to and neither in lieu nor in contravention of the services set forth in the above paragraph (a), the Bank shall:
(i) perform all of the customary services of a registrar, transfer agent, dividend disbursing agent and agent of the dividend reinvestment and cash purchase plan as described in Article 1 consistent with those requirements in effect as of the date of this agreement. The detailed definition, frequency, limitations and associated costs (if any) set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, and mailing Shareholder

reports to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts where applicable, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all registered Shareholders.

(c) The Bank shall provide additional services on behalf of the Fund (i.e., escheatment services) which may be agreed upon in writing between the Fund and the Bank.

ARTICLE 2. FEES AND EXPENSES

2.01 For the performance by the Bank pursuant to this Agreement, the Fund agrees to pay the Bank an annual maintenance fee as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Bank.

2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Bank for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Bank at the request or with the consent of the Fund, will be reimbursed by the Fund.

2.03 The Fund agrees to pay all fees and reimbursable expenses within five days following the receipt of the respective billing notice. Postage and the cost of materials for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to the Bank by the Fund at least seven
(7) days prior to the mailing date of such materials.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE BANK

The Bank represents and warrants to the Fund that:

3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.

3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts.

3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Bank that:

4.01 It is a corporation duly organized and existing and in good standing under the laws of Maryland.

4.02 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement

4.03 All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.

4.04 It is a closed-end, diversified investment company registered under the Investment Company Act of 1940, as amended.

4.05 To the extent required by federal securities laws a registration statement under the Securities Act of 1933, as amended is currently effective and appropriate state securities law filings have been made with respect to all Shares of the Fund being offered for sale; information to the contrary will result in immediate notification to the Bank.

4.06 It shall make all required filings under federal and state securities laws.

ARTICLE 5. DATA ACCESS AND PROPRIETARY INFORMATION

5.01 The Fund acknowledges that the data bases, computer programs, screen formats, interactive design techniques, and other information furnished to the Fund by the Bank are provided solely in connection with the services rendered under this Agreement and constitute copyrighted trade secrets or proprietary information of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information." The Fund agrees that it shall treat all Proprietary Information to any person or organization except as expressly permitted hereunder. The Fund agrees for itself and its employees and agents:

(a) to use such programs and databases (i) solely on the Fund computers, or (ii) solely from equipment at the locations agreed to between the Fund and the Bank and (iii) in accordance with the Bank's applicable user documentation;

(b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund's computers) any part of any Proprietary Information;

(c) to refrain from obtaining unauthorized access to any programs, data or other information not owned by the Fund, and if such access is accidentally obtained, to respect and safeguard the same Proprietary Information;

(d) to refrain from causing or allowing information transmitted from the Bank's computer to the Funds' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Bank, (such permission not to be unreasonably withheld);

(e) that the Fund shall have access only to those authorized transactions as agreed to between the Fund and the Bank; and

(f) to honor reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law and under applicable statues.

5.02 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.

ARTICLE 6. INDEMNIFICATION

6.01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement; provided that such actions are taken in good faith and without negligence or willful misconduct.

(b) The Fund's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder.

(c) The reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any previous transfer agent registrar.

(d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Fund.

(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such State.

6.02 At any time the Bank may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Bank or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice thereof from the Fund. The Bank, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

6.03 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which the Fund may be required to indemnify the Bank, the Bank shall promptly notify the Fund in writing of such assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its own name or in the name of the Bank. The Bank shall in no case confess any claim or make any compromise in any case in which the Fund may be required to indemnify the Bank except with the Fund's prior written consent.

ARTICLE 7. STANDARD OF CARE

7.01 The Bank shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct of that of its employees.

ARTICLE 8. COVENANTS OF THE FUND AND THE BANK

8.01 The Fund shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Directors of the Fund authorizing the appointment of the Bank and the execution and delivery of this Agreement.

(b) A copy of the Articles of Incorporation and By-Laws of the Fund and all amendments thereto.

8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

8.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

8.04 The Bank and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law.

8.05 In cases of any requests or demands for the inspection of the Shareholder records of the Fund, the Bank will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

ARTICLE 9. TERMINATION OF AGREEMENT

9.01 This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other.

9.02 Should the Fund exercise its right to terminate, all out-of- pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, the Bank reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) month's fees.

ARTICLE 10. ASSIGNMENT

10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

10.03 The Bank may, without further consent on the part of the Fund, subcontract for the performance hereof with (i) Boston Financial Data Services, Inc., a Massachusetts corporation ("BFDS"), which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934 ("Section 17A(c)(2)"), or
(ii) a BFDS affiliate duly registered as a transfer agent pursuant to Section 17A(c)(2), provided, however, that the Bank shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.

ARTICLE 11. AMENDMENT

11.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Directors of the Fund.

ARTICLE 12. MASSACHUSETTS LAW TO APPLY

12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

ARTICLE 13. FORCE MAJEURE

13.01 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

ARTICLE 14. CONSEQUENTIAL DAMAGES

14.01 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder.

ARTICLE 15. MERGER OF AGREEMENT

15.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.

ARTICLE 16. SURVIVAL

16.01 All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Agreement.

ARTICLE 17. SEVERABILITY

17.01 If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

ARTICLE 18. COUNTERPARTS

18.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

The Gabelli Utilities Fund

BY:      /S/ BRUCE N. ALPERT

State Street Bank and Trust Company

BY: ___________________

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial Highlights", "Investment Advisory and Other Services" and "Financial Statements" and to the use of our report dated February 11, 2000, which is incorporated by reference in this Registration Statement (Form N-1A No. 333-81209) of Gabelli Utilities Fund.

ERNST & YOUNG LLP

New York, New York
April 26, 2000

Each    Registered Investment Company or series thereof (each of which
        is  considered to be a Company for this purpose) for which any
        of the Companies listed above presently or hereafter  provides
        investment advisory or principal underwriting services,  other
        than a money  market  fund or a fund that  does not  invest in
        Securities.

                                  INTRODUCTION

     This  Code of Ethics  establishes  rules of  conduct  for  persons  who are

associated with the companies named above or with the registered investment companies for which such companies provide investment advisory or principal underwriter services. The Code governs their personal investment and other investment-related activities.

The basic rule is very simple: put the client's interests first. The rest of the rules elaborate this principle. Some of the rules are imposed specifically by law. For example, the laws that govern investment advisers specifically prohibit fraudulent activity, making statements that are not true or that are misleading or omit something that is significant in the context and engaging in manipulative practices. These are general words, of course, and over the years the courts, the regulators and investment advisers have interpreted these words and established codes of conduct for their employees and others who have access to their investment decisions and trading activities. Indeed, the rules obligate investment advisers to adopt written rules that are reasonably designed to prevent the illegal activities described above and must follow procedures that will enable them to prevent such activities.

This Code is intended to assist the companies in fulfilling their obligations under the law. The first part lays out who the Code applies to, the second part deals with personal investment activities, the third part deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.

THE CODE IS VERY IMPORTANT TO THE COMPANIES AND THEIR EMPLOYEES. VIOLATIONS CAN NOT ONLY CAUSE THE COMPANIES EMBARRASSMENT, LOSS OF BUSINESS, LEGAL RESTRICTIONS, FINES AND OTHER PUNISHMENTS BUT FOR EMPLOYEES CAN LEAD TO DEMOTION, SUSPENSION, FIRING, EJECTION FROM THE SECURITIES BUSINESS AND VERY LARGE FINES.

I. APPLICABILITY

A. THE CODE APPLIES TO EACH OF THE FOLLOWING:

1. THE COMPANIES NAMED OR DESCRIBED AT THE TOP OF PAGE ONE OF THE CODE AND ALL ENTITIES THAT ARE UNDER COMMON MANAGEMENT WITH THESE COMPANIES OR OTHERWISE AGREE TO BE SUBJECT TO THE CODE ("AFFILIATES"). A LISTING OF THE AFFILIATES, WHICH IS PERIODICALLY UPDATED, IS ATTACHED AS EXHIBIT A.

2. ANY OFFICER, DIRECTOR OR EMPLOYEE OF ANY COMPANY, AFFILIATE OR FUND CLIENT (AS DEFINED BELOW) WHOSE JOB REGULARLY INVOLVES HIM IN THE INVESTMENT PROCESS. THIS INCLUDES THE FORMULATION AND MAKING OF INVESTMENT RECOMMENDATIONS AND DECISIONS, THE PURCHASE AND SALE OF SECURITIES FOR CLIENTS AND THE UTILIZATION OF INFORMATION ABOUT INVESTMENT RECOMMENDATIONS, DECISIONS AND TRADES. DUE TO THE MANNER IN WHICH THE COMPANIES AND THE AFFILIATES CONDUCT THEIR BUSINESS, EVERY EMPLOYEE SHOULD ASSUME THAT HE IS SUBJECT TO THE CODE UNLESS THE COMPLIANCE OFFICER SPECIFIES OTHERWISE.

3. WITH RESPECT TO ALL OF THE COMPANIES, AFFILIATES AND FUND CLIENTS EXCEPT GABELLI & COMPANY, INC., ANY NATURAL PERSON WHO CONTROLS ANY OF THE COMPANIES, AFFILIATES OR FUND CLIENTS AND WHO OBTAINS INFORMATION REGARDING THE COMPANIES' OR THE AFFILIATES' INVESTMENT RECOMMENDATIONS OR DECISIONS. HOWEVER, A PERSON WHOSE CONTROL ARISES ONLY AS A RESULT OF HIS OFFICIAL POSITION WITH SUCH ENTITY IS EXCLUDED. DISINTERESTED DIRECTORS OF FUND CLIENTS, FOR EXAMPLE, ARE EXCLUDED FROM COVERAGE UNDER THIS ITEM.

4. WITH RESPECT TO ALL OF THE COMPANIES AND FUND CLIENTS EXCEPT GABELLI & COMPANY, INC., ANY DIRECTOR, OFFICER, GENERAL PARTNER OR PERSON PERFORMING A SIMILAR FUNCTION EVEN IF HE HAS NO KNOWLEDGE OF AND IS NOT INVOLVED IN THE INVESTMENT PROCESS. DISINTERESTED DIRECTORS OF FUND CLIENTS AND INDEPENDENT DIRECTORS OF AFFILIATES ARE INCLUDED IN COVERAGE UNDER THIS ITEM.

5. AS AN EXCEPTION, THE CODE DOES NOT APPLY TO ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY FUND CLIENT (SUCH AS CERTAIN OF THE GABELLI

WESTWOOD FUNDS) WITH RESPECT TO WHICH THE COMPANIES' SERVICES DO NOT INVOLVE THE FORMULATION OR MAKING OF INVESTMENT RECOMMENDATIONS OR DECISIONS OR THE EXECUTION OF PORTFOLIO TRANSACTIONS IF THAT PERSON IS ALSO A DIRECTOR, OFFICER OR EMPLOYEE OF ANY ENTITY THAT DOES PERFORM SUCH SERVICES (SUCH AS WESTWOOD MANAGEMENT CORP.). THESE INDIVIDUALS ARE COVERED BY CODES OF ETHICS ADOPTED BY SUCH ENTITIES.

B. DEFINITIONS

1. ACCESS PERSONS. THE COMPANIES AND THE PERSONS DESCRIBED IN ITEMS (A)2 AND (A)3 ABOVE OTHER THAN THOSE EXCLUDED BY ITEM (A)5 ABOVE.

2. ACCESS PERSON ACCOUNT. INCLUDES ALL ADVISORY, BROKERAGE, TRUST OR OTHER ACCOUNTS OR FORMS OF DIRECT BENEFICIAL OWNERSHIP IN WHICH ONE OR MORE ACCESS PERSONS AND/OR ONE OR MORE MEMBERS OF AN ACCESS PERSON'S IMMEDIATE FAMILY HAVE A SUBSTANTIAL PROPORTIONATE ECONOMIC INTEREST. IMMEDIATE FAMILY INCLUDES AN ACCESS PERSON'S SPOUSE AND MINOR CHILDREN LIVING WITH THE ACCESS PERSON. A SUBSTANTIAL PROPORTIONATE ECONOMIC INTEREST WILL GENERALLY BE 10% OF THE EQUITY IN THE ACCOUNT IN THE CASE OF ANY SINGLE ACCESS PERSON AND 25% OF THE EQUITY IN THE ACCOUNT IN THE CASE OF ALL ACCESS PERSONS IN THE AGGREGATE, WHICHEVER IS FIRST APPLICABLE. INVESTMENT PARTNERSHIPS AND SIMILAR INDIRECT MEANS OF OWNERSHIP OTHER THAN REGISTERED OPEN-END INVESTMENT COMPANIES ARE ALSO TREATED AS ACCOUNTS.

As an exception, accounts in which one or more Access Persons and/or their immediate family have a substantial proportionate interest which are maintained with persons who have no affiliation with the Companies and with respect to which no Access Person has, in the judgment of the Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Access Person Accounts.

As a further exception, subject to the provisions of Article II(I)7, bona fide market making accounts of Gabelli & Company, Inc. are not Access Person Accounts.

As a further exception, subject to the provisions of Article II(I)7, bona fide error accounts of the Companies and the Affiliates are not Access Person Accounts.

3. ASSOCIATE PORTFOLIO MANAGERS. ACCESS PERSONS WHO ARE ENGAGED IN SECURITIES RESEARCH AND ANALYSIS FOR DESIGNATED CLIENTS OR ARE RESPONSIBLE FOR INVESTMENT RECOMMENDATIONS FOR DESIGNATED CLIENTS

BUT WHO ARE NOT PRINCIPALLY RESPONSIBLE FOR INVESTMENT DECISIONS
WITH RESPECT TO ANY CLIENT ACCOUNTS.

4. CLIENTS. INVESTMENT ADVISORY ACCOUNTS MAINTAINED WITH ANY OF THE COMPANIES OR AFFILIATES BY ANY PERSON, OTHER THAN ACCESS PERSON ACCOUNTS. HOWEVER, FUND CLIENTS COVERED BY ITEM (A)(5) ABOVE ARE CONSIDERED CLIENT ACCOUNTS ONLY WITH RESPECT TO EMPLOYEES SPECIFICALLY IDENTIFIED BY THE COMPLIANCE OFFICER AS HAVING REGULAR INFORMATION REGARDING INVESTMENT RECOMMENDATIONS OR DECISIONS OR PORTFOLIO TRANSACTIONS FOR SUCH FUND CLIENTS.

5. COMPANIES. THE COMPANIES NAMED OR DESCRIBED AT THE TOP OF PAGE ONE OF THE CODE.

6. COMPLIANCE OFFICER. THE PERSONS DESIGNATED AS THE COMPLIANCE OFFICERS OF THE COMPANIES.

7. COVERED PERSONS. THE COMPANIES, THE ACCESS PERSONS AND THE PERSONS DESCRIBED IN ITEM (A)4 ABOVE.

8. FUND CLIENTS. CLIENTS THAT ARE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF.

9. PORTFOLIO MANAGERS. ACCESS PERSONS WHO ARE PRINCIPALLY RESPONSIBLE FOR INVESTMENT DECISIONS WITH RESPECT TO ANY CLIENT ACCOUNTS.

10. SECURITY. ANY FINANCIAL INSTRUMENT TREATED AS A SECURITY FOR INVESTMENT PURPOSES AND ANY RELATED INSTRUMENT SUCH AS A FUTURES, FORWARD OR SWAP CONTRACT ENTERED INTO WITH RESPECT TO ONE OR MORE SECURITIES, A BASKET OF OR AN INDEX OF SECURITIES OR COMPONENTS OF SECURITIES. HOWEVER, THE TERM SECURITY DOES NOT INCLUDE SECURITIES ISSUED BY THE GOVERNMENT OF THE UNITED STATES, BANKERS' ACCEPTANCES, BANK CERTIFICATES OF DEPOSIT, COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS, OR SHARES OF REGISTERED OPEN-END INVESTMENT COMPANIES.

II. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

A. BASIC RESTRICTION ON INVESTING ACTIVITIES

If a purchase or sale order is pending or under active consideration for any Client account by any Company or Affiliate, neither the same Security nor any related

Security (such as an option, warrant or convertible security) may be bought or sold for any Access Person Account.

B. Initial Public Offerings

No Security or related Security may be acquired in an initial public offering for any Access Person Account.

C. BLACKOUT PERIOD

No Security or related Security may be bought or sold for the account of any Portfolio Manager or Associate Portfolio Manager during the period commencing seven (7) days prior to and ending seven (7) calendar days after the purchase or sale (or entry of an order for the purchase or sale) of that Security or any related Security for the account of any Client with respect to which such person has been designated a Portfolio Manager or Associate Portfolio Manager, unless the Client account receives at least as good a price as the account of the Portfolio Manager or Associate Portfolio Manager and the Compliance Officer determines under the circumstances that the Client account has not been adversely affected (including with respect to the amount of such Security able to be bought by the Client account) by the transaction for the account of the Portfolio Manager or Associate Portfolio Manager.

D. SHORT-TERM TRADING

No Security or related Security may, within a 60 day period, be bought and sold or sold and bought at a profit for any Access Person Account if the Security or related Security was held at any time during that period in any Client account.

E. EXEMPT TRANSACTIONS

Participation on an ongoing basis in an issuer's dividend reinvestment or stock purchase plan, participation in any transaction over which no Access Person had any direct or indirect influence or control and involuntary transactions (such as mergers, inheritances, gifts, etc.) are exempt from the restrictions set forth in paragraphs (A) and (C) above without case by case preclearance under paragraph (G) below.

F. PERMITTED EXCEPTIONS

Purchases and sales of the following Securities for Access Person Accounts are exempt from the restrictions set forth in paragraphs A, C and D above if such purchases and sales comply with the pre-clearance requirements of paragraph (G) below:

1. NON-CONVERTIBLE FIXED INCOME SECURITIES RATED AT LEAST "A";

2. EQUITY SECURITIES OF A CLASS HAVING A MARKET CAPITALIZATION IN EXCESS OF $1 BILLION;

3. EQUITY SECURITIES OF A CLASS HAVING A MARKET CAPITALIZATION IN EXCESS OF $500 MILLION IF THE TRANSACTION IN QUESTION AND THE AGGREGATE AMOUNT OF SUCH SECURITIES AND ANY RELATED SECURITIES PURCHASED AND SOLD FOR THE ACCESS PERSON ACCOUNT IN QUESTION DURING THE PRECEDING 60 DAYS DOES NOT EXCEED 100 SHARES;

4. MUNICIPAL SECURITIES; AND

5. SECURITIES TRANSACTIONS EFFECTED FOR FEDERAL, STATE OR LOCAL INCOME TAX PURPOSES THAT ARE IDENTIFIED TO THE COMPLIANCE OFFICER AT THE TIME AS BEING EFFECTED FOR SUCH PURPOSES.

In addition, the exercise of rights that were received pro rata with other security holders is exempt if the pre-clearance procedures are satisfied.

G. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

No Security may be bought or sold for an Access Person Account unless
(i) the Access Person obtains prior approval from the Compliance Officer or, in the absence of the Compliance Officer, from the general counsel of Gabelli Asset Management Inc.; (ii) the approved transaction is completed on the same day approval is received; and (iii) the Compliance Officer or the general counsel does not rescind such approval prior to execution of the transaction (See paragraph I below for details of the Pre-Clearance Process.)

H. PRIVATE PLACEMENTS

The Compliance Officer will not approve purchases or sale of Securities that are not publicly traded, unless the Access Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person's activities on behalf of any Client) and the Compliance Officer concludes, after consultation with one or more of the relevant Portfolio Managers, that the Companies would have no foreseeable interest in investing in such Security or any related Security for the account of any Client.

I. PRE-CLEARANCE PROCESS

1. NO SECURITIES MAY BE PURCHASED OR SOLD FOR ANY ACCESS PERSON ACCOUNT UNLESS THE PARTICULAR TRANSACTION HAS BEEN APPROVED IN

WRITING BY THE COMPLIANCE OFFICER OR, IN HIS ABSENCE, THE GENERAL COUNSEL OF GABELLI ASSET MANAGEMENT INC. THE COMPLIANCE OFFICER SHALL REVIEW NOT LESS FREQUENTLY THAN WEEKLY REPORTS FROM THE TRADING DESK (OR, IF APPLICABLE, CONFIRMATIONS FROM BROKERS) TO ASSURE THAT ALL TRANSACTIONS EFFECTED FOR ACCESS PERSON ACCOUNTS ARE EFFECTED IN COMPLIANCE WITH THIS CODE.

2. NO SECURITIES MAY BE PURCHASED OR SOLD FOR ANY ACCESS PERSON ACCOUNT OTHER THAN THROUGH THE TRADING DESK OF GABELLI & COMPANY, INC., UNLESS EXPRESS PERMISSION IS GRANTED BY THE COMPLIANCE OFFICER. SUCH PERMISSION MAY BE GRANTED ONLY ON THE CONDITION THAT THE THIRD PARTY BROKER SUPPLY THE COMPLIANCE OFFICER, ON A TIMELY BASIS, DUPLICATE COPIES OF CONFIRMATIONS OF ALL PERSONAL SECURITIES TRANSACTIONS FOR SUCH ACCESS PERSON IN THE ACCOUNTS MAINTAINED WITH SUCH THIRD PARTY BROKER AND COPIES OF PERIODIC STATEMENTS FOR ALL SUCH ACCOUNTS.

3. A TRADING APPROVAL FORM, ATTACHED AS EXHIBIT B, MUST BE COMPLETED AND SUBMITTED TO THE COMPLIANCE OFFICER FOR APPROVAL PRIOR TO ENTRY OF AN ORDER.

4. AFTER REVIEWING THE PROPOSED TRADE, THE LEVEL OF POTENTIAL INVESTMENT INTEREST ON BEHALF OF CLIENTS IN THE SECURITY IN QUESTION AND THE COMPANIES' RESTRICTED LISTS, THE COMPLIANCE OFFICER SHALL APPROVE (OR DISAPPROVE) A TRADING ORDER ON BEHALF OF AN ACCESS PERSON AS EXPEDITIOUSLY AS POSSIBLE. THE COMPLIANCE OFFICER WILL GENERALLY APPROVE TRANSACTIONS DESCRIBED IN PARAGRAPH (F) ABOVE UNLESS THE SECURITY IN QUESTION OR A RELATED SECURITY IS ON THE RESTRICTED LIST OR THE COMPLIANCE OFFICER BELIEVES FOR ANY OTHER REASON THAT THE ACCESS PERSON ACCOUNT SHOULD NOT TRADE IN SUCH SECURITY AT SUCH TIME.

5. ONCE AN ACCESS PERSON'S TRADING APPROVAL FORM IS APPROVED, THE FORM MUST BE FORWARDED TO THE TRADING DESK (OR, IF A THIRD PARTY BROKER IS PERMITTED, TO THE COMPLIANCE OFFICER) FOR EXECUTION ON THE SAME DAY. IF THE ACCESS PERSON'S TRADING ORDER REQUEST IS NOT APPROVED, OR IS NOT EXECUTED ON THE SAME DAY IT IS APPROVED, THE CLEARANCE LAPSES ALTHOUGH SUCH TRADING ORDER REQUEST MAYBE RESUBMITTED AT A LATER DATE.

6. IN THE ABSENCE OF THE COMPLIANCE OFFICER, AN ACCESS PERSON MAY SUBMIT HIS OR HER TRADING APPROVAL FORM TO THE GENERAL COUNSEL OF GABELLI ASSET MANAGEMENT INC. TRADING APPROVAL FOR THE COMPLIANCE OFFICER MUST BE OBTAINED FROM THE GENERAL COUNSEL, AND TRADING APPROVAL FOR THE GENERAL COUNSEL MUST BE OBTAINED FROM THE COMPLIANCE OFFICER. IN NO CASE WILL THE TRADING DESK ACCEPT AN ORDER FOR AN ACCESS PERSON ACCOUNT UNLESS IT IS ACCOMPANIED BY A SIGNED TRADING APPROVAL FORM.

7. THE COMPLIANCE OFFICER SHALL REVIEW ALL TRADING APPROVAL FORMS, ALL INITIAL, QUARTERLY AND ANNUAL DISCLOSURE CERTIFICATIONS AND THE TRADING ACTIVITIES ON BEHALF OF ALL CLIENT ACCOUNTS WITH A VIEW TO ENSURING THAT ALL COVERED PERSONS ARE COMPLYING WITH THE SPIRIT AS WELL AS THE DETAILED REQUIREMENTS OF THIS CODE. THE COMPLIANCE OFFICER WILL REVIEW ALL TRANSACTIONS IN THE MARKET MAKING ACCOUNTS OF GABELLI & COMPANY, INC. AND THE ERROR ACCOUNTS OF THE COMPANIES AND THE AFFILIATES IN ORDER TO ENSURE THAT SUCH TRANSACTIONS ARE BONA FIDE MARKET MAKING OR ERROR TRANSACTIONS OR ARE CONDUCTED IN ACCORDANCE WITH THE REQUIREMENTS OF THIS ARTICLE II.

III. OTHER INVESTMENT-RELATED RESTRICTIONS

A. GIFTS

No Access Person shall accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of any Client.

B. SERVICE AS A DIRECTOR

No Access Person shall commence service on the Board of Directors of a publicly traded company or any company in which any Client account has an interest without prior authorization from the Compliance Committee based upon a determination that the Board service would not be inconsistent with the interests of the Clients. The Compliance Committee shall include the senior Compliance Officer of Gabelli Asset Management Inc., the general counsel of Gabelli Asset Management Inc. and at least two of the senior executives from among the Companies.

IV. REPORTS AND ADDITIONAL COMPLIANCE PROCEDURES

A. EVERY COVERED PERSON, EXCEPT INDEPENDENT DIRECTORS OF AFFILIATES OF

THE COMPANIES, MUST SUBMIT A REPORT (A FORM OF WHICH IS APPENDED AS EXHIBIT C) CONTAINING THE INFORMATION SET FORTH IN PARAGRAPH (B) BELOW WITH RESPECT TO TRANSACTIONS IN ANY SECURITY IN WHICH SUCH COVERED PERSON HAS OR BY REASON OF SUCH TRANSACTION ACQUIRES, ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP (AS DEFINED IN EXHIBIT D) IN THE SECURITY, AND WITH RESPECT TO ANY ACCOUNT ESTABLISHED BY THE COVERED PERSON IN WHICH ANY SECURITIES WERE HELD FOR THE DIRECT OR INDIRECT BENEFIT OF THE COVERED PERSON; PROVIDED, HOWEVER, THAT:

1. A COVERED PERSON WHO IS REQUIRED TO MAKE REPORTS ONLY BECAUSE HE IS A DIRECTOR OF ONE OF THE FUND CLIENTS AND WHO IS A "DISINTERESTED" DIRECTOR THEREOF NEED NOT MAKE A REPORT WITH RESPECT TO ANY TRANSACTIONS OTHER THAN THOSE WHERE HE KNEW OR SHOULD HAVE KNOWN IN THE COURSE OF HIS DUTIES AS A DIRECTOR THAT ANY FUND CLIENT OF WHICH HE IS A DIRECTOR HAS MADE OR MAKES A PURCHASE OR SALE OF THE SAME OR A RELATED SECURITY WITHIN 15 DAYS BEFORE OR AFTER THE PURCHASE OR SALE OF SUCH SECURITY OR RELATED SECURITY BY SUCH DIRECTOR.

2. A COVERED PERSON NEED NOT MAKE A REPORT WITH RESPECT TO ANY TRANSACTION EFFECTED FOR, AND SECURITIES HELD IN, ANY ACCOUNT OVER WHICH SUCH PERSON DOES NOT HAVE ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL; AND

3. A COVERED PERSON WILL BE DEEMED TO HAVE COMPLIED WITH THE REQUIREMENTS OF THIS ARTICLE IV INSOFAR AS THE COMPLIANCE OFFICER RECEIVES IN A TIMELY FASHION DUPLICATE MONTHLY OR QUARTERLY BROKERAGE STATEMENTS OR TRANSACTION CONFIRMATIONS ON WHICH ALL TRANSACTIONS REQUIRED TO BE REPORTED HEREUNDER ARE DESCRIBED.

B. A COVERED PERSON MUST SUBMIT THE REPORT REQUIRED BY THIS ARTICLE TO THE

COMPLIANCE OFFICER NO LATER THAN 10 DAYS AFTER THE END OF THE CALENDAR QUARTER IN WHICH THE TRANSACTION OR ACCOUNT TO WHICH THE REPORT RELATES WAS EFFECTED OR ESTABLISHED, AND THE REPORT MUST CONTAIN THE DATE THAT THE REPORT IS SUBMITTED.

1. This report must contain the following information with respect to transactions:

A. THE DATE OF THE TRANSACTION, THE TITLE AND NUMBER OF SHARES AND THE PRINCIPAL AMOUNT OF EACH SECURITY INVOLVED;

b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c. The price at which the transaction was effected; and

d. The name of the broker, dealer or bank with or through whom the transaction was effected.

2. This report must contain the following information with respect to accounts established:

A. THE NAME OF THE BROKER, DEALER OR BANK WITH WHOM THE ACCOUNT WAS ESTABLISHED; AND

b. The date the account was established.

C. ANY REPORT SUBMITTED TO COMPLY WITH THE REQUIREMENTS OF THIS ARTICLE
IV MAY

CONTAIN A STATEMENT THAT THE REPORT SHALL NOT BE CONSTRUED AS AN ADMISSION BY THE PERSON MAKING SUCH REPORT THAT HE HAS ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITY TO WHICH THE REPORT RELATES. A PERSON NEED NOT MAKE ANY REPORT UNDER THIS ARTICLE IV WITH RESPECT TO TRANSACTIONS EFFECTED FOR, AND SECURITIES HELD IN, ANY ACCOUNT OVER WHICH THE PERSON HAS NO DIRECT OR INDIRECT INFLUENCE OR CONTROL

D. NO LATER THAN 10 DAYS AFTER BEGINNING EMPLOYMENT WITH ANY OF THE

COMPANIES OR AFFILIATES OR OTHERWISE BECOMING A COVERED PERSON, EACH COVERED PERSON (EXCEPT FOR A "DISINTERESTED" DIRECTOR OF THE FUND CLIENT WHO IS REQUIRED TO SUBMIT REPORTS SOLELY BY REASON OF BEING SUCH A DIRECTOR) MUST SUBMIT A REPORT CONTAINING THE FOLLOWING INFORMATION:

1. THE TITLE, NUMBER OF SHARES AND PRINCIPAL AMOUNT OF EACH SECURITY IN WHICH THE COVERED PERSON HAD ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP WHEN THE PERSON BECAME A COVERED PERSON;

2. The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

3. The date that the report is submitted.

The form of such report is attached as Exhibit E.

E. ANNUALLY EACH COVERED PERSON MUST CERTIFY THAT HE HAS READ AND

UNDERSTOOD THE CODE AND RECOGNIZES THAT HE IS SUBJECT TO SUCH CODE. IN ADDITION, ANNUALLY EACH COVERED PERSON MUST CERTIFY THAT HE HAS DISCLOSED OR REPORTED ALL PERSONAL SECURITIES TRANSACTIONS REQUIRED TO BE DISCLOSED OR REPORTED UNDER THE CODE AND THAT HE IS NOT SUBJECT TO ANY REGULATORY DISABILITY DESCRIBED IN THE ANNUAL CERTIFICATION FORM. FURTHERMORE, EACH COVERED PERSON (EXCEPT FOR A "DISINTERESTED" DIRECTOR OF THE FUND CLIENT WHO IS REQUIRED TO SUBMIT REPORTS SOLELY BY REASON OF BEING SUCH A DIRECTOR) ANNUALLY MUST SUBMIT A REPORT CONTAINING THE

FOLLOWING INFORMATION (WHICH INFORMATION MUST BE CURRENT AS OF A DATE NO
MORE THAN 30 DAYS BEFORE THE REPORT IS SUBMITTED):

1. THE TITLE, NUMBER OF SHARES AND PRINCIPAL AMOUNT OF EACH SECURITY IN WHICH THE COVERED PERSON HAD ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP;

2. The name of any broker, dealer or bank with whom the Covered Person maintains an account in which any Securities are held for the direct or indirect benefit of the Covered Person; and

3. The date that the report is submitted.

THE FORM OF SUCH CERTIFICATION AND REPORT IS ATTACHED AS EXHIBIT F.

F. AT LEAST ANNUALLY (OR QUARTERLY IN THE CASE OF ITEMS 4 AND 5 BELOW),

EACH OF THE COMPANIES THAT HAS A FUND CLIENT OR THAT PROVIDES PRINCIPAL UNDERWRITING SERVICES FOR A FUND CLIENT SHALL, TOGETHER WITH EACH FUND CLIENT, FURNISH A WRITTEN REPORT TO THE BOARD OF DIRECTORS OF THE FUND CLIENT THAT:

1. Describes any issues arising under the Code since the last report.

2. CERTIFIES THAT THE COMPANIES HAVE DEVELOPED PROCEDURES CONCERNING COVERED PERSONS' PERSONAL TRADING ACTIVITIES AND REPORTING REQUIREMENTS RELEVANT TO SUCH FUND CLIENTS THAT ARE REASONABLY NECESSARY TO PREVENT VIOLATIONS OF THE CODE;

3. RECOMMENDS CHANGES, IF ANY, TO THE FUND CLIENTS' OR THE COMPANIES' CODES OF ETHICS OR PROCEDURES;

4. PROVIDES A SUMMARY OF ANY MATERIAL OR SUBSTANTIVE VIOLATIONS OF THIS CODE BY COVERED PERSONS WITH RESPECT TO SUCH FUND CLIENTS WHICH OCCURRED DURING THE PAST QUARTER AND THE NATURE OF ANY REMEDIAL ACTION TAKEN; AND

5. DESCRIBES ANY MATERIAL OR SIGNIFICANT EXCEPTIONS TO ANY PROVISIONS OF THIS CODE OF ETHICS AS DETERMINED UNDER ARTICLE VI BELOW.

G. THE COMPLIANCE OFFICER SHALL NOTIFY EACH EMPLOYEE OF ANY OF THE
COMPANIES OR

AFFILIATES AS TO WHETHER SUCH PERSON IS CONSIDERED TO BE AN ACCESS PERSON OR COVERED PERSON AND SHALL NOTIFY EACH OTHER PERSON THAT IS CONSIDERED TO BE AN ACCESS PERSON OR COVERED PERSON.

V. SANCTIONS

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Board of Directors of the relevant Company or of the relevant Fund Client, whichever is most appropriate under the circumstances, may impose on that person whatever sanctions the Board deems appropriate, including, among other things, disgorgement of profit, censure, suspension or termination of employment. Material violations of requirements of this Code by employees of Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Board of Directors of any relevant Company or Fund Client, as applicable.

VI. EXCEPTIONS

The Compliance Committee of the Companies reserves the right to decide, on a case-by-case basis, exceptions to any provisions under this Code. Any exceptions made hereunder will be maintained in writing by the Compliance Committee and presented to the Board of Directors of any relevant Fund Client at its next scheduled meeting.

VII. PRESERVATION OF DOCUMENTS

This Code, a copy of each report by a Covered Person, any written report made hereunder by the Companies or the Compliance Officer, lists of all persons required to make reports, a list of any exceptions, and the reasons therefor, with respect to Article II.B, and any records under Article II.G with respect to purchases pursuant to Article II.H above, shall be preserved with the records of the relevant Company and any relevant Fund Client for the period required by Rule 17j-1.

VIII. OTHER LAWS, RULES AND STATEMENTS OF POLICY

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Companies, the Affiliates or the Fund Clients.

IX. FURTHER INFORMATION

If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any Securities transaction or transactions, he should consult the Compliance Officer.

EXHIBIT A

LIST OF AFFILIATES OF THE COMPANIES

ALCE Partners, L.P.
Darien Associates LLC
Gabelli Asset Management Inc.
Gabelli Associates Fund
Gabelli Associates Limited
Gabelli Fixed Income Distributors
Gabelli Fixed Income, Inc.
Gabelli Global Partners, L.P.
Gabelli Global Partners, Ltd.
Gabelli International Gold Fund Limited
Gabelli International Limited
Gabelli International II Limited
Gabelli International Securities Limited Gabelli Multimedia Partners, L.P.
Gabelli Performance Partnership L.P.
Gabelli Securities, Inc.
Gemini Capital Management Ltd.
GLI, Inc.
Gabelli Group Capital Partners, Inc. and its subsidiaries Gabelli Global Partners, L.P.
Gabelli Global Partners, Ltd.
Gabelli European Partners, Ltd.
Gabelli Fund, LDC
MJG Associates, Inc.
New Century Capital Partners, L.P.

EXHIBIT B

PRE-CLEARANCE TRADING APPROVAL FORM

I, ______________________________________ (name), am an Access Person or authorized officer thereof and seek pre-clearance to engage in the transaction described below for the benefit of myself or another Access Person:

ACQUISITION OR DISPOSITION (circle one)

NAME OF ACCOUNT: ____________________________________________________

ACCOUNT NUMBER: _____________________________________________________

DATE OF REQUEST: ____________________________________________________

SECURITY: ___________________________________________________________

AMOUNT OR # OF SHARES: ______________________________________________

BROKER: _____________________________________________________________

If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Code of Ethics and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.

SIGNATURE: ___________________________ PRINT NAME:___________________________

APPROVED OR DISAPPROVED(Circle One)

DATE OF APPROVAL: ___________________________

SIGNATURE: __________________________________ PRINT NAME:______________________

If approval is granted, please forward this form to the trading desk (or if a third party broker is permitted, to the Compliance Officer) for immediate execution.

EXHIBIT C

TRANSACTION REPORT

REPORT SUBMITTED BY:

Print Name

This transaction report (the "Report") is submitted pursuant to Section IV (B) of the Code of Ethics of the Companies and supplies information with respect to transactions in any Security in which you may be deemed to have, or by reason of such transaction acquire, any direct or indirect beneficial ownership interest, and with respect to accounts established by you in which any Securities were held for your direct or indirect benefit, for the period specified below. If you were not employed by or affiliated with us during this entire period, amend the dates specified below to cover your period of employment or affiliation.

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

If you have no reportable transactions or new accounts, sign and return this page only. If you have reportable transactions or new accounts, complete, sign and return Page 2 and any attachments.

I HAD NO REPORTABLE SECURITIES TRANSACTIONS OR ACCOUNTS ESTABLISHED DURING THE PERIOD THROUGH . I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.

SIGNATURE____________________________________________________________

POSITION_____________________________________________________________

DATE_________________________________________________________________

                                  TRANSACTIONS
---------------------------------------------------------------------------------------------------------------------------

                            Whether Purchase,
                           Sale, Short Sale or                                        Name of Broker/Dealer
Securities                   Other Type of                                           with or through Whom       Nature of
(Name  AND      Date of      Disposition or       Quantity of      Price per Share       the Transaction       Ownership of
SYMBOL)       TRANSACTION     ACQUISITION         SECURITIES       OR OTHER UNIT         WAS EFFECTED          SECURITIES

                                              NEW ACCOUNTS ESTABLISHED
---------------------------------------------------------------------------------------------------------------------------
NAME OF BROKER, DEALER OR BANK                      ACCOUNT NUMBER                    DATE ACCOUNT ESTABLISHED

* To the extent specified above, I hereby disclaim beneficial ownership of any securities listed in this Report or brokerage statements or transaction confirmations provided by me.

I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT FOR THE PERIOD OF THROUGH .

SIGNATURE _________________________________DATE ____________________________

POSITION __________________________________________________________________

EXHIBIT D

BENEFICIAL OWNERSHIP

For purposes of the attached Code of Ethics, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except the determination of direct or indirect beneficial ownership shall apply to all securities that a Covered Person has or acquires. The term "beneficial ownership" of securities would include not only ownership of securities held be a Covered Person for his own benefit, whether in bearer form or registered in his name or otherwise, but also ownership of securities held for his benefit by others (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he has only a remainder interest), and securities held for his account by pledges, securities owned by a partnership in which he is a member if he may exercise a controlling influence over the purchase, sale of voting of such securities, and securities owned by any corporation or similar entry in which he owns securities if the shareholder is a control-ling shareholder of the entity and has or shares investment control over the entity's portfolio.

Ordinarily, this term would not include securities held by executors or administrators in estates in which a Covered Person is a legatee or beneficiary unless there is a specified legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedent's death.

Securities held in the name of another should be considered as beneficially owned by a Covered Person where such person enjoys "financial benefits substantially equivalent to ownership." The Securities and Exchange Commission has said that, although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. Absent special circumstances such relationship ordinarily results in such person obtaining financial benefits substantially EQUIVALENT TO OWNERSHIP, E.G., application of the income derived from such securities to maintain a common home, or to meet expenses that such person otherwise would meet from other sources, or the ability to exercises a controlling influence over the purchase, sale or voting of such securities.

A Covered Person also may be regarded as the beneficial owner of securities held in the name of another person, if by reason of any contract, understanding, relationship, agreement, or other agreement, he obtains therefrom financial benefits substantially equivalent to those of ownership.

A Covered Person also is regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time.

EXHIBIT E

INITIAL HOLDINGS REPORT

REPORT SUBMITTED BY:_________________________________________________________

Print Name

This initial holdings report (the "Report") is submitted pursuant to Section IV (D) of the Code of Ethics of the Companies and supplies information with respect to any Security in which you may be deemed to have any direct or indirect beneficial ownership interest and any accounts established by you in which any Securities were held for your direct or indirect benefit, as of the date you became subject to the Code of Ethics.

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

If you have no reportable Securities or accounts, sign and return this page only. If you have reportable Securities or accounts, complete, sign and return Page 2 and any attachments.

I HAVE NO REPORTABLE SECURITIES OR ACCOUNTS AS OF ________________________. I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.

SIGNATURE ___________________________________________________________________

POSITION ____________________________________________________________________

DATE ________________________________________________________________________

                               SECURITIES HOLDINGS
-------------------------------------------------------------------------------
                                                          Name of Broker/Dealer Where      Nature of Ownership of
SECURITIES (NAME AND SYMBOL)    QUANTITY OF SECURITIES      SECURITIES ARE HELD                SECURITIES

I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT AS OF __________________________________.

SIGNATURE_________________________________DATE________________________________

POSITION _________________________________

EXHIBIT F

ANNUAL CERTIFICATION OF CODE OF ETHICS

A. I (A COVERED PERSON) HEREBY CERTIFY THAT I HAVE READ AND UNDERSTOOD THE CODE OF ETHICS DATED FEBRUARY 15, 2000, AND RECOGNIZE THAT I AM SUBJECT TO ITS PROVISIONS. IN ADDITION, I HEREBY CERTIFY THAT I HAVE DISCLOSED OR REPORTED ALL PERSONAL SECURITIES TRANSACTIONS REQUIRED TO BE DISCLOSED OR REPORTED UNDER THE CODE OF ETHICS;

B. WITHIN THE LAST TEN YEARS THERE HAVE BEEN NO COMPLAINTS OR DISCIPLINARY ACTIONS FILED AGAINST ME BY ANY REGULATED SECURITIES OR COMMODITIES EXCHANGE, ANY SELF-REGULATORY SECURITIES OR COMMODITIES ORGANIZATION, ANY ATTORNEY GENERAL, OR ANY GOVERNMENTAL OFFICE OR AGENCY REGULATING INSURANCE, SECURITIES, COMMODITIES OR FINANCIAL TRANSACTIONS IN THE UNITED STATES, IN ANY STATE OF THE UNITED STATES, OR IN ANY OTHER COUNTRY;

C. I HAVE NOT WITHIN THE LAST TEN YEARS BEEN CONVICTED OF OR ACKNOWLEDGED COMMISSION OF ANY FELONY OR MISDEMEANOR ARISING OUT OF MY CONDUCT AS AN EMPLOYEE, SALESPERSON, OFFICER, DIRECTOR, INSURANCE AGENT, BROKER, DEALER, UNDERWRITER, INVESTMENT MANAGER OR INVESTMENT ADVISOR; AND

D. I HAVE NOT BEEN DENIED PERMISSION OR OTHERWISE ENJOINED BY ORDER, JUDGMENT OR DECREE OF ANY COURT OF COMPETENT JURISDICTION, REGULATED SECURITIES OR COMMODITIES EXCHANGE, SELF-REGULATORY SECURITIES OR COMMODITIES ORGANIZATION OR OTHER FEDERAL OR STATE REGULATORY AUTHORITY FROM ACTING AS AN INVESTMENT ADVISOR, SECURITIES OR COMMODITIES BROKER OR DEALER, COMMODITY POOL OPERATOR OR TRADING ADVISOR OR AS AN AFFILIATED PERSON OR EMPLOYEE OF ANY INVESTMENT COMPANY, BANK, INSURANCE COMPANY OR COMMODITY BROKER, DEALER, POOL OPERATOR OR TRADING ADVISOR, OR FROM ENGAGING IN OR CONTINUING ANY CONDUCT OR PRACTICE IN CONNECTION WITH ANY SUCH ACTIVITY OR THE PURCHASE OR SALE OF ANY SECURITY.

E. Unless I am exempt from filing an Annual Holdings Report (as a "disinterested" director of a Fund Client or an independent director of an Affiliate), I have attached a completed Annual Holdings Report which is accurate as of a date no more than 30 days ago.

PRINT NAME: __________________________________________________________________

SIGNATURE: ___________________________________________________________________

DATE: ________________________________________________________________________

                                                   SECURITIES HOLDINGS
-----------------------------------------------------------------------------------------------------------------------
                                                                Name of Broker/Dealer Where       Nature of Ownership
SECURITIES (NAME AND SYMBOL)      QUANTITY OF SECURITIES          SECURITIES ARE HELD              OF SECURITIES
----------------------------      ----------------------          -------------------              -------------

SIGNATURE ______________________________DATE__________________________________

POSITION _______________________________