Exhibit 28(a)(2)

SUPPLEMENTAL DECLARATION OF TRUST

TO THE

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

OF

THE GABELLI UTILITIES FUND

SUPPLEMENTAL DECLARATION OF TRUST to the AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of The Gabelli Utilities Fund (the “Trust”) made August 19, 2009 (the “Declaration of Trust”).

WHEREAS, Section 5.3 of the Declaration of Trust gives the Trustees of the Trust exclusive power, without the requirement of shareholder approval, to establish and designate such separate and distinct Classes of Shares of the Trust and to fix and determine the relative rights, terms, conditions and expenses applicable to each Class of Shares, if authorized by a vote of a majority of the Trustees then in office, including the Trustees who are not interested persons of the Trust; and

WHEREAS, at a Regular Meeting the Board of Trustees of the Trust on February 23, 2017, a majority of the Trustees, including the Trustees who are not interested persons of the Trust, approved the preparation and execution of this Supplemental Declaration of Trust establishing and designating a Class of Shares.

NOW THEREFORE, the undersigned, being an authorized person of the Trust, certifies as follows:

Section 1. The Board of Trustees of the Trust at a meeting held on February 23, 2017, adopted resolutions reclassifying unissued shares of beneficial interest of the Trust into a sub-series to be known as The Gabelli Utilities Fund Class T Shares (“Class T Shares”).

Section 2. The Class T Shares and any other classes of beneficial interests of the Trust so designated in the future shall, together with the other sub-series of the Trust known as The Gabelli Utilities Fund Class AAA Shares (“Class AAA Shares”), The Gabelli Utilities Fund Class A Shares (“Class A Shares”), The Gabelli Utilities Fund Class B Shares (“Class B Shares”), The Gabelli Utilities Fund Class C Shares (“Class C Shares”) and The Gabelli Utilities Fund Class I Shares (“Class I Shares”), represent interests in the same portfolio of assets, which assets shall be allocated to each of the foregoing Classes in accordance with subsection (c) of Section 5.4 of the Declaration of Trust in the proportion that the net assets of such Class bears to the net assets of all such Classes and which assets shall be charged with the liabilities of the Trust with respect to each such Class in accordance with subsection (d) of Section 5.4 of the Declaration of Trust. The Class T Shares shall have the same preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as each other Class, all as set forth in the Declaration of Trust, except for the differences set forth in the Declaration of Trust and except as hereinafter set forth:

(1) The dividends and distributions (“Dividends”) per share of the Class T Shares shall be in such amounts as may be declared from time to time by the Board of Trustees, and such

Dividends may vary with respect to the shares of such Class from the Dividends with respect to the shares of such other Classes, to reflect differing allocations of the expenses and liabilities of the Trust among such Classes and any resultant difference among the net asset values per share of such Classes, to such extent and for such purposes as the Board of Trustees may deem appropriate consistent with the Declaration of Trust and this Supplemental Declaration of Trust.

(2) The holders of Class T Shares shall vote as a separate class on any matter submitted to the holders of Class T Shares with respect to which the interest of the Class is different from the interest of one or more of such other Classes. Only the holders of Class T Shares shall vote on any matter submitted to shareholders of the Trust relating solely to such Class.

Section 3. The assets belonging to Class T and the liabilities belonging to Class T shall be based upon the allocations required by the Rule 18f-3 Plan.

Section 4. The method of determining the purchase price and the price, terms and manner of redemption of Class T Shares shall be established by the Trustees in accordance with the provisions of the Declaration of Trust, this Supplemental Declaration of Trust and the Rule 18f-3 Plan and shall be set forth in the prospectus of the Trust with respect to such Class, as amended from time to time, under the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, The Gabelli Utilities Fund has caused this Supplemental Declaration of Trust to be signed in its name and on its behalf on this 20 day of June, 2017 by its President, who acknowledges that this Supplemental Declaration of Trust is the act of The Gabelli Utilities Fund and that to the best of his knowledge, information and belief and under penalties of perjury, all matters and facts contained herein are true in all material respects.

Exhibit 28(e)

AMENDED AND RESTATED

DISTRIBUTION AGREEMENT

FOR

THE GABELLI UTILITIES FUND

AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated June 22, 2017, hereby amends the Distribution Agreement, dated August 1, 2011, between The Gabelli Utilities Fund, a Delaware statutory trust (the “ Fund ”), and G.distributors, LLC, a Delaware limited liability company (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, 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:

2

3

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 harmless 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.

4

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.

5

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.

Exhibit 28(i)(2)

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

June 22, 2017

The Gabelli Utilities Fund

One Corporate Center

Rye, New York 10580

Ladies and Gentlemen:

We have acted as special counsel to The Gabelli Utilities Fund, a statutory trust (the “Trust”) created under the Delaware Statutory Trust Act (the “DSTA”), in connection with the issuance and sale by the Trust of an unlimited amount of the Trust’s Class T common shares of beneficial interest, par value $0.001 per share (the “Shares”).

This opinion is being furnished to you in accordance with the requirements of sub paragraph (i) of Item 28 of Part C of the Form N-1A Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).

In rendering the opinions stated herein, we have examined and relied upon the following:

(i) the notification of registration on Form N-8A (File No. 811-09397) of the Trust (the “1940 Act Notification”) filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act on June 21, 1999;

(ii) a voicemail message from the Commission staff granting exemptive relief pursuant to Securities Act Rule 485(b)(1)(vii) with respect to the registration of the Shares (the “Template Filing Relief”);

(iii) the Registration Statement on Form N-1A (File Nos. 333-81209 and 811-09397) of the Trust relating to the Shares filed with the Commission on April 28, 2017 under the Securities Act and the 1940 Act (“PEA 27”), as amended by Post-Effective Amendment No. 28 on May 11, 2017 and as proposed to be amended by Post-Effective Amendment No. 29 on the date hereof (such Registration Statement, as so amended and proposed to be amended, being hereinafter referred to as the “Registration Statement”), together with the transmittal letter accompanying PEA 27 claiming Template Filing Relief with respect to the effectiveness of PEA 27;

The Gabelli Utilities Fund

June 22, 2017

Page 2

(iv) an executed copy of a certificate of Andrea R. Mango, Secretary of the Trust, dated the date hereof (the “Secretary’s Certificate”);

(v) the form of Amended and Restated Distribution Agreement (the “Distribution Agreement”) proposed to be entered into between the Trust and the Trust’s distributor as named therein (the “Distributor”), filed as an exhibit to the Registration Statement;

(vi) a copy of the Trust’s Certificate of Trust, as certified by the Secretary of State of the State of Delaware as of May 25, 2017 and certified pursuant to the Secretary’s Certificate;

(vii) a copy of the Trust’s Amended and Restated Declaration of Trust, dated May 19, 1999, as supplemented by the Supplemental Declaration of Trust, dated April 29, 2005, as amended and restated on August 19, 2009, as further supplemented by the Supplemental Declaration of Trust, dated June 20, 2017 (the “Declaration”), as certified pursuant to the Secretary’s Certificate;

(viii) a copy of the Trust’s By-Laws, as amended and currently in effect, as certified pursuant to the Secretary’s Certificate; and

(ix) a copy of certain resolutions adopted by the Board of Trustees of the Trust, adopted on February 23, 2017, relating to the creation, issuance and sale of the Shares and related matters, as certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Trust and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Trust and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Trust and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Distribution Agreement.

The Gabelli Utilities Fund

June 22, 2017

Page 3

In making our examination of documents, we have assumed that the parties thereto, other than the Trust, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. We have also assumed that the Distribution Agreement will be executed and delivered in substantially the form reviewed by us and that if a holder of Shares requests a certificate representing such holder’s Shares, such certificate will have been signed manually or by facsimile by an authorized officer of the transfer agent and registrar for the Shares and registered by such transfer agent and registrar.

We do not express any opinion with respect to the laws of any jurisdiction other than the DSTA.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that when (i) the Distribution Agreement has been duly authorized, executed and delivered by the Trust and the other parties thereto; (ii) the Trust has duly accepted investors’ subscriptions for Shares as contemplated by the Distribution Agreement; and (iii) the Shares are registered in the Trust’s share registry and have been delivered upon payment of the consideration therefor determined by the Board of Trustees, the Shares, when issued and sold in accordance with the provisions of the Distribution Agreement, will be duly authorized by all requisite statutory trust action on the part of the Trust under the DSTA, and the Shares will be validly issued, fully paid, and nonassessable provided that the consideration therefor is at least that set forth in the Registration Statement and not less than $0.001 per share, except for the obligation of any holders of Shares to repay any funds wrongfully distributed to them.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading “Counsel” in the statement of additional information forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

T.A.D.

Exhibit 28(m)(4)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

OF

THE GABELLI UTILITIES FUND

WHEREAS, THE GABELLI UTILITIES FUND, a Delaware statutory trust (the “Fund”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);

WHEREAS, the Fund has issued and is authorized to issue common shares of beneficial interest (“Shares”);

WHEREAS, G.distributors, LLC (the “Distributor”) presently serves as the principal distributor of the Shares pursuant to the distribution agreement between the Fund and the Distributor, which distribution agreement has been duly approved by the Board of Trustees of the Fund (the “Board”), in accordance with the requirements of the Act (the “Distribution Agreement”);

WHEREAS, the Fund has established and plans to offer Shares denominated as Class T Shares (the “Class T Shares”), pursuant to Rule 18f-3 under the Act that permits the Fund to implement a multiple distribution system providing investors with the option of purchasing Shares of various classes;

WHEREAS, the Board as a whole, and the trustees who are not interested persons of the Fund (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the “Disinterested Trustees”), have determined, after review of all information and consideration of all pertinent facts reasonably necessary to an informed determination, that it would be desirable to adopt a plan of distribution for the Class T Shares and that, in the exercise of reasonable business judgment and in light of their fiduciary duties, that there is a reasonable likelihood that a plan of distribution containing the terms set forth herein (the “Plan”) will benefit the Fund and the shareholders of the Class T Shares, and have accordingly approved the Plan by votes cast in person at a meeting called for the purpose of voting on the Plan; and

WHEREAS, this Plan governs the Class T Shares and does not relate to any class of Shares which may be offered and sold by the Fund other than the Class T Shares.

NOW, THEREFORE, in consideration of the foregoing, the Fund hereby adopts the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be incurred, by the Distributor pursuant to the Distribution Agreement, the Fund will pay to the Distributor as distribution payments (the “Payments”) in connection with the distribution of Class T Shares an aggregate amount at a rate of .25% per year of the average daily net assets of the Class T Shares. Such Payments shall be accrued daily and paid monthly in arrears or shall be accrued and paid at such other intervals as the Board shall determine. The Fund’s obligation hereunder shall be limited to the assets of the Class T Shares and shall not constitute an obligation of the Fund except out of such assets and shall not constitute an obligation of any shareholder of the Fund.

2. It is understood that the Payments made by the Fund under this Plan will be used by the Distributor for the purpose of financing or assisting in the financing of any activity which is primarily intended to result in the sale of Class T Shares. The scope of the foregoing shall be interpreted by the Board, whose decision shall be conclusive except to the extent it contravenes established legal authority. Without in any way limiting the discretion of the Board, the following activities are hereby declared to be primarily intended to result in the sale of Class T Shares: advertising the Class T Shares or the Fund’s investment adviser’s mutual fund activities; compensating underwriters, dealers, brokers, banks and other selling entities (including the Distributor and its affiliates) and sales and marketing personnel of any of them for sales of Class T Shares, whether in a lump sum or on a continuous, periodic, contingent, deferred or other basis; compensating underwriters, dealers, brokers, banks and other servicing entities and servicing personnel (including the Fund’s investment adviser and its personnel) of any of them for providing services to shareholders of the Fund relating to their investment in the Class T Shares, including assistance in connection with inquiries relating to shareholder accounts; the production and dissemination of prospectuses (including statements of additional information) of the Fund and the preparation, production and dissemination of sales, marketing and shareholder servicing materials; and the ordinary or capital expenses, such as equipment, rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party consultancy or similar expenses relating to any activity for which Payment is authorized by the Board; and the financing of any activity for which Payment is authorized by the Board; and profit to the Distributor and its affiliates arising out of their provision of shareholder services. Notwithstanding the foregoing, this Plan does not require the Distributor or any of its affiliates to perform any specific type or level of distribution activities or shareholder services or to incur any specific level of expenses for activities covered by this Section 2. In addition, Payments made in a particular year shall not be refundable whether or not such Payments exceed the expenses incurred for that year pursuant to this Section 2.

3. The Fund is hereby authorized and directed to enter into appropriate written agreements with the Distributor and each other person to whom the Fund intends to make any Payment, and the Distributor is hereby authorized and directed to enter into appropriate written agreements with each person to whom the Distributor intends to make any payments in the nature of a Payment. The foregoing requirement is not intended to apply to any agreement or arrangement with respect to which the party to whom payment is to be made does not have the purpose set forth in Section 2 above (such as the printer in the case of the printing of a prospectus or a newspaper in the case of an advertisement) unless the Board determines that such an agreement or arrangement should be treated as a “related” agreement for purposes of Rule 12b-1 under the Act.

4. Each agreement required to be in writing by Section 3 must contain the provisions required by Rule 12b-1 under the Act and must be approved by a majority of the Board (“Board Approval”) and by a majority of the Disinterested Trustees (“Disinterested Trustee Approval”), by vote cast in person at a meeting called for the purposes of voting on such agreement. All determinations or authorizations of the Board hereunder shall be made by Board Approval and Disinterested Trustee Approval.

5. The officers, investment adviser or Distributor of the Fund, as appropriate, shall provide to the Board and the Board shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such Payments were made.

6. To the extent any activity is covered by Section 2 and is also an activity which the Fund may pay for on behalf of the Class T Shares without regard to the existence or terms and conditions of a plan of distribution under Rule 12b-1 of the Act, this Plan shall not be construed to prevent or restrict the Fund from paying such amounts outside of this Plan and without limitation hereby and without such payments being included in calculation of Payments subject to the limitation set forth in Section 1.

7. This Plan may not be amended in any material respect without Board Approval and Disinterested Trustee Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the Class T Shares. This Plan may continue in effect for longer than one year after its adoption only as long as such continuance is specifically approved at least annually by Board Approval and by Disinterested Trustee Approval.

8. This Plan may be terminated at any time by a vote of the Disinterested Trustees, cast in person at a meeting called for the purposes of voting on such termination, or by a vote of at least a majority of the Class T Shares.

9. For purposes of this Plan the terms “interested person” and “related agreement” shall have the meanings ascribed to them in the Act and the rules adopted by the Securities and Exchange Commission thereunder and the term “vote of a majority of the Class T Shares” shall mean the vote, at the annual or a special meeting of the holders of the Class T Shares duly called, (a) of 67% or more of the Class T Shares present at such meeting, if the holders of more than 50% of the Class T Shares outstanding on the record date for such meeting are present or represented by proxy or, if less, (b) more than 50% of the Class T Shares outstanding on the record date for such meeting.

Dated: February 23, 2017

Exhibit 28(n)

SECOND AMENDED AND RESTATED RULE 18F-3 PLAN

MULTI-CLASS PLAN

FOR

THE GABELLI UTILITIES FUND

This Multi-Class Plan (the “Multi-Class Plan”) is adopted pursuant to Rule 18f-3 under the Act to provide for the issuance and distribution of multiple classes of shares by the Fund in accordance with the terms, procedures and conditions set forth below. A majority of the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund within the meaning of the Act, have found this Multi-Class Plan, including the expense allocations, to be in the best interest of the Fund and each Class of Shares constituting the Fund.

1. THE ACT — the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

2. CDSC — contingent deferred sales charge.

3. CDSC PERIOD — the period of time following acquisition during which Shares are assessed a CDSC upon redemption.

4. CLASS—a class of Shares of the Fund.

5. CLASS A SHARES — shall have the meaning ascribed in Section 2.1.

6. CLASS C SHARES — shall have the meaning ascribed in Section 2.2.

7. CLASS AAA SHARES — shall have the meaning ascribed in Section 2.3.

8. CLASS I SHARES — shall have the meaning ascribed in Section 2.4.

9. CLASS T SHARES — shall have the meaning ascribed in Section 2.5

10. DISTRIBUTION EXPENSES — expenses, including allocable overhead costs, imputed interest any other expenses and any element of profit referred to in a Plan of Distribution and/or board resolutions, incurred in activities which are primarily intended to result in the distribution and sale of Shares.

11. DISTRIBUTION FEE — a fee paid by the Fund in respect of the asset of a Class of the Fund to the Distributor pursuant to the Plan of Distribution relating to the Class.

12. DISTRIBUTOR — G.distributors, LLC.

13. FINRA – Financial Industry Regulatory Authority, Inc.

14. FUND—The Gabelli Utilities Fund.

15. IRS—Internal Revenue Service.

16. PLAN OF DISTRIBUTION — any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee.

17. PROSPECTUS—the prospectus, including the statement of additional information incorporated by reference therein, covering the Shares of the referenced Class or Classes of the Fund.

18. SEC—Securities and Exchange Commission.

19. SERVICE FEE — a fee paid to financial intermediaries, including the Distributor and its affiliates, for the ongoing provision of personal services to shareholders of a Class and/or the maintenance of shareholder accounts relating to a Class.

20. SHARE—a share in the Fund.

21. TRUSTEES — the trustees of the Fund.

1. CLASS A SHARES. Class A Shares means The Gabelli Utilities Fund Class A Shares designated by the Declaration of Trust and adopted by the Trustees. Class A Shares shall be offered at net asset value plus a front-end sales charge set forth in the Prospectus from time to time, which may be reduced or eliminated in any manner not prohibited by the Act or FINRA as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing may be subject to a CDSC for the CDSC Period set forth in Section 4.1. The offering price of Class A Shares subject to a front-end sales charge shall be computed in accordance with the Act. Class A Shares shall be subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus.

2. CLASS C SHARES. Class C Shares means The Gabelli Utilities Fund Class C Shares designated by the Declaration of Trust and adopted by the Trustees. Class C Shares shall be (1) offered at net asset value, (2) sold without a front-end sales charge, (3) subject to a CDSC for the CDSC Period set forth in Section 4.1. and (4) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus.

3. CLASS AAA SHARES. Class AAA Shares means The Gabelli Utilities Fund Class AAA Shares designated by the Declaration of Trust and adopted by the Trustees. Class AAA Shares shall be (1) offered at net asset value, (2) sold without a front end sales charge or CDSC, (3) offered to investors acquiring Shares directly from the Distributor or from a financial intermediary with whom the Distributor has entered into an agreement expressly authorizing the sale by such intermediary of Class AAA Shares and (4) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus.

4. CLASS I SHARES. Class I Shares means The Gabelli Utilities Fund Class I Shares designated by the Declaration of Trust and adopted by the Trustees. Class I Shares shall be (1) offered at net asset value, (2) sold without a front-end sales load or CDSC, (3) offered to investors acquiring Shares directly from the Distributor or from a financial intermediary with whom the Distributor has entered into an agreement expressly authorizing the sale by such intermediary of Class I Shares and whose initial investment is not less than the initial minimum amount (if any) set forth in the Prospectus from time to time and (4) not subject to ongoing Distribution Fees and Service Fees.

5. CLASS T SHARES. Class T Shares means The Gabelli Utilities Fund Class T Shares designated by the Declaration of Trust and adopted by the Trustees. Class T Shares shall be (1) offered at net asset value plus a front-end sales charge set forth in the Prospectus from time to time, which may be reduced or eliminated in any manner not prohibited by the Act or FINRA as set forth in the Prospectus, (2) sold without a CDSC, (3) offered only to investors who are investing through an authorized third party, such as a broker-dealer or financial intermediary, that has entered into a selling agreement with the Fund’s Distributor expressly authorizing the sale by such intermediary of Class T Shares and (4) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus. The offering of Class T Shares subject to a front-end sales charge shall be computed in accordance with the Act.

1. CDSC PERIOD. The CDSC Period for Class A Shares and Class C Shares shall be up to twenty-four months plus any portion of the month during which payment for such Shares was received. The CDSC Period for any Class may from time to time be reduced on subsequent and/or prior sales and, if reduced, may subsequently be increased on subsequent sales to not more than the number of months specified above for that Class.

2. CDSC RATE. The CDSC rate shall be recommended by the Distributor and approved by the Trustees. If a CDSC is imposed for a period greater than thirteen months in each succeeding twelve months of the CDSC Period after the first twelve months (plus any initial partial month) the CDSC rate must be less than or equal to the CDSC rate in the preceding twelve months (plus any initial partial month).

3. DISCLOSURE AND CHANGES. The CDSC rates and CDSC Period shall be disclosed in the Prospectus and may be decreased at the discretion of the Distributor but may not be increased beyond the amount set forth herein unless approved by the Trustees. Increases made after a previous decrease shall not be applied to any Shares sold prior to such increase.

4. METHOD OF CALCULATION. The CDSC shall be assessed on an amount equal to the lesser of the then current net asset value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Class A Shares and Class C Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be as determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

5. WAIVER. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares of any Class under circumstances previously approved by the Trustees and disclosed in the Prospectus and as allowed under Rule 6c-10 under the Act.

6. CALCULATION OF OFFERING PRICE. The offering price of Shares of any Class subject to a CDSC shall be computed in accordance with Rule 22c-1 under the Act and Section 22(d) of the Act and the rules and regulations thereunder.

7. RETENTION BY DISTRIBUTOR. The CDSC paid with respect to Shares of any Class may be retained by the Distributor to reimburse the Distributor for commissions paid by it in connection with the sale of Shares subject to a CDSC and for Distribution Expenses.

1. LIABILITIES AND EXPENSES APPLICABLE TO A PARTICULAR CLASS. Each Class shall pay any Distribution Fee and Service Fee applicable to that Class. Other expenses applicable to any of the foregoing Classes such as incremental transfer agency fees, but not including advisory or custodial fees or other expenses related to the management of the Fund’s assets, shall be allocated among such Classes in different amounts in accordance with the terms of each such Class if they are actually incurred in different amounts by such Classes or if such Classes receive services of a different kind or to a different degree than other Classes.

2. INCOME, LOSSES, CAPITAL GAINS AND LOSSES, AND LIABILITIES AND OTHER EXPENSES APPLICABLE TO ALL CLASSES. Income, losses, realized and unrealized capital gains and losses, and any liabilities and expenses not applicable to any particular Class shall be allocated to each Class on the basis of the net asset value of that Class in relation to the net asset value of the Fund.

3. DETERMINATION OF NATURE OF ITEMS. The Trustees shall determine in their sole discretion whether any liability, expense, income, gains or loss other than those listed herein is properly treated as attributed in whole or in part to a particular Class or all Classes.

1. Shareholders of each Class shall have exclusive voting rights on any matter submitted to them that relates solely to that Class.

2. Shareholders shall have separate voting rights on any matter submitted to shareholders with respect to which the interest of one Class differs from the interests of any other Class.

Dated: February 23, 2017