N-CSR 1 gut_ncsr1208.txt GABELLI GUT 12-31-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-09243 The Gabelli Utility Trust (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 (Name and address of agent for service) registrant's telephone number, including area code: 1-800-422-3554 Date of fiscal year end: December 31 Date of reporting period: December 31, 2008 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. (THE GABELLI UTILITY TRUST LOGO) THE GABELLI UTILITY TRUST Annual Report December 31, 2008 TO OUR SHAREHOLDERS, The Sarbanes-Oxley Act requires a fund's principal executive and financial officers to certify the entire contents of the semi-annual and annual shareholder reports in a filing with the Securities and Exchange Commission on Form N-CSR. This certification would cover the portfolio manager's commentary and subjective opinions if they are attached to or a part of the financial statements. Many of these comments and opinions would be difficult or impossible to certify. Because we do not want our portfolio managers to eliminate their opinions and/or restrict their commentary to historical facts, we have separated their commentary from the financial statements and investment portfolio and have sent it to you separately. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com. Enclosed are the audited financial statements and the investment portfolio as of December 31, 2008. COMPARATIVE RESULTS AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 2008 (a)

Since Inception Quarter 1 Year 3 Year 5 Year (07/09/99) ------- ------- ------ ------ ---------- GABELLI UTILITY TRUST NAV TOTAL RETURN (b) ......... (12.95)% (30.34)% (0.59)% 4.19% 5.73% INVESTMENT TOTAL RETURN (c) .. (33.18) (31.81) (6.35) (1.50) 5.81 S&P 500 Index ................... (21.95) (36.99) (8.36) (2.19) (2.83) S&P 500 Utilities Index ......... (10.92) (28.98) 0.85 8.29 2.71 Lipper Utility Fund Average ..... (13.43) (33.52) (0.19) 6.89 2.31

(a) RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURNS AND THE PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE. WHEN SHARES ARE SOLD, THEY MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA PRESENTED. VISIT WWW.GABELLI.COM FOR PERFORMANCE INFORMATION AS OF THE MOST RECENT MONTH END. PERFORMANCE RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES, AND EXPENSES OF THE FUND BEFORE INVESTING. THE STANDARD & POOR'S ("S&P") 500 INDEX IS AN UNMANAGED INDICATOR OF STOCK MARKET PERFORMANCE. THE S&P 500 UTILITIES INDEX IS AN UNMANAGED INDICATOR OF ELECTRIC AND GAS UTILITY STOCK PERFORMANCE. THE LIPPER UTILITY FUND AVERAGE REFLECTS THE AVERAGE PERFORMANCE OF OPEN-END MUTUAL FUNDS CLASSIFIED IN THIS PARTICULAR CATEGORY. DIVIDENDS ARE CONSIDERED REINVESTED. YOU CANNOT INVEST DIRECTLY IN AN INDEX. (b) TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN THE NET ASSET VALUE ("NAV") PER SHARE, REINVESTMENT OF DISTRIBUTIONS AT NAV ON THE EX-DIVIDEND DATE, AND ADJUSTMENTS FOR RIGHTS OFFERINGS AND ARE NET OF EXPENSES. SINCE INCEPTION RETURN IS BASED ON AN INITIAL NAV OF $7.50. (c) TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN CLOSING MARKET VALUES ON THE NEW YORK STOCK EXCHANGE, REINVESTMENT OF DISTRIBUTIONS, AND ADJUSTMENTS FOR RIGHTS OFFERINGS. SINCE INCEPTION RETURN IS BASED ON AN INITIAL OFFERING PRICE OF $7.50. Sincerely yours, /s/ Bruce N. Alpert Bruce N. Alpert President February 20, 2009 THE GABELLI UTILITY TRUST SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED) The following table presents portfolio holdings as a percent of total investments as of December 31, 2008: Energy and Utilities: Electric Integrated ....................... 48.0% Energy and Utilities: Electric Transmission and Distribution ....................... 8.4% U.S. Government Obligations ..................................... 6.9% Energy and Utilities: Natural Gas Utilities ..................... 6.7% Energy and Utilities: Natural Gas Integrated .................... 5.5% Telecommunications .............................................. 4.3% Energy and Utilities: Global Utilities .......................... 4.1% Energy and Utilities: Water ..................................... 3.4% Cable and Satellite ............................................. 2.7% Wireless Communications ......................................... 2.4% Energy and Utilities: Merchant Energy ........................... 1.5% Entertainment ................................................... 1.5% Energy and Utilities: Natural Resources ......................... 1.2% Diversified Industrial .......................................... 1.1% Communications Equipment ........................................ 0.6% Independent Power Producers and Energy Traders .................. 0.5% Energy and Utilities: Services .................................. 0.4% Energy and Utilities: Alternative Energy ........................ 0.3% Transportation .................................................. 0.2% Aerospace ....................................................... 0.2% Automotive: Parts and Accessories ............................... 0.1% Real Estate ..................................................... 0.0% Equipment and Supplies .......................................... 0.0% Environmental Services .......................................... 0.0% Agriculture ..................................................... 0.0% Publishing ...................................................... 0.0% ----- 100.0% ===== THE GABELLI UTILITY TRUST (THE "FUND") FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q, THE LAST OF WHICH WAS FILED FOR THE QUARTER ENDED SEPTEMBER 30, 2008. SHAREHOLDERS MAY OBTAIN THIS INFORMATION AT WWW.GABELLI.COM OR BY CALLING THE FUND AT 800-GABELLI (800-422-3554). THE FUND'S FORM N-Q IS AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV AND MAY ALSO BE REVIEWED AND COPIED AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330. PROXY VOTING The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. A description of the Fund's proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC's website at www.sec.gov. 2 THE GABELLI UTILITY TRUST SCHEDULE OF INVESTMENTS DECEMBER 31, 2008

SHARES COST MARKET VALUE ------------ ------------ ------------ COMMON STOCKS -- 92.4% ENERGY AND UTILITIES -- 80.5% ENERGY AND UTILITIES: ALTERNATIVE ENERGY -- 0.3% 20,000 Ormat Industries Ltd. ............................ $ 270,792 $ 123,908 12,500 Ormat Technologies Inc. .......................... 273,994 398,375 ------------ ------------ 544,786 522,283 ------------ ------------ ENERGY AND UTILITIES: ELECTRIC INTEGRATED -- 48.0% 248,000 Allegheny Energy Inc. ............................ 7,414,609 8,397,280 23,000 ALLETE Inc. ...................................... 728,776 742,210 75,000 Alliant Energy Corp. ............................. 1,824,382 2,188,500 10,000 Ameren Corp. ..................................... 437,020 332,600 80,000 American Electric Power Co. Inc. ................. 2,629,105 2,662,400 10,000 Avista Corp. ..................................... 199,636 193,800 35,000 Black Hills Corp. ................................ 1,060,967 943,600 26,000 Central Vermont Public Service Corp. ............. 482,572 620,360 30,000 Cleco Corp. ...................................... 570,612 684,900 145,000 CMS Energy Corp. ................................. 1,578,888 1,464,500 150,000 Constellation Energy Group Inc. .................. 6,351,705 3,763,500 33,000 Dominion Resources Inc. .......................... 1,479,621 1,182,720 160,000 DPL Inc. ......................................... 3,365,523 3,654,400 24,000 DTE Energy Co. ................................... 978,366 856,080 190,000 Duke Energy Corp. ................................ 3,660,932 2,851,900 90,000 Edison International ............................. 3,861,403 2,890,800 191,000 El Paso Electric Co.+ ............................ 3,457,404 3,455,190 3,000 Entergy Corp. .................................... 84,249 249,390 51,000 FirstEnergy Corp. ................................ 2,118,209 2,477,580 137,000 Florida Public Utilities Co. ..................... 1,196,633 1,439,870 95,000 FPL Group Inc. ................................... 4,094,308 4,781,350 254,080 Great Plains Energy Inc. ......................... 7,102,493 4,911,366 55,000 Hawaiian Electric Industries Inc. ................ 1,433,833 1,217,700 92,000 Integrys Energy Group Inc. ....................... 4,632,153 3,954,160 61,000 Maine & Maritimes Corp. .......................... 1,926,684 2,369,850 66,000 MGE Energy Inc. .................................. 1,951,270 2,178,000 48,000 NiSource Inc. .................................... 1,020,001 526,560 115,000 NorthWestern Corp. ............................... 3,513,948 2,699,050 35,000 NV Energy Inc. ................................... 312,248 346,150 100,000 OGE Energy Corp. ................................. 2,406,346 2,578,000 24,000 Otter Tail Corp. ................................. 637,145 559,920 48,000 PG&E Corp. ....................................... 1,280,160 1,858,080 80,000 PNM Resources Inc. ............................... 962,013 806,400 100,000 Progress Energy Inc. ............................. 4,383,880 3,985,000 40,000 Progress Energy Inc., CVO+ (a) ................... 20,800 13,200 38,000 Public Service Enterprise Group Inc. ............. 996,629 1,108,460 60,000 Puget Energy Inc. ................................ 1,483,471 1,636,200 60,500 SCANA Corp. ...................................... 1,918,305 2,153,800 104,000 TECO Energy Inc. ................................. 1,549,027 1,284,400 22,000 The Empire District Electric Co. ................. 470,075 387,200 150,000 Unisource Energy Corp. ........................... 4,583,635 4,404,000 35,000 Unitil Corp. ..................................... 926,911 722,750 47,000 Vectren Corp. .................................... 1,162,166 1,175,470 260,000 Westar Energy Inc. ............................... 5,973,605 5,332,600 90,000 Wisconsin Energy Corp. ........................... 3,273,387 3,778,200 195,000 Xcel Energy Inc. ................................. 3,384,476 3,617,250 ------------ ------------ 104,879,581 99,436,696 ------------ ------------

SHARES COST MARKET VALUE ------------ ------------ ------------ ENERGY AND UTILITIES: ELECTRIC TRANSMISSION AND DISTRIBUTION -- 8.4% 243 Brookfield Infrastructure Partners LP ............ $ 5,103 $ 2,722 50,000 CH Energy Group Inc. ............................. 2,261,677 2,569,500 60,000 Consolidated Edison Inc. ......................... 2,710,620 2,335,800 135,000 Northeast Utilities .............................. 2,670,943 3,248,100 215,000 NSTAR ............................................ 5,293,459 7,845,350 22,500 Pepco Holdings Inc. .............................. 449,918 399,600 36,666 UIL Holdings Corp. ............................... 966,693 1,101,080 ------------ ------------ 14,358,413 17,502,152 ------------ ------------ ENERGY AND UTILITIES: GLOBAL UTILITIES -- 4.1% 1,500 Areva SA ......................................... 613,197 729,775 8,000 Chubu Electric Power Co. Inc. ................................ 189,551 241,368 40,000 Electric Power Development Co. Ltd. .......................... 1,440,584 1,548,814 35,000 Endesa SA ........................................ 1,401,480 1,391,437 200,000 Enel SpA ......................................... 1,531,070 1,257,298 300,000 Hera SpA ......................................... 433,286 638,032 8,000 Hokkaido Electric Power Co. Inc. ................................ 156,870 200,772 8,000 Hokuriku Electric Power Co. ..................................... 146,449 225,041 3,500 Huaneng Power International Inc., ADR ....................... 135,552 102,130 35,000 Korea Electric Power Corp., ADR .............................. 565,727 406,350 8,000 Kyushu Electric Power Co. Inc. ................................ 167,818 210,921 2,000 Niko Resources Ltd. .............................. 113,769 68,838 8,000 Shikoku Electric Power Co. Inc. ................................ 155,987 267,402 8,000 The Chugoku Electric Power Co. Inc. ................................ 150,761 209,156 8,000 The Kansai Electric Power Co. Inc. ................................ 158,472 229,454 8,000 The Tokyo Electric Power Co. Inc. ................................ 191,450 264,755 15,000 Tohoku Electric Power Co. Inc. ................................ 284,854 402,923 ------------ ------------ 7,836,877 8,394,466 ------------ ------------ ENERGY AND UTILITIES: MERCHANT ENERGY -- 1.5% 35,810 Dynegy Inc., Cl. A+ .............................. 175,000 71,620 8,130 Mirant Corp.+ .................................... 37,373 153,413 300,000 Mirant Corp. Escrow+ (a) ......................... 0 0 360,000 The AES Corp.+ ................................... 4,543,301 2,966,400 ------------ ------------ 4,755,674 3,191,433 ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS INTEGRATED -- 4.9% 205,000 El Paso Corp. .................................... 1,911,984 1,605,150 1,000 Energen Corp. .................................... 66,090 29,330 130,000 National Fuel Gas Co. ............................ 4,434,268 4,072,900 100,000 ONEOK Inc. ....................................... 2,674,346 2,912,000 120,000 Southern Union Co. ............................... 2,059,886 1,564,800 ------------ ------------ 11,146,574 10,184,180 ------------ ------------

See accompanying notes to financial statements. 3 THE GABELLI UTILITY TRUST SCHEDULE OF INVESTMENTS (CONTINUED) DECEMBER 31, 2008

SHARES COST MARKET VALUE ------------ ------------ ------------ COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES (CONTINUED) ENERGY AND UTILITIES: NATURAL GAS UTILITIES -- 6.7% 26,000 AGL Resources Inc. ............................... $ 643,173 $ 815,100 50,000 Atmos Energy Corp. ............................... 1,241,257 1,185,000 10,000 Chesapeake Utilities Corp. ....................... 224,112 314,800 10,000 Corning Natural Gas Corp.+ ....................... 157,501 150,000 30,000 Delta Natural Gas Co. Inc. ....................... 502,057 727,500 11,445 GDF Suez+ ........................................ 387,206 572,568 11,445 GDF Suez, Strips+ ................................ 0 16 90,000 Nicor Inc. ....................................... 3,094,431 3,126,600 35,000 Piedmont Natural Gas Co. Inc. .................... 553,257 1,108,450 6,000 RGC Resources Inc. ............................... 128,344 153,000 150,000 Southwest Gas Corp. .............................. 4,133,813 3,783,000 120,000 Spectra Energy Corp. ............................. 3,280,847 1,888,800 ------------ ------------ 14,345,998 13,824,834 ------------ ------------ ENERGY AND UTILITIES: NATURAL RESOURCES -- 1.2% 4,000 Anadarko Petroleum Corp. ......................... 141,060 154,200 38,000 Compania de Minas Buenaventura SA, ADR ............................. 423,453 756,960 16,000 Exxon Mobil Corp. ................................ 926,773 1,277,280 3,000 Peabody Energy Corp. ............................. 112,745 68,250 4,000 Royal Dutch Shell plc, Cl. A, ADR ................ 237,320 211,760 ------------ ------------ 1,841,351 2,468,450 ------------ ------------ ENERGY AND UTILITIES: SERVICES -- 0.4% 50,000 ABB Ltd., ADR .................................... 546,150 750,500 9,000 Renegy Holdings Inc.+ ............................ 109,212 2,970 2,000 Tenaris SA, ADR .................................. 107,290 41,960 ------------ ------------ 762,652 795,430 ------------ ------------ ENERGY AND UTILITIES: WATER -- 3.4% 14,000 American States Water Co. ........................ 312,701 461,720 30,000 American Water Works Co. Inc. ................................... 645,000 626,400 21,833 Aqua America Inc. ................................ 221,008 449,541 24,750 Artesian Resources Corp., Cl. A .................. 257,250 391,545 20,000 California Water Service Group ................... 555,152 928,600 7,500 Connecticut Water Service Inc. ................... 146,455 177,075 51,333 Middlesex Water Co. .............................. 801,882 884,468 33,000 Pennichuck Corp. ................................. 680,437 677,490 80,000 SJW Corp. ........................................ 1,482,532 2,395,200 8,101 Southwest Water Co. .............................. 52,047 26,085 9,000 York Water Co. ................................... 108,269 109,260 ------------ ------------ 5,262,733 7,127,384 ------------ ------------ DIVERSIFIED INDUSTRIAL -- 1.1% 2,400 Alstom SA ........................................ 257,615 140,050 5,000 Bouygues SA ...................................... 379,559 209,897 14,000 Cooper Industries Ltd., Cl. A .................... 430,273 409,220 100,000 General Electric Co. ............................. 3,150,379 1,620,000 ------------ ------------ 4,217,826 2,379,167 ------------ ------------ EQUIPMENT AND SUPPLIES -- 0.0% 50,000 Capstone Turbine Corp.+ .......................... 83,080 42,000 2,000 Mueller Industries Inc. .......................... 88,019 50,160 ------------ ------------ 171,099 92,160 ------------ ------------

SHARES/ UNITS COST MARKET VALUE ------------ ------------ ------------ ENVIRONMENTAL SERVICES -- 0.0% 3,000 Suez Environnement SA+ ........................... $ 0 $ 51,293 ------------ ------------ INDEPENDENT POWER PRODUCERS AND ENERGY TRADERS -- 0.5% 40,000 NRG Energy Inc.+ ................................. 966,620 933,200 ------------ ------------ TOTAL ENERGY AND UTILITIES ................................. 171,090,184 166,903,128 ------------ ------------ COMMUNICATIONS -- 9.9% CABLE AND SATELLITE -- 2.7% 100,000 Cablevision Systems Corp., Cl. A ......................................... 2,566,292 1,684,000 5,000 Cogeco Cable Inc. ................................ 105,008 139,773 20,000 Cogeco Inc. ...................................... 389,461 403,402 50,000 DISH Network Corp., Cl. A+ ....................... 1,279,475 554,500 10,000 EchoStar Corp., Cl. A+ ........................... 280,860 148,700 35,000 Liberty Global Inc., Cl. A+ ...................... 739,454 557,200 20,000 Liberty Global Inc., Cl. C+ ...................... 421,966 303,600 8,000 Rogers Communications Inc., Cl. B ................ 119,139 240,640 65,000 The DIRECTV Group Inc.+ .......................... 1,080,493 1,489,150 2,112 Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS SA ............................ 20,761 10,892 ------------ ------------ 7,002,909 5,531,857 ------------ ------------ COMMUNICATIONS EQUIPMENT -- 0.6% 3,000 QUALCOMM Inc. .................................... 115,589 107,490 260,000 The Furukawa Electric Co. Ltd. ................... 1,199,164 1,230,447 ------------ ------------ 1,314,753 1,337,937 ------------ ------------ TELECOMMUNICATIONS -- 4.3% 45,000 AT&T Inc. ........................................ 1,183,996 1,282,500 4,350 Bell Aliant Regional Communications Income Fund (a)(b) ............. 117,218 82,983 30,000 BT Group plc, ADR ................................ 1,026,589 599,400 2,000 CenturyTel Inc. .................................. 77,820 54,660 230,000 Cincinnati Bell Inc.+ ............................ 1,028,373 443,900 2,000 Comstar United Telesystems OJSC, GDR+ ............ 13,882 7,900 20,000 D&E Communications Inc. .......................... 190,498 134,000 60,000 Deutsche Telekom AG, ADR ......................... 1,028,897 918,000 2,000 France Telecom SA, ADR ........................... 22,799 56,140 10,000 Frontier Communications Corp. .................... 136,800 87,400 200 Hutchison Telecommunications International Ltd. ............................ 163 54 500 Mobistar SA ...................................... 41,057 35,891 200 Nippon Telegraph & Telephone Corp. ............... 929,640 1,032,543 15,000 Portugal Telecom SGPS SA ......................... 210,165 126,564 200 PT Indosat Tbk ................................... 128 105 500 Rostelecom, ADR .................................. 32,190 27,740 500 Sistema JSFC, GDR ................................ 17,384 2,750 1,200 Tele2 AB, Cl. B .................................. 14,604 10,470 5,000 Telecom Italia SpA, ADR .......................... 147,227 81,250 40,000 Touch America Holdings Inc.+ (a) ................. 38,488 0 115,000 Verizon Communications Inc. ...................... 4,291,018 3,898,500 ------------ ------------ 10,548,936 8,882,750 ------------ ------------

See accompanying notes to financial statements. 4 THE GABELLI UTILITY TRUST SCHEDULE OF INVESTMENTS (CONTINUED) DECEMBER 31, 2008

SHARES COST MARKET VALUE ------------ ------------ ------------ COMMON STOCKS (CONTINUED) COMMUNICATIONS (CONTINUED) WIRELESS COMMUNICATIONS -- 2.3% 600 America Movil SAB de CV, Cl. L, ADR .............. $ 9,424 $ 18,594 2,000 China Mobile Ltd., ADR ........................... 33,988 101,700 2,000 China Unicom Hong Kong Ltd., ADR ................. 16,278 24,400 3,000 Millicom International Cellular SA ............... 241,214 134,730 4,500 Mobile TeleSystems OJSC, ADR ..................... 175,074 120,060 171 MobileOne Ltd. ................................... 210 176 1,200 NTT DoCoMo Inc. .................................. 1,732,443 2,335,135 600 SK Telecom Co. Ltd., ADR ......................... 12,374 10,908 200 SmarTone Telecommunications Holdings Ltd. ........ 207 148 16,000 Turkcell Iletisim Hizmet A/S, ADR ................ 296,552 233,280 30,000 United States Cellular Corp.+ .................... 1,429,970 1,297,200 70,000 Vimpel-Communications, ADR ....................... 689,630 501,200 ------------ ------------ 4,637,364 4,777,531 ------------ ------------ TOTAL COMMUNICATIONS ............................. 23,503,962 20,530,075 ------------ ------------ OTHER -- 2.0% AEROSPACE -- 0.2% 75,000 Rolls-Royce Group plc+ ........................... 555,067 361,775 3,718,000 Rolls-Royce Group plc, Cl. C+ .................... 5,797 5,346 ------------ ------------ 560,864 367,121 ------------ ------------ AGRICULTURE -- 0.0% 2,000 Cadiz Inc.+ ...................................... 23,688 25,020 ------------ ------------ AUTOMOTIVE: PARTS AND ACCESSORIES -- 0.1% 1,000 BERU AG .......................................... 106,092 102,863 ------------ ------------ ENTERTAINMENT -- 1.5% 100,000 Time Warner Inc. ................................. 1,772,862 1,006,000 66,000 Vivendi .......................................... 2,470,489 2,134,404 ------------ ------------ 4,243,351 3,140,404 ------------ ------------ PUBLISHING -- 0.0% 8,000 Idearc Inc. ...................................... 29,814 680 ------------ ------------ REAL ESTATE -- 0.0% 6,075 Brookfield Asset Management Inc., Cl. A .......... 65,353 92,765 ------------ ------------ TRANSPORTATION -- 0.2% 12,000 GATX Corp. ....................................... 366,013 371,640 ------------ ------------ TOTAL OTHER ...................................... 5,395,175 4,100,493 ------------ ------------ TOTAL COMMON STOCKS .............................. 199,989,321 191,533,696 ------------ ------------ CONVERTIBLE PREFERRED STOCKS -- 0.6% ENERGY AND UTILITIES -- 0.6% ENERGY AND UTILITIES: NATURAL GAS INTEGRATED -- 0.6% 2,000 El Paso Corp., 4.990% Cv. Pfd. (b) ............... 1,945,987 1,278,060 ------------ ------------ WARRANTS -- 0.1% ENERGY AND UTILITIES -- 0.0% ENERGY AND UTILITIES: MERCHANT ENERGY -- 0.0% 26,107 Mirant Corp., Ser. A, expire 01/03/11+ ........... 51,616 91,374 ------------ ------------

SHARES COST MARKET VALUE ------------ ------------ ------------ ENERGY AND UTILITIES: NATURAL GAS UTILITIES -- 0.0% 3,000 Corning Natural Gas Corp., expire 08/17/11+ ...... $ 0 $ 3,000 ------------ ------------ TOTAL ENERGY AND UTILITIES ....................... 51,616 94,374 ------------ ------------ COMMUNICATIONS -- 0.1% WIRELESS COMMUNICATIONS -- 0.1% 2,000 Bharti Airtel Ltd., expire 09/19/13+ (b) ......... 31,889 29,382 6,000 Bharti Airtel Ltd., expire 12/15/16+ (b) ......... 132,281 88,141 ------------ ------------ 164,170 117,523 ------------ ------------ TOTAL COMMUNICATIONS ............................. 164,170 117,523 ------------ ------------ TOTAL WARRANTS ................................... 215,786 211,897 ------------ ------------

PRINCIPAL AMOUNT ------------ CORPORATE BONDS -- 0.0% COMMUNICATIONS -- 0.0% TELECOMMUNICATIONS -- 0.0% $ 100,000 Williams Communications Group Inc., Escrow, 10.875%, 10/01/09+ (a) ........................ 0 0 ------------ ------------ U.S. GOVERNMENT OBLIGATIONS -- 6.9% U.S. TREASURY BILLS -- 2.5% 5,091,000 U.S. Treasury Bills, 0.122% to 1.924%++, 01/02/09 to 06/18/09 .......................... 5,086,308 5,086,311 ------------ ------------ U.S. TREASURY NOTES -- 4.4% 9,025,000 4.500%, 04/30/09 ................................. 9,122,858 9,155,447 ------------ ------------ TOTAL U.S. GOVERNMENT OBLIGATIONS ................ 14,209,166 14,241,758 ------------ ------------ TOTAL INVESTMENTS -- 100% ....................................... $216,360,260 207,265,411 ============ OTHER ASSETS AND LIABILITIES (NET) .............................. (541,776) PREFERRED STOCK (1,173,924 preferred shares outstanding) ..................... (51,825,600) ------------ NET ASSETS -- COMMON SHARES (30,430,021 common shares outstanding) ....................... $154,898,035 ============ NET ASSET VALUE PER COMMON SHARE ($154,898,035 / 30,430,021 shares outstanding) ............... $5.09 ============

---------- (a) Security fair valued under procedures established by the Board of Trustees. The procedures may include reviewing available financial information about the company and reviewing the valuation of comparable securities and other factors on a regular basis. At December 31, 2008, the market value of fair valued securities amounted to $96,183 or 0.05% of total investments. (b) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2008, the market value of Rule 144A securities amounted to $1,478,566 or 0.71% of total investments. + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR American Depositary Receipt CVO Contingent Value Obligation GDR Global Depositary Receipt See accompanying notes to financial statements. 5 THE GABELLI UTILITY TRUST STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2008 ASSETS: Investments, at value (cost $216,360,260) ...................................... $207,265,411 Foreign currency, at value (cost $359) ......................................... 393 Cash ........................................................................... 61,444 Receivable for investments sold ................................................ 355,401 Dividends and interest receivable .............................................. 585,962 Unrealized appreciation on swap contracts ...................................... 10,678 Deferred offering expense ...................................................... 81,636 Prepaid expense ................................................................ 9,322 ------------ TOTAL ASSETS ................................................................... 208,370,247 ------------ LIABILITIES: Payable for investments purchased .............................................. 350,319 Distributions payable .......................................................... 28,525 Payable for investment advisory fees ........................................... 126,281 Payable for payroll expenses ................................................... 35,190 Payable for accounting fees .................................................... 7,502 Payable for shareholder communications expenses ................................ 124,242 Unrealized depreciation on swap contracts ...................................... 817,909 Payable for auction agent fees ................................................. 54,046 Other accrued expenses ......................................................... 102,598 ------------ TOTAL LIABILITIES .............................................................. 1,646,612 ------------ PREFERRED SHARES: Series A Cumulative Preferred Shares (5.625%, $25 liquidation value, $0.001 par value, 1,200,000 shares authorized with 1,173,024 shares issued and outstanding) ................................................................ 29,325,600 Series B Cumulative Preferred Shares (Auction Market, $25,000 liquidation value, $0.001 par value, 1,000 shares authorized with 900 shares issued and outstanding) ................................................................ 22,500,000 ------------ TOTAL PREFERRED SHARES ......................................................... 51,825,600 ------------ NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS ................................. $154,898,035 ============ NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS CONSIST OF: Paid-in capital, at $0.001 par value ........................................... $165,696,058 Accumulated distributions in excess of net investment income ................... (62,195) Accumulated distributions in excess of net realized gain on investments, swap contracts, and foreign currency transactions ................................ (833,669) Net unrealized depreciation on investments ..................................... (9,094,849) Net unrealized depreciation on swap contracts .................................. (807,231) Net unrealized depreciation on foreign currency translations ................... (79) ------------ NET ASSETS ..................................................................... $154,898,035 ============ NET ASSET VALUE PER COMMON SHARE: ($154,898,035 / 30,430,021 shares outstanding; unlimited number of shares authorized) ......................................... $ 5.09 ============ STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008 INVESTMENT INCOME: Dividends (net of foreign taxes of $89,268) .................................... $ 7,803,005 Interest ....................................................................... 507,931 ------------ TOTAL INVESTMENT INCOME ........................................................ 8,310,936 ------------ EXPENSES: Investment advisory fees ....................................................... 2,526,621 Shareholder communications expenses ............................................ 275,267 Shareholder services fees ...................................................... 181,455 Payroll expenses ............................................................... 141,129 Legal and audit fees ........................................................... 104,566 Trustees' fees ................................................................. 76,278 Auction agent expenses ......................................................... 63,806 Custodian fees ................................................................. 47,575 Accounting fees ................................................................ 45,000 Interest expense ............................................................... 49 Miscellaneous expenses ......................................................... 61,311 ------------ TOTAL EXPENSES ................................................................. 3,523,057 Less: Advisory fee reduction ...................................................... (542,062) Custodian fee credits ....................................................... (865) ------------ NET EXPENSES ................................................................... 2,980,130 ------------ NET INVESTMENT INCOME .......................................................... 5,330,806 ------------ NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS, SWAP CONTRACTS, AND FOREIGN CURRENCY: Net realized gain on investments ............................................... 2,118,197 Net realized loss on swap contracts ............................................ (426,010) Net realized loss on foreign currency transactions ............................. (261) ------------ Net realized gain on investments, swap contracts, and foreign currency transactions ................................................................ 1,691,926 ------------ Net change in unrealized appreciation/(depreciation): on investments .............................................................. (75,755,924) on swap contracts ........................................................... (721,130) on foreign currency translations ............................................ (415) ------------ Net change in unrealized appreciation/(depreciation) on investments, swap contracts, and foreign currency translations ........................... (76,477,469) ------------ NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS, SWAP CONTRACTS, AND FOREIGN CURRENCY ............................................................ (74,785,543) ------------ NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... (69,454,737) Total Distributions to Preferred Shareholders .................................. (2,623,380) ------------ NET DECREASE IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS ............................................................. $(72,078,117) ============ See accompanying notes to financial statements. 6 THE GABELLI UTILITY TRUST STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS

YEAR ENDED YEAR ENDED DECEMBER 31, 2008 DECEMBER 31, 2007 ----------------- ----------------- OPERATIONS: Net investment income ................................................... $ 5,330,806 $ 4,996,307 Net realized gain on investments, swap contracts, and foreign currency transactions ......................................................... 1,691,926 12,402,375 Net change in unrealized appreciation/(depreciation) on investments, swap contracts, and foreign currency translations .................... (76,477,469) 6,616,470 ------------ ------------ NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ......... (69,454,737) 24,015,152 ------------ ------------ DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: Net investment income ................................................... (1,794,946) (950,642) Net realized short-term gain ............................................ (65,729) (247,668) Net realized long-term gain ............................................. (762,705) (1,787,823) ------------ ------------ TOTAL DISTRIBUTIONS TO PREFERRED SHAREHOLDERS ........................... (2,623,380) (2,986,133) ------------ ------------ NET INCREASE/(DECREASE) IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS ............................................ (72,078,117) 21,029,019 ------------ ------------ DISTRIBUTIONS TO COMMON SHAREHOLDERS: Net investment income ................................................... (2,937,568) (4,733,339) Net realized short-term gain ............................................ (107,569) (1,188,222) Net realized long-term gain ............................................. (1,248,226) (8,589,683) Return of capital ....................................................... (17,442,628) (6,966,691) ------------ ------------ TOTAL DISTRIBUTIONS TO COMMON SHAREHOLDERS .............................. (21,735,991) (21,477,935) ------------ ------------ FUND SHARE TRANSACTIONS: Net increase in net assets from common shares issued upon reinvestment of distributions ........................................................ 3,135,666 3,159,205 Net increase in net assets from repurchase of preferred shares .......... 54,184 790 Offering costs for issuance of rights charged to paid-in capital ........ (94,830) -- ------------ ------------ NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS ................. 3,095,020 3,159,995 ------------ ------------ NET INCREASE/(DECREASE) IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS ......................................................... (90,719,088) 2,711,079 NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS: Beginning of period ..................................................... 245,617,123 242,906,044 ------------ ------------ End of period (including undistributed net investment income of $0 and $0, respectively) .................................................... $154,898,035 $245,617,123 ============ ============

See accompanying notes to financial statements. 7 THE GABELLI UTILITY TRUST FINANCIAL HIGHLIGHTS SELECTED DATA FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD:

YEAR ENDED DECEMBER 31, --------------------------------------------------- 2008 2007 2006 2005 2004 --------- -------- -------- --------- --------- OPERATING PERFORMANCE: Net asset value, beginning of period .................................... $ 8.18 $ 8.19 $ 6.98 $ 7.14 $ 6.83 ------ ------ ------ ------ ------ Net investment income ................................................... 0.18 0.19 0.17 0.18 0.16 Net realized and unrealized gain/(loss) on investments, swap contracts, and foreign currency transactions .................................... (2.48) 0.61 1.84 0.45 0.99 ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS ........................................ (2.30) 0.80 2.01 0.63 1.15 ------ ------ ------ ------ ------ DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: (a) Net investment income ................................................... (0.06) (0.03) (0.02) (0.02) (0.06) Net realized gain ....................................................... (0.03) (0.07) (0.08) (0.07) (0.03) ------ ------ ------ ------ ------ Total distributions to preferred shareholders ........................... (0.09) (0.10) (0.10) (0.09) (0.09) ------ ------ ------ ------ ------ NET INCREASE/(DECREASE) IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS ............................................ (2.39) 0.70 1.91 0.54 1.06 ------ ------ ------ ------ ------ DISTRIBUTIONS TO COMMON SHAREHOLDERS: Net investment income ................................................... (0.10) (0.16) (0.16) (0.14) (0.10) Net realized gain ....................................................... (0.04) (0.33) (0.56) (0.58) (0.05) Paid-in capital ......................................................... (0.58) (0.23) -- -- (0.57) ------ ------ ------ ------ ------ Total distributions to common shareholders .............................. (0.72) (0.72) (0.72) (0.72) (0.72) ------ ------ ------ ------ ------ FUND SHARE TRANSACTIONS: Increase in net asset value from common share transactions .............. 0.02 0.01 0.02 0.02 0.03 Decrease in net asset value from shares issued in rights offering ....... -- -- -- -- (0.06) Increase in net asset value from repurchase of preferred shares ......... 0.00(f) 0.00(f) -- -- 0.00(f) Offering costs for preferred shares charged to paid-in capital .......... -- -- -- 0.00(f) 0.00(f) Offering costs for issuance of rights charged to paid-in capital ........ (0.00)(f) -- 0.00(f) (0.00)(f) (0.00)(f) ------ ------ ------ ------ ------ Total fund share transactions ........................................... 0.02 0.01 0.02 0.02 (0.03) ------ ------ ------ ------ ------ NET ASSET VALUE ATTRIBUTABLE TO COMMON SHAREHOLDERS, END OF PERIOD ...... $ 5.09 $ 8.18 $ 8.19 $ 6.98 $ 7.14 ====== ====== ====== ====== ====== Net asset value total return + .......................................... (31.68)% 8.08% 27.46% 5.71% 13.43% ====== ====== ====== ====== ====== Market value, end of period ............................................. $ 5.90 $ 9.50 $ 9.94 $ 9.27 $ 9.30 ====== ====== ====== ====== ====== Investment total return ++ .............................................. (31.81)% 3.42% 16.47% 7.79% 5.11% ====== ====== ====== ====== ======

See accompanying notes to financial statements. 8 THE GABELLI UTILITY TRUST FINANCIAL HIGHLIGHTS (CONTINUED) SELECTED DATA FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD:

YEAR ENDED DECEMBER 31, ---------------------------------------------------- 2008 2007 2006 2005 2004 -------- -------- -------- -------- -------- RATIOS AND SUPPLEMENTAL DATA: Net assets including liquidation value of preferred shares, end of period (in 000's) ......................................... $206,724 $300,210 $297,511 $259,303 $261,563 Net assets attributable to common shares, end of period (in 000's) .. $154,898 $245,617 $242,906 $204,698 $206,958 Ratio of net investment income to average net assets attributable to common shares before preferred share distributions ............ 2.68% 2.03% 2.24% 2.42% 2.32% Ratio of operating expenses to average net assets attributable to common shares before fee waived .................................. 1.77% -- -- -- -- Ratio of operating expenses to average net assets attributable to common shares net of advisory fee reduction, if any (b)(c) ....... 1.50% 1.63% 1.75% 1.85% 2.04% Ratio of operating expenses to average net assets including liquidation value of preferred shares before fee waived .......... 1.39% -- -- -- -- Ratio of operating expenses to average net assets including liquidation value of preferred shares net of advisory fee reduction, if any (b)(c) ......................................... 1.18% 1.34% 1.40% 1.47% 1.52% Portfolio turnover rate +++ ......................................... 14% 13% 33% 19% 18% PREFERRED SHARES: 5.625% SERIES A CUMULATIVE PREFERRED SHARES Liquidation value, end of period (in 000's) ......................... $ 29,326 $ 29,593 $ 29,605 $ 29,605 $ 29,605 Total shares outstanding (in 000's) ................................. 1,173 1,184 1,184 1,184 1,184 Liquidation preference per share .................................... $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 Average market value (d) ............................................ $ 22.76 $ 23.36 $ 23.80 $ 25.02 $ 24.68 Asset coverage per share ............................................ $ 99.72 $ 137.48 $ 136.21 $ 118.72 $ 119.75 SERIES B AUCTION MARKET CUMULATIVE PREFERRED SHARES Liquidation value, end of period (in 000's) ......................... $ 22,500 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Total shares outstanding (in 000's) ................................. 1 1 1 1 1 Liquidation preference per share .................................... $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Average market value (d) ............................................ $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Asset coverage per share ............................................ $ 99,721 $137,478 $136,210 $118,718 $119,752 ASSET COVERAGE (e) .................................................. 399% 550% 545% 475% 479%

---------- + Based on net asset value per share, adjusted for reinvestment of distributions at prices obtained under the Fund's dividend reinvestment plan, including the effect of shares issued pursuant to 2004 rights offerings, assuming full subscription by shareholder. ++ Based on market value per share, adjusted for reinvestment of distributions at prices obtained under the Fund's dividend reinvestment plan, including the effect of shares issued pursuant to 2004 rights offerings, assuming full subscription by shareholder. +++ Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the years ended December 31, 2007, 2006, 2005, and 2004, would have been 29%, 34%, 29%, and 30%, respectively. (a) Calculated based upon average common shares outstanding on the record dates throughout the period. (b) The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits for the year ended December 31, 2007, the ratios of operating expenses to average net assets attributable to common shares net of advisory fee reduction would have been 1.63% and the ratios of operating expenses to average net assets including liquidation value of preferred shares net of fee reduction would have been 1.33%. For the years ended December 31, 2008, 2006, 2005, and 2004, the effect of the custodian fee credits was minimal. (c) The Fund incurred interest expense during the year ended December 31, 2007. If interest expense had not been incurred, the ratio of operating expenses to average net assets attributable to common stock would have been 1.62% and the ratio of operating expenses to average net assets including liquidation value of preferred shares would have been 1.33%. For the year ended December 31, 2008, the effect of interest expense was minimal. (d) Based on weekly prices. (e) Asset coverage is calculated by combining all series of preferred shares. (f) Amount represents less than $0.005 per share. See accompanying notes to financial statements. 9 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION. The Gabelli Utility Trust (the "Fund") is a non-diversified closed-end management investment company organized as a Delaware statutory trust on February 25, 1999 and registered under the Investment Company Act of 1940, as amended (the "1940 Act"). Investment operations commenced on July 9, 1999. The Fund's primary objective is long-term growth of capital and income. The Fund will invest 80% of its assets, under normal market conditions, in common stocks and other securities of foreign and domestic companies involved in providing products, services, or equipment for (i) the generation or distribution of electricity, gas, and water and (ii) telecommunications services or infrastructure operations (the "80% Policy"). The 80% Policy may be changed without shareholder approval. However, the Fund has adopted a policy to provide shareholders with notice at least 60 days prior to the implementation of any change in the 80% Policy. 2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in accordance with United States ("U.S.") generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market's official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the "Board") so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the "Adviser"). Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of 60 days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities' fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than 60 days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security. Statement of Financial Accounting Standard No. 157, "Fair Value Measurements" ("SFAS 157") clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described below: - Level 1 - quoted prices in active markets for identical securities; - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and - Level 3 - significant unobservable inputs (including the Fund's determinations as to the fair value of investments). 10 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund's investments and other financial instruments, by inputs used to value the Fund's investments as of December 31, 2008 is, as follows:

OTHER FINANCIAL OTHER FINANCIAL INVESTMENTS IN INSTRUMENTS INSTRUMENTS SECURITIES (UNREALIZED (UNREALIZED (MARKET VALUE) APPRECIATION)* DEPRECIATION)* VALUATION INPUTS ASSETS ASSETS LIABILITIES ---------------- -------------- --------------- --------------- Level 1 - Quoted Prices $192,892,742 -- -- Level 2 - Other Significant Observable Inputs 14,359,469 $10,678 $(817,909) Level 3 - Significant Unobservable Inputs 13,200 -- ------------ ------- --------- Total $207,265,411 $10,678 $(817,909) ============ ======= =========

---------- * Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, and swaps which are valued at the unrealized appreciation/depreciation on the investment. The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

INVESTMENTS IN SECURITIES (MARKET VALUE) -------------- BALANCE AS OF 12/31/07 $13,200 Accrued discounts/(premiums) -- Realized gain/(loss) -- Change in unrealized appreciation/(depreciation)+ 0 Net purchases/(sales) -- Transfers in and/or out of Level 3 -- ------- BALANCE AS OF 12/31/08 $13,200 ======= Net change in unrealized appreciation/(depreciation) during the period on Level 3 investments held at 12/31/08+ $ 0 -------

---------- + Net change in unrealized appreciation/(depreciation) is included in the related amounts on investments in the Statement of Operations. In March 2008, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standard No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161") that is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity's results of operations and financial position. Management is currently evaluating the implications of SFAS 161 on the Fund's financial statement disclosures. REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System, or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund's holding period. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, are at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At December 31, 2008, there were no open repurchase agreements. SWAP AGREEMENTS. The Fund may enter into equity, contract for differences, and interest rate swap or cap transactions. The use of swaps and caps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio transactions. Swap agreements may involve, to varying degrees, elements of market and counterparty risk, and exposure to loss in excess of the related amounts reflected in the Statement of Assets and Liabilities. In an interest rate swap, the Fund would agree to pay to the other party to the interest rate swap (which is known as the "counterparty") periodically a fixed rate 11 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) payment in exchange for the counterparty agreeing to pay to the Fund periodically a variable rate payment that is intended to approximate the Fund's variable rate payment obligation on the Series B Preferred Shares. In an interest rate cap, the Fund would pay a premium to the counterparty and, to the extent that a specified variable rate index exceeds a predetermined fixed rate, would receive from the counterparty payments of the difference based on the notional amount of such cap. In an equity swap, a set of future cash flows are exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Swap and cap transactions introduce additional risk because the Fund would remain obligated to pay preferred stock dividends when due in accordance with the Statement of Preferences even if the counterparty defaulted. If there is a default by the counterparty to a swap contract, the Fund will be limited to contractual remedies pursuant to the agreements related to the transaction. There is no assurance that the swap contract counterparties will be able to meet their obligations pursuant to the swap contracts or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to the swap contracts. The creditworthiness of the swap contract counterparties is closely monitored in order to minimize this risk. Depending on the general state of short-term interest rates and the returns on the Fund's portfolio securities at that point in time, such a default could negatively affect the Fund's ability to make dividend payments. In addition, at the time an interest rate swap or cap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund's ability to make dividend payments. The use of derivative instruments involves, to varying degrees, elements of market and counterparty risk in excess of the amount recognized below. Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in the value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized gains or losses in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. The Fund has entered into an interest rate swap agreement with Citibank N.A. Under the agreement, the Fund receives a floating rate of interest and pays a respective fixed rate of interest on the nominal value of the swap. Details of the swap at December 31, 2008 are as follows:

NOTIONAL FLOATING RATE* TERMINATION NET UNREALIZED AMOUNT FIXED RATE (RATE RESET MONTHLY) DATE DEPRECIATION -------- ---------- -------------------- ----------- -------------- $25,000,000 4.00% 1.90125% 06/02/10 $(817,909)

---------- * Based on LIBOR (London Interbank Offered Rate). Effective March 16, 2008, Bear, Stearns International Limited entered into a Guaranty Agreement with JPMorgan Chase & Co., whereby JPMorgan Chase & Co. unconditionally guarantees the due and punctual payment of certain liabilities of Bear, Stearns International Limited, including the current liabilities of Bear, Stearns International Limited to the Fund. As of December 31, 2008, the Fund held a contract for difference swap with Bear, Stearns International Limited which is covered by the JPMorgan Chase & Co. Guaranty Agreement as of the date of the report. Details of the swap at December 31, 2008 are as follows:

NOTIONAL EQUITY SECURITY INTEREST RATE/ TERMINATION NET UNREALIZED AMOUNT RECEIVED EQUITY SECURITY PAID DATE APPRECIATION -------- --------------------- ----------------------- ----------- -------------- Overnight LIBOR plus Market Value 40 bps plus Market Value Appreciation on: Depreciation on: $109,768 (25,000 Shares) Rolls-Royce Group plc Rolls-Royce Group plc 10/15/09 $10,678

FUTURES CONTRACTS. The Fund may engage in futures contracts for the purpose of hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase. Upon entering into a futures contract, the Fund is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the "initial margin." Subsequent payments ("variation margin") are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, which are included in unrealized appreciation/depreciation on investments and futures contracts. The Fund recognizes a realized gain or loss when the contract is closed. There are several risks in connection with the use of futures contracts as a hedging instrument. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. At December 31, 2008, there were no open futures contracts. 12 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) FORWARD FOREIGN EXCHANGE CONTRACTS. The Fund may engage in forward foreign exchange contracts for hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on investments and foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund's portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At December 31, 2008, there were no open forward foreign exchange contracts. FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial trade date and subsequent sale trade date is included in realized gain/loss on investments. FOREIGN SECURITIES. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers. FOREIGN TAXES. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests. SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are accounted for on the trade date with realized gain or loss on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date except for certain dividends which are recorded as soon as the Fund is informed of the dividend. CUSTODIAN FEE CREDITS AND INTEREST EXPENSE. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as "custodian fee credits." When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 110% of the 90 day Treasury Bill rate. This amount, if any, would be included in "interest expense" in the Statement of Operations. DISTRIBUTIONS TO SHAREHOLDERS. Distributions to common shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2008, reclassifications were made to increase accumulated distributions in excess of net investment income by $429,662 and to decrease accumulated distributions in excess of net realized gain on investments, swap contracts, and foreign currency transactions by $422,939, with an offsetting adjustment to paid-in capital. 13 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) Distributions to shareholders of the Fund's 5.625% Series A Cumulative Preferred Shares and Series B Auction Market Cumulative Preferred Shares ("Cumulative Preferred Shares") are recorded on a daily basis and are determined as described in Note 5. The tax character of distributions paid during the years ended December 31, 2008 and December 31, 2007 was as follows:

YEAR ENDED YEAR ENDED DECEMBER 31, 2008 DECEMBER 31, 2007 ------------------------ ------------------------ COMMON PREFERRED COMMON PREFERRED ----------- ---------- ----------- ---------- DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of short-term capital gains) .. $ 3,045,137 $1,860,675 $ 5,894,993 $1,213,076 Net long-term capital gains ................. 1,248,226 762,705 8,616,251 1,773,057 Return of capital ........................... 17,442,628 -- 6,966,691 -- ----------- ---------- ----------- ---------- Total distributions paid .................... $21,735,991 $2,623,380 $21,477,935 $2,986,133 =========== ========== =========== ==========

PROVISION FOR INCOME TAXES. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required. At December 31, 2008, the difference between book basis and tax basis unrealized depreciation was primarily due to deferral of losses from wash sales for tax purposes, mark-to-market adjustments on passive foreign investment companies, and basis adjustments on investments in partnerships. At December 31, 2008, the components of accumulated earnings/losses on a tax basis were as follows: Net unrealized depreciation on investments and swap contracts .. $(10,769,419) Net unrealized depreciation on foreign currency translations ... (79) Other temporary differences* ................................... (28,525) ------------ Total .......................................................... $(10,798,023) ============ ---------- * Other temporary differences are primarily due to adjustments on dividend payables. The following summarizes the tax cost of investments, swap contracts, and the related unrealized appreciation/depreciation at December 31, 2008:

GROSS GROSS UNREALIZED UNREALIZED NET UNREALIZED COST APPRECIATION DEPRECIATION DEPRECIATION ------------ ------------ ------------ -------------- Investments .. $217,260,377 $17,069,750 $(27,839,169) $(10,769,419)

FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48") provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold are recorded as a tax benefit or expense in the current year. In accordance with FIN 48, management has analyzed the Fund's tax positions taken on the federal and state income tax returns for all open tax years (the current and prior three tax years) and has concluded that no provision for income tax is required in the Fund's financial statements. Management's determination regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to, an on-going analysis of tax laws, regulations, and interpretations thereof. 3. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES. The Fund has an investment advisory agreement (the "Advisory Agreement") with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 1.00% of the value of its average weekly net assets including the liquidation value of the preferred stock. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund's portfolio and oversees the administration of all aspects of the Fund's business and affairs. The Adviser has agreed to reduce the management fee on the incremental assets attributable to the Cumulative Preferred Shares if the total return of the NAV of the common shares of the Fund, including distributions and advisory fee subject to reduction, does not exceed the stated dividend rate or corresponding swap rate of the Cumulative Preferred Shares for the year. The Fund's total return on the NAV of the common shares is monitored on a monthly basis to assess whether the total return on the NAV of the common shares exceeds the stated dividend rate or corresponding swap rate of each particular series of Cumulative Preferred Shares for the period. For the year ended December 31, 2008, the Fund's total return on the NAV of the common shares 14 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) did not exceed the stated dividend rate or corresponding swap rate on any of the outstanding preferred shares. Thus, management fees with respect to the liquidation value of the preferred share assets were reduced by $542,062. During the year ended December 31, 2008, the Fund paid brokerage commissions on security trades of $29,726 to Gabelli & Company, Inc. ("Gabelli & Company"), an affiliate of the Adviser. The cost of calculating the Fund's NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended December 31, 2008, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund's NAV. As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation from affiliates of the Adviser) and pays its allocated portion of the cost of the Fund's Chief Compliance Officer. For the year ended December 31, 2008, the Fund paid or accrued $141,129, which is included in payroll expenses in the Statement of Operations. The Fund pays each Trustee who is not considered to be an affiliated person an annual retainer of $6,000 plus $500 for each Board meeting attended and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. In addition, the Audit Committee Chairman receives an annual fee of $3,000, the Nominating Committee Chairman receives an annual fee of $2,000, and the Lead Trustee receives an annual fee of $1,000. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund. 4. PORTFOLIO SECURITIES. Purchases and proceeds from the sales of securities for the year ended December 31, 2008, other than short-term securities and U.S. Government obligations, aggregated $21,225,226 and $25,623,691, respectively. Purchases and proceeds from the sales of U.S. Government obligations for the year ended December 31, 2008, other than short-term obligations, aggregated $16,368,984 and $7,064,024, respectively. 5. CAPITAL. The Fund is authorized to issue an unlimited number of shares of beneficial interest (par value $0.001). The Board has authorized the repurchase of its common shares on the open market when the shares are trading at a discount of 10% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the year ended December 31, 2008, the Fund did not repurchase any common shares of beneficial interest in the open market. Transactions in common shares of beneficial interest were as follows:

YEAR ENDED YEAR ENDED DECEMBER 31, 2008 DECEMBER 31, 2007 -------------------- -------------------- SHARES AMOUNT SHARES AMOUNT ------- ---------- ------- ---------- Net increase from shares issued upon reinvestment of distributions ... 408,833 $3,135,666 347,381 $3,159,205

At the Fund's November 14, 2007 Board meeting, the Board approved the filing of a shelf registration with the SEC which will give the Fund the ability to offer additional preferred shares. The shelf registration was declared effective by the SEC on June 13, 2008. The Fund is authorized to issue up to 2,005,000 shares of $0.001 par value Cumulative Preferred Shares. The Cumulative Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on shares of the Cumulative Preferred Shares are cumulative. The Fund is required by the 1940 Act and by the Statement of Preferences to meet certain asset coverage tests with respect to the Cumulative Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the 5.625% Series A and Series B Auction Market Cumulative Preferred Shares at a redemption price of $25.00 and $25,000, respectively, per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund's ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund's assets may vary in a manner unrelated to the fixed and variable rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders. On July 31, 2003, the Fund received net proceeds of $28,895,026 (after underwriting discounts of $945,000 and offering expenses of $159,974) from the public offering of 1,200,000 shares of 5.625% Series A Cumulative Preferred Shares. Commencing July 31, 2008 and thereafter, the Fund, at its option, may redeem the 5.625% Series A Cumulative Preferred Shares in whole or in part at the redemption price at any time. During the year ended December 31, 2008, the Fund repurchased 10,676 shares of 5.625% Series A Cumulative Preferred Shares in the open market at a cost of $212,716 and an average discount of approximately 20.34% 15 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) from its liquidation preference. All shares of 5.625% Series A Cumulative Preferred Shares repurchased have been retired. At December 31, 2008, 1,173,024 shares of 5.625% Series A Cumulative Preferred Shares were outstanding and accrued dividends amounted to $27,493. On July 31, 2003, the Fund received net proceeds of $24,590,026 (after underwriting discounts of $250,000 and offering expenses of $159,974) from the public offering of 1,000 shares of Series B Auction Market Cumulative Preferred Shares ("Series B Shares"). The dividend rate, as set by the auction process, which is generally held every seven days, is expected to vary with short-term interest rates. The dividend rates of Series B Shares ranged from 1.575% to 5.500% for the year ended December 31, 2008. Since February 2008, the number of Series B Shares subject to bid orders by potential holders has been less than the number of Series B Shares subject to sell orders. Therefore, the weekly auctions have failed, and the dividend rate since then has been the maximum rate. Holders that have submitted sell orders have not been able to sell any or all of the Series B Shares for which they have submitted sell orders. The current maximum rate is 125% of the seven day Telerate/British Bankers Association LIBOR rate on the day of such auction. Existing shareholders may submit an order to hold, bid, or sell such shares on each auction date. Shareholders of the Series B Shares may also trade their shares in the secondary market. The Fund, at its option, may redeem the Series B Auction Market Cumulative Preferred Shares in whole or in part at the redemption price at any time. During the year ended December 31, 2008, the Fund redeemed 100 shares of Series B Shares. Shareholders received the redemption price of $25,000 per share, which was equal to the liquidation preference, together with any accumulated and unpaid dividends, for each share redeemed. At December 31, 2008, 900 shares of Series B Shares were outstanding with an annualized dividend rate of 1.651% per share and accrued dividends amounted to $1,032. The holders of Cumulative Preferred Shares generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common stock as a single class. The holders of Cumulative Preferred Shares voting together as a single class also have the right currently to elect two Trustees and under certain circumstances are entitled to elect a majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the preferred shares, voting as a single class, will be required to approve any plan of reorganization adversely affecting the preferred shares, and the approval of two-thirds of each class, voting separately, of the Fund's outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding preferred shares and a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities are required to approve certain other actions, including changes in the Fund's investment objectives or fundamental investment policies. 6. INDUSTRY CONCENTRATION. Because the Fund primarily invests in common stocks and other securities of foreign and domestic companies in the utility industry, its portfolio may be subject to greater risk and market fluctuations than a portfolio of securities representing a broad range of investments. 7. INDEMNIFICATIONS. The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 8. OTHER MATTERS. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC's inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund (the "Global Growth Fund") by one investor who was banned from the Global Growth Fund in August 2002. In the settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act, and Rule 17d-1 thereunder and had aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC's findings and allegations, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan to be developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC and to cease and desist from future violations of the above referenced federal securities laws. The settlement is not expected to impact the Fund and will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO fund complex including the Fund. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. 16 THE GABELLI UTILITY TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) In a separate matter, on January 12, 2009, the SEC issued an administrative action approving a final settlement of a previously disclosed matter with the Adviser involving compliance with Section 19(a) of the Investment Company Act of 1940 and Rule 19a-1 thereunder by two closed-end funds. These provisions require registered investment companies when making a distribution in the nature of a dividend from sources other than net investment income to contemporaneously provide written statements to shareholders, which adequately disclose the source or sources of such distribution. While the two funds sent annual statements and provided other materials containing this information, the shareholders did not receive the notices required by Rule 19a-1 with any of the distributions that were made for 2002 and 2003. The Adviser believes that the funds have been in compliance with Section 19(a) and Rule 19a-1 since the beginning of 2004. As part of the settlement, in which the Adviser neither admits nor denies the findings by the SEC, the Adviser agreed to pay a civil monetary penalty of $450,000 and to cease and desist from causing violations of Section 19(a) and Rule 19a-1. In connection with the settlement, the SEC noted the remedial actions previously undertaken by the Adviser. 17 THE GABELLI UTILITY TRUST REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of The Gabelli Utility Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Gabelli Utility Trust (hereafter referred to as the "Trust") at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 27, 2009 18 THE GABELLI UTILITY TRUST ADDITIONAL FUND INFORMATION (UNAUDITED) The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees. Information pertaining to the Trustees and officers of the Fund is set forth below. The Fund's Statement of Additional Information includes additional information about the Fund's Trustees and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Utility Trust at One Corporate Center, Rye, NY 10580-1422.

NUMBER OF TERM OF FUNDS IN FUND NAME, POSITION(S) OFFICE AND COMPLEX ADDRESS(1) LENGTH OF OVERSEEN BY PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS AND AGE TIME SERVED(2) TRUSTEE DURING PAST FIVE YEARS HELD BY TRUSTEE(4) ------------------------ -------------- ------------- ------------------------------------------------ --------------------- INTERESTED TRUSTEES(3): MARIO J. GABELLI Since 1999** 26 Chairman and Chief Executive Officer Director of Morgan Trustee and of GAMCO Investors, Inc. and Chief Group Holdings, Inc. Chief Investment Officer Investment Officer - Value Portfolios of (holding company); Age: 66 Gabelli Funds, LLC and GAMCO Asset Chairman of the Board Management Inc.; Director/Trustee or Chief of LICT Corp. Investment Officer of other registered (multimedia and investment companies in the Gabelli/GAMCO communication Funds complex; Chairman and Chief Executive services company) Officer of GGCP, Inc. JOHN D. GABELLI Since 1999* 10 Senior Vice President of Gabelli & Director of GAMCO Trustee Company, Inc. Investors, Inc. Age: 64 (asset management) INDEPENDENT TRUSTEES(5): THOMAS E. BRATTER Since 1999** 4 Director, President, and Founder of The -- Trustee John Dewey Academy (residential college Age: 69 preparatory therapeutic high school) ANTHONY J. COLAVITA Since 1999*** 36 Partner in the law firm of -- Trustee Anthony J. Colavita, P.C. Age: 73 JAMES P. CONN Since 1999* 18 Former Managing Director and Chief Investment -- Trustee Officer of Financial Security Assurance Holdings Age: 70 Ltd. (insurance holding company) (1992-1998) VINCENT D. ENRIGHT Since 1999** 16 Former Senior Vice President and Chief Director of Echo Trustee Financial Officer of KeySpan Corporation Therapeutics, Inc. Age: 65 (public utility) (therapeutics and diagnostics) FRANK J. FAHRENKOPF JR. Since 1999*** 6 President and Chief Executive Officer of -- Trustee the American Gaming Association; Age: 69 Co-Chairman of the Commission on Presidential Debates; Former Chairman of the Republican National Committee (1983-1989) ROBERT J. MORRISSEY Since 1999*** 6 Partner in the law firm of Morrissey, -- Trustee Hawkins & Lynch Age: 69 ANTHONY R. PUSTORINO Since 1999* 13 Certified Public Accountant; Professor Director of The LGL Trustee Emeritus, Pace University Group, Inc. Age: 83 (diversified manufacturing) SALVATORE J. ZIZZA Since 1999*** 28 Chairman of Zizza & Co., Ltd. Director of Trustee (consulting) Hollis-Eden Age: 63 Pharmaceuticals (biotechnology); Director of Earl Scheib, Inc. (automotive services)

19 THE GABELLI UTILITY TRUST ADDITIONAL FUND INFORMATION (CONTINUED) (UNAUDITED)

TERM OF NAME, POSITION(S) OFFICE AND ADDRESS(1) LENGTH OF PRINCIPAL OCCUPATION(S) AND AGE TIME SERVED(2) DURING PAST FIVE YEARS ------------------------ -------------- ---------------------------------------------------------------------------------------- OFFICERS: BRUCE N. ALPERT Since 2003 Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 President and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds Age: 57 complex. Director and President of Teton Advisors, Inc. (formerly Gabelli Advisers, Inc.) since 1998 DAVID I. SCHACHTER Since 1999 Vice President of The Gabelli Global Utility & Income Trust since 2004, The Gabelli Vice President Global Deal Fund since 2006, and The Gabelli Healthcare & WellnessRx Trust since 2007; Age: 55 Vice President of Gabelli & Company, Inc. since 1999 AGNES MULLADY Since 2006 Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered Treasurer and Secretary investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Age: 50 Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005; Chief Financial Officer of AMIC Distribution Partners from 2002 through 2004 PETER D. GOLDSTEIN Since 2004 Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Chief Compliance Officer Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Age: 54 complex; Vice President of Goldman Sachs Asset Management from 2000 through 2004

---------- (1) Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted. (2) The Fund's Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. The three year term for each class expires as follows: * - Term expires at the Fund's 2009 Annual Meeting of Shareholders or until their successors are duly elected and qualified. ** - Term expires at the Fund's 2010 Annual Meeting of Shareholders or until their successors are duly elected and qualified. *** - Term expires at the Fund's 2011 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified. (3) "Interested person" of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an "interested person" because of their affiliation with Gabelli Funds, LLC which acts as the Fund's investment adviser. Mario J. Gabelli and John D. Gabelli are brothers. (4) This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (i.e. public companies) or other investment companies registered under the 1940 Act. (5) Trustees who are not interested persons are considered "Independent" Trustees. CERTIFICATIONS The Utility Trust's Chief Executive Officer has certified to the New York Stock Exchange ("NYSE") that, as of June 17, 2008, he was not aware of any violation by the Utility Trust of applicable NYSE corporate governance listing standards. The Utility Trust reports to the SEC on Form N-CSR which contains certifications by the Fund's principal executive officer and principal financial officer that relate to the Fund's disclosure in such reports and that are required by Rule 30a-2(a) under the 1940 Act. 20 THE GABELLI UTILITY TRUST INCOME TAX INFORMATION (UNAUDITED) DECEMBER 31, 2008 CASH DIVIDENDS AND DISTRIBUTIONS

TOTAL AMOUNT ORDINARY LONG-TERM DIVIDEND PAYABLE RECORD PAID INVESTMENT CAPITAL RETURN OF REINVESTMENT DATE DATE PER SHARE (a) INCOME (a) GAINS (a) CAPITAL (c) PRICE -------- -------- ------------- ---------- --------- ----------- ------------ COMMON SHARES 01/25/08 01/16/08 $0.06000 $0.00923 $0.00351 $0.04726 $8.60700 02/25/08 02/14/08 0.06000 0.00923 0.00351 0.04726 8.73050 03/25/08 03/17/08 0.06000 0.00923 0.00351 0.04726 8.59750 04/24/08 04/16/08 0.06000 0.00923 0.00351 0.04726 8.93000 05/23/08 05/15/08 0.06000 0.00923 0.00351 0.04726 8.78750 06/24/08 06/16/08 0.06000 0.00923 0.00351 0.04726 8.83500 07/25/08 07/17/08 0.06000 0.00923 0.00351 0.04726 8.90150 08/25/08 08/15/08 0.06000 0.00923 0.00351 0.04726 8.92050 09/24/08 09/16/08 0.06000 0.00923 0.00351 0.04726 8.92050 10/27/08 10/17/08 0.06000 0.00923 0.00351 0.04726 6.03250 11/21/08 11/13/08 0.06000 0.00923 0.00351 0.04726 5.32000 12/17/08 12/12/08 0.06000 0.00923 0.00351 0.04726 5.30100 -------- -------- -------- -------- $0.72000 $0.11076 $0.04212 $0.56712 5.625% SERIES A CUMULATIVE PREFERRED SHARES 03/26/08 03/18/08 $0.35156 $0.25475 $0.09681 06/26/08 06/19/08 0.35156 0.25475 0.09681 09/26/08 09/19/08 0.35156 0.25475 0.09681 12/26/08 12/18/08 0.35156 0.25475 0.09681 -------- -------- -------- $1.40624 $1.01900 $0.38724

SERIES B AUCTION MARKET CUMULATIVE PREFERRED SHARES Series B Auction Market Cumulative Preferred Shares pay dividends weekly based on rates set at auction, usually held every seven days. The percentage of 2008 distributions derived from long-term capital gains for the Auction Market Preferred Shares was 27.54%. A Form 1099-DIV has been mailed to all shareholders of record for the distributions mentioned above, setting forth specific amounts to be included in the 2008 tax returns. Ordinary income distributions include net investment income and realized net short-term capital gains. Ordinary income is reported in box 1a of Form 1099-DIV. Capital gain distributions are reported in box 2a of Form 1099-DIV. The long-term gain distributions paid during 2008 were $2,010,931, or the maximum allowable. 21 THE GABELLI UTILITY TRUST INCOME TAX INFORMATION (CONTINUED) (UNAUDITED) DECEMBER 31, 2008 CORPORATE DIVIDENDS RECEIVED DEDUCTION, QUALIFIED DIVIDEND INCOME, AND U.S. GOVERNMENT SECURITIES INCOME The Fund paid to common and 5.625% Series A Cumulative Preferred shareholders ordinary income dividends of $0.11076 and $1.01899 per share, respectively, in 2008. The Fund paid to Series B Auction Market Cumulative Preferred shareholders an ordinary income dividend totaling $685.48134 per share in 2008. For the year ended December 31, 2008, 100.0% of the ordinary income dividend qualified for the dividend received deduction available to corporations, and 100.0% of the ordinary income distribution was deemed qualified dividend income. The percentage of the ordinary income dividends paid by the Fund during 2008 derived from U.S. Government securities was 1.15%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund's fiscal year in U.S. Government securities. The Fund did not meet this strict requirement in 2008. The percentage of net assets of U.S. Government securities held as of December 31, 2008 was 6.90%. HISTORICAL DISTRIBUTION SUMMARY

SHORT-TERM LONG-TERM ADJUSTMENT INVESTMENT CAPITAL CAPITAL RETURN OF TOTAL TO COST INCOME (b) GAINS (b) GAINS CAPITAL (c) DISTRIBUTIONS (a) BASIS (d) ---------- ---------- ---------- ---------- ---------------- ---------- COMMON SHARES 2008 $ 0.10716 $ 0.00360 $ 0.04212 $0.56712 $ 0.72000 $0.56712 2007 0.15458 0.03985 0.28795 0.23762 0.72000 0.23762 2006 0.15750 0.03900 0.52350 -- 0.72000 -- 2005 0.15240 0.02280 0.54480 -- 0.72000 -- 2004 (g) 0.09348 0.02958 0.00229 0.59465 0.72000 0.59465 2003 (f) 0.08544 0.01128 0.21240 0.41088 0.72000 0.41088 2002 (e) 0.11175 0.00210 0.35900 0.24690 0.72000 0.24690 2001 0.20835 0.33142 0.16023 -- 0.70000 -- 2000 0.05620 0.14020 0.80360 -- 1.00000 -- 1999 0.08049 0.00090 0.06861 -- 0.15000 -- 5.625% SERIES A CUMULATIVE PREFERRED SHARES 2008 $ 0.98590 $ 0.03309 $ 0.38726 -- $ 1.40625 -- 2007 0.44768 0.11663 0.84194 -- 1.40625 -- 2006 0.30694 0.07589 1.02342 -- 1.40625 -- 2005 0.29785 0.04494 1.06346 -- 1.40625 -- 2004 1.04873 0.33179 0.02572 -- 1.40625 -- SERIES B AUCTION MARKET CUMULATIVE PREFERRED SHARES 2008 $663.22018 $ 22.26115 $260.50866 -- $ 945.99000 -- 2007 426.72648 111.17336 802.52016 -- 1340.42000 -- 2006 266.52830 65.89950 888.68220 -- 1221.11000 -- 2005 177.88970 26.83920 635.15100 -- 839.88000 -- 2004 280.59420 88.77260 6.88340 -- 376.20000 --

---------- (a) Total amounts may differ due to rounding. (b) Taxable as ordinary income. (c) Non-taxable. (d) Decrease in cost basis. (e) On May 22, 2002, the Fund distributed Rights equivalent to $0.09 per share based upon full subscription of all issued shares. (f) On August 20, 2003, the Fund also distributed Rights equivalent to $0.18 per share based upon full subscription of all issued shares. (g) On October 20, 2004, the Fund also distributed Rights equivalent to $0.03 per share based upon full subscription of all issued shares. All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder. The Annual Meeting of The Gabelli Utility Trust's shareholders will be held on Monday, May 18, 2009 at the Greenwich Library in Greenwich, Connecticut. 22 TRUSTEES AND OFFICERS THE GABELLI UTILITY TRUST ONE CORPORATE CENTER, RYE, NY 10580-1422 TRUSTEES Mario J. Gabelli, CFA CHAIRMAN & CHIEF EXECUTIVE OFFICER, GAMCO INVESTORS, INC. Dr. Thomas E. Bratter PRESIDENT & FOUNDER, JOHN DEWEY ACADEMY Anthony J. Colavita ATTORNEY-AT-LAW, ANTHONY J. COLAVITA, P.C. James P. Conn FORMER MANAGING DIRECTOR & CHIEF INVESTMENT OFFICER, FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. Vincent D. Enright FORMER SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER, KEYSPAN CORP. Frank J. Fahrenkopf, Jr. PRESIDENT & CHIEF EXECUTIVE OFFICER, AMERICAN GAMING ASSOCIATION John D. Gabelli SENIOR VICE PRESIDENT, GABELLI & COMPANY, INC. Robert J. Morrissey ATTORNEY-AT-LAW, MORRISSEY, HAWKINS & LYNCH Anthony R. Pustorino CERTIFIED PUBLIC ACCOUNTANT, PROFESSOR EMERITUS, PACE UNIVERSITY Salvatore J. Zizza CHAIRMAN, ZIZZA & CO., LTD. OFFICERS Bruce N. Alpert PRESIDENT Peter D. Goldstein CHIEF COMPLIANCE OFFICER Agnes Mullady TREASURER AND SECRETARY David I. Schachter VICE PRESIDENT & OMBUDSMAN INVESTMENT ADVISER Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 CUSTODIAN The Bank of New York Mellon COUNSEL Willkie Farr & Gallagher LLP TRANSFER AGENT AND REGISTRAR Computershare Trust Company, N.A. STOCK EXCHANGE LISTING

5.625% Common Preferred ---------- --------- NYSE-Symbol: GUT GUT PrA Shares Outstanding: 30,430,021 1,173,024

The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading "Specialized Equity Funds," in Monday's The Wall Street Journal. It is also listed in Barron's Mutual Funds/Closed End Funds section under the heading "Specialized Equity Funds." The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com. For general information about the Gabelli Funds, call 800-GABELLI (800-422-3554), fax us at 914-921-5118, visit Gabelli Funds' Internet homepage at: www.gabelli.com, or e-mail us at: closedend@gabelli.com Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may, from time to time, purchase its common shares in the open market when the Fund's shares are trading at a discount of 10% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value. THE GABELLI UTILITY TRUST ONE CORPORATE CENTER, RYE, NY 10580-1422 PHONE: 800-GABELLI (800-422-3554) FAX: 914-921-5118 INTERNET: www.gabelli.com E-MAIL: closedend@gabelli.com GUT Q4/2008 ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. As of the end of the period covered by the report, the registrant's Board of Trustees has determined that Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. AUDIT FEES (a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $40,000 for 2007 and $50,000 for 2008. AUDIT-RELATED FEES (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $5,800 for 2007 and $8,645 for 2008. Audit-related fees represent services provided in the preparation of Preferred Shares Reports. TAX FEES (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $4,350 for 2007 and $4,000 for 2008. Tax fees represent tax compliance services provided in connection with the review of the Registrant's tax returns. ALL OTHER FEES (d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2007 and $0 for 2008. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Pre-Approval Policies and Procedures. The Audit Committee ("Committee") of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to the registrant and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Adviser, Gabelli Funds, LLC, and any affiliate of Gabelli Funds, LLC ("Gabelli") that provides services to the registrant (a "Covered Services Provider") if the independent registered public accounting firm's engagement related directly to the operations and financial reporting of the registrant. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson must report to the Committee, at its next regularly scheduled meeting after the Chairperson's pre-approval of such services, his or her decision(s). The Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws, including the delegation of some or all of the Committee's pre-approval responsibilities to the other persons (other than Gabelli or the registrant's officers). Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (ii) such services are promptly brought to the attention of the Committee and approved by the Committee or Chairperson prior to the completion of the audit. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) 100% (c) 100% (d) N/A (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was zero percent (0%). (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2007 and $0 for 2008. (h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant has a separately designated audit committee consisting of the following members: Anthony J. Colavita, Vincent D. Enright and Anthony R. Pustorino. ITEM 6. INVESTMENTS. (a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. (b) Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The Proxy Voting Policies are attached herewith. THE VOTING OF PROXIES ON BEHALF OF CLIENTS Rules 204(4)-2 and 204-2 under the Investment Advisers Act of 1940 and Rule 30b1-4 under the Investment Company Act of 1940 require investment advisers to adopt written policies and procedures governing the voting of proxies on behalf of their clients. These procedures will be used by GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., and Teton Advisors, Inc. (collectively, the "Advisers") to determine how to vote proxies relating to portfolio securities held by their clients, including the procedures that the Advisers use when a vote presents a conflict between the interests of the shareholders of an investment company managed by one of the Advisers, on the one hand, and those of the Advisers; the principal underwriter; or any affiliated person of the investment company, the Advisers, or the principal underwriter. These procedures will not apply where the Advisers do not have voting discretion or where the Advisers have agreed to with a client to vote the client's proxies in accordance with specific guidelines or procedures supplied by the client (to the extent permitted by ERISA). I. PROXY VOTING COMMITTEE The Proxy Voting Committee was originally formed in April 1989 for the purpose of formulating guidelines and reviewing proxy statements within the parameters set by the substantive proxy voting guidelines originally published in 1988 and updated periodically, a copy of which are appended as Exhibit A. The Committee will include representatives of Research, Administration, Legal, and the Advisers. Additional or replacement members of the Committee will be nominated by the Chairman and voted upon by the entire Committee. Meetings are held as needed basis to form views on the manner in which the Advisers should vote proxies on behalf of their clients. In general, the Director of Proxy Voting Services, using the Proxy Guidelines, recommendations of Institutional Shareholder Corporate Governance Service ("ISS"), other third-party services and the analysts of Gabelli & Company, Inc., will determine how to vote on each issue. For non-controversial matters, the Director of Proxy Voting Services may vote the proxy if the vote is (1) consistent with the recommendations of the issuer's Board of Directors and not contrary to the Proxy Guidelines; (2) consistent with the recommendations of the issuer's Board of Directors and is a non-controversial issue not covered by the Proxy Guidelines; or (3) the vote is contrary to the recommendations of the Board of Directors but is consistent with the Proxy Guidelines. In those instances, the Director of Proxy Voting Services or the Chairman of the Committee may sign and date the proxy statement indicating how each issue will be voted. All matters identified by the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department as controversial, taking into account the recommendations of ISS or other third party services and the analysts of Gabelli & Company, Inc., will be presented to the Proxy Voting Committee. If the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department has identified the matter as one that (1) is controversial; (2) would benefit from deliberation by the Proxy Voting Committee; or (3) may give rise to a conflict of interest between the Advisers and their clients, the Chairman of the Committee will initially determine what vote to recommend that the Advisers should cast and the matter will go before the Committee. 1 A. CONFLICTS OF INTEREST. The Advisers have implemented these proxy voting procedures in order to prevent conflicts of interest from influencing their proxy voting decisions. By following the Proxy Guidelines, as well as the recommendations of ISS, other third-party services and the analysts of Gabelli & Company, the Advisers are able to avoid, wherever possible, the influence of potential conflicts of interest. Nevertheless, circumstances may arise in which one or more of the Advisers are faced with a conflict of interest or the appearance of a conflict of interest in connection with its vote. In general, a conflict of interest may arise when an Adviser knowingly does business with an issuer, and may appear to have a material conflict between its own interests and the interests of the shareholders of an investment company managed by one of the Advisers regarding how the proxy is to be voted. A conflict also may exist when an Adviser has actual knowledge of a material business arrangement between an issuer and an affiliate of the Adviser. In practical terms, a conflict of interest may arise, for example, when a proxy is voted for a company that is a client of one of the Advisers, such as GAMCO Asset Management Inc. A conflict also may arise when a client of one of the Advisers has made a shareholder proposal in a proxy to be voted upon by one or more of the Advisers. The Director of Proxy Voting Services, together with the Legal Department, will scrutinize all proxies for these or other situations that may give rise to a conflict of interest with respect to the voting of proxies. B. OPERATION OF PROXY VOTING COMMITTEE For matters submitted to the Committee, each member of the Committee will receive, prior to the meeting, a copy of the proxy statement, any relevant third party research, a summary of any views provided by the Chief Investment Officer and any recommendations by Gabelli & Company, Inc. analysts. The Chief Investment Officer or the Gabelli & Company, Inc. analysts may be invited to present their viewpoints. If the Director of Proxy Voting Services or the Legal Department believe that the matter before the committee is one with respect to which a conflict of interest may exist between the Advisers and their clients, counsel will provide an opinion to the Committee concerning the conflict. If the matter is one in which the interests of the clients of one or more of Advisers may diverge, counsel will so advise and the Committee may make different recommendations as to different clients. For any matters where the recommendation may trigger appraisal rights, counsel will provide an opinion concerning the likely risks and merits of such an appraisal action. 2 Each matter submitted to the Committee will be determined by the vote of a majority of the members present at the meeting. Should the vote concerning one or more recommendations be tied in a vote of the Committee, the Chairman of the Committee will cast the deciding vote. The Committee will notify the proxy department of its decisions and the proxies will be voted accordingly. Although the Proxy Guidelines express the normal preferences for the voting of any shares not covered by a contrary investment guideline provided by the client, the Committee is not bound by the preferences set forth in the Proxy Guidelines and will review each matter on its own merits. Written minutes of all Proxy Voting Committee meetings will be maintained. The Advisers subscribe to ISS, which supplies current information on companies, matters being voted on, regulations, trends in proxy voting and information on corporate governance issues. If the vote cast either by the analyst or as a result of the deliberations of the Proxy Voting Committee runs contrary to the recommendation of the Board of Directors of the issuer, the matter will be referred to legal counsel to determine whether an amendment to the most recently filed Schedule 13D is appropriate. II. SOCIAL ISSUES AND OTHER CLIENT GUIDELINES If a client has provided special instructions relating to the voting of proxies, they should be noted in the client's account file and forwarded to the proxy department. This is the responsibility of the investment professional or sales assistant for the client. In accordance with Department of Labor guidelines, the Advisers' policy is to vote on behalf of ERISA accounts in the best interest of the plan participants with regard to social issues that carry an economic impact. Where an account is not governed by ERISA, the Advisers will vote shares held on behalf of the client in a manner consistent with any individual investment/voting guidelines provided by the client. Otherwise the Advisers will abstain with respect to those shares. III. CLIENT RETENTION OF VOTING RIGHTS If a client chooses to retain the right to vote proxies or if there is any change in voting authority, the following should be notified by the investment professional or sales assistant for the client. - Operations - Legal Department - Proxy Department - Investment professional assigned to the account 3 In the event that the Board of Directors (or a Committee thereof) of one or more of the investment companies managed by one of the Advisers has retained direct voting control over any security, the Proxy Voting Department will provide each Board Member (or Committee member) with a copy of the proxy statement together with any other relevant information including recommendations of ISS or other third-party services. IV. VOTING RECORDS The Proxy Voting Department will retain a record of matters voted upon by the Advisers for their clients. The Advisers will supply information on how an account voted its proxies upon request. A letter is sent to the custodians for all clients for which the Advisers have voting responsibility instructing them to forward all proxy materials to: [Adviser name] Attn: Proxy Voting Department One Corporate Center Rye, New York 10580-1433 The sales assistant sends the letters to the custodians along with the trading/DTC instructions. Proxy voting records will be retained in compliance with Rule 204-2 under the Investment Advisers Act. V. VOTING PROCEDURES 1. Custodian banks, outside brokerage firms and clearing firms are responsible for forwarding proxies directly to the Advisers. Proxies are received in one of two forms: o Shareholder Vote Authorization Forms ("VAFs") - Issued by Broadridge Financial Solutions, Inc. ("Broadridge") VAFs must be voted through the issuing institution causing a time lag. Broadridge is an outside service contracted by the various institutions to issue proxy materials. o Proxy cards which may be voted directly. 2. Upon receipt of the proxy, the number of shares each form represents is logged into the proxy system according to security. 3. In the case of a discrepancy such as an incorrect number of shares, an improperly signed or dated card, wrong class of security, etc., the issuing custodian is notified by phone. A corrected proxy is requested. Any arrangements are made to insure that a proper proxy is received in time to be voted (overnight delivery, fax, etc.). When securities are out on loan on record date, the custodian is requested to supply written verification. 4 4. Upon receipt of instructions from the proxy committee (see Administrative), the votes are cast and recorded for each account on an individual basis. Records have been maintained on the Proxy Edge system. The system is backed up regularly. Proxy Edge records include: Security Name and Cusip Number Date and Type of Meeting (Annual, Special, Contest) Client Name Adviser or Fund Account Number Directors' Recommendation How GAMCO voted for the client on each issue 5. VAFs are kept alphabetically by security. Records for the current proxy season are located in the Proxy Voting Department office. In preparation for the upcoming season, files are transferred to an offsite storage facility during January/February. 6. Shareholder Vote Authorization Forms issued by Broadridge are always sent directly to a specific individual at Broadridge. 7. If a proxy card or VAF is received too late to be voted in the conventional matter, every attempt is made to vote on one of the following manners: o VAFs can be faxed to Broadridge up until the time of the meeting. This is followed up by mailing the original form. o When a solicitor has been retained, the solicitor is called. At the solicitor's direction, the proxy is faxed. 8. In the case of a proxy contest, records are maintained for each opposing entity. 9. Voting in Person a) At times it may be necessary to vote the shares in person. In this case, a "legal proxy" is obtained in the following manner: o Banks and brokerage firms using the services at Broadridge: The back of the VAF is stamped indicating that we wish to vote in person. The forms are then sent overnight to Broadridge. Broadridge issues individual legal proxies and sends them back via overnight (or the Adviser can pay messenger charges). A lead-time of at least two weeks prior to the meeting is needed to do this. Alternatively, the procedures detailed below for banks not using Broadridge may be implemented. 5 o Banks and brokerage firms issuing proxies directly: The bank is called and/or faxed and a legal proxy is requested. All legal proxies should appoint: "REPRESENTATIVE OF [ADVISER NAME] WITH FULL POWER OF SUBSTITUTION." b) The legal proxies are given to the person attending the meeting along with the following supplemental material: o A limited Power of Attorney appointing the attendee an Adviser representative. o A list of all shares being voted by custodian only. Client names and account numbers are not included. This list must be presented, along with the proxies, to the Inspectors of Elections and/or tabulator at least one-half hour prior to the scheduled start of the meeting. The tabulator must "qualify" the votes (i.e. determine if the vote have previously been cast, if the votes have been rescinded, etc. vote have previously been cast, etc.). o A sample ERISA and Individual contract. o A sample of the annual authorization to vote proxies form. o A copy of our most recent Schedule 13D filing (if applicable). 6 APPENDIX A PROXY GUIDELINES PROXY VOTING GUIDELINES GENERAL POLICY STATEMENT It is the policy of GAMCO INVESTORS, INC. to vote in the best economic interests of our clients. As we state in our Magna Carta of Shareholders Rights, established in May 1988, we are neither FOR nor AGAINST management. We are for shareholders. At our first proxy committee meeting in 1989, it was decided that each proxy statement should be evaluated on its own merits within the framework first established by our Magna Carta of Shareholders Rights. The attached guidelines serve to enhance that broad framework. We do not consider any issue routine. We take into consideration all of our research on the company, its directors, and their short and long-term goals for the company. In cases where issues that we generally do not approve of are combined with other issues, the negative aspects of the issues will be factored into the evaluation of the overall proposals but will not necessitate a vote in opposition to the overall proposals. 7 BOARD OF DIRECTORS The advisers do not consider the election of the Board of Directors a routine issue. Each slate of directors is evaluated on a case-by-case basis. Factors taken into consideration include: o Historical responsiveness to shareholders This may include such areas as: -Paying greenmail -Failure to adopt shareholder resolutions receiving a majority of shareholder votes o Qualifications o Nominating committee in place o Number of outside directors on the board o Attendance at meetings o Overall performance SELECTION OF AUDITORS In general, we support the Board of Directors' recommendation for auditors. BLANK CHECK PREFERRED STOCK We oppose the issuance of blank check preferred stock. Blank check preferred stock allows the company to issue stock and establish dividends, voting rights, etc. without further shareholder approval. CLASSIFIED BOARD A classified board is one where the directors are divided into classes with overlapping terms. A different class is elected at each annual meeting. While a classified board promotes continuity of directors facilitating long range planning, we feel directors should be accountable to shareholders on an annual basis. We will look at this proposal on a case-by-case basis taking into consideration the board's historical responsiveness to the rights of shareholders. 8 Where a classified board is in place we will generally not support attempts to change to an annually elected board. When an annually elected board is in place, we generally will not support attempts to classify the board. INCREASE AUTHORIZED COMMON STOCK The request to increase the amount of outstanding shares is considered on a case-by-case basis. Factors taken into consideration include: o Future use of additional shares -Stock split -Stock option or other executive compensation plan -Finance growth of company/strengthen balance sheet -Aid in restructuring -Improve credit rating -Implement a poison pill or other takeover defense o Amount of stock currently authorized but not yet issued or reserved for stock option plans o Amount of additional stock to be authorized and its dilutive effect We will support this proposal if a detailed and verifiable plan for the use of the additional shares is contained in the proxy statement. CONFIDENTIAL BALLOT We support the idea that a shareholder's identity and vote should be treated with confidentiality. However, we look at this issue on a case-by-case basis. In order to promote confidentiality in the voting process, we endorse the use of independent Inspectors of Election. 9 CUMULATIVE VOTING In general, we support cumulative voting. Cumulative voting is a process by which a shareholder may multiply the number of directors being elected by the number of shares held on record date and cast the total number for one candidate or allocate the voting among two or more candidates. Where cumulative voting is in place, we will vote against any proposal to rescind this shareholder right. Cumulative voting may result in a minority block of stock gaining representation on the board. When a proposal is made to institute cumulative voting, the proposal will be reviewed on a case-by-case basis. While we feel that each board member should represent all shareholders, cumulative voting provides minority shareholders an opportunity to have their views represented. DIRECTOR LIABILITY AND INDEMNIFICATION We support efforts to attract the best possible directors by limiting the liability and increasing the indemnification of directors, except in the case of insider dealing. EQUAL ACCESS TO THE PROXY The SEC's rules provide for shareholder resolutions. However, the resolutions are limited in scope and there is a 500 word limit on proponents' written arguments. Management has no such limitations. While we support equal access to the proxy, we would look at such variables as length of time required to respond, percentage of ownership, etc. FAIR PRICE PROVISIONS Charter provisions requiring a bidder to pay all shareholders a fair price are intended to prevent two-tier tender offers that may be abusive. Typically, these provisions do not apply to board-approved transactions. 10 We support fair price provisions because we feel all shareholders should be entitled to receive the same benefits. Reviewed on a case-by-case basis. GOLDEN PARACHUTES Golden parachutes are severance payments to top executives who are terminated or demoted after a takeover. We support any proposal that would assure management of its own welfare so that they may continue to make decisions in the best interest of the company and shareholders even if the decision results in them losing their job. We do not, however, support excessive golden parachutes. Therefore, each proposal will be decided on a case-by-case basis. NOTE: CONGRESS HAS IMPOSED A TAX ON ANY PARACHUTE THAT IS MORE THAN THREE TIMES THE EXECUTIVE'S AVERAGE ANNUAL COMPENSATION. ANTI-GREENMAIL PROPOSALS We do not support greenmail. An offer extended to one shareholder should be extended to all shareholders equally across the board. LIMIT SHAREHOLDERS' RIGHTS TO CALL SPECIAL MEETINGS We support the right of shareholders to call a special meeting. CONSIDERATION OF NONFINANCIAL EFFECTS OF A MERGER This proposal releases the directors from only looking at the financial effects of a merger and allows them the opportunity to consider the merger's effects on employees, the community, and consumers. 11 As a fiduciary, we are obligated to vote in the best economic interests of our clients. In general, this proposal does not allow us to do that. Therefore, we generally cannot support this proposal. Reviewed on a case-by-case basis. MERGERS, BUYOUTS, SPIN-OFFS, RESTRUCTURINGS Each of the above is considered on a case-by-case basis. According to the Department of Labor, we are not required to vote for a proposal simply because the offering price is at a premium to the current market price. We may take into consideration the long term interests of the shareholders. MILITARY ISSUES Shareholder proposals regarding military production must be evaluated on a purely economic set of criteria for our ERISA clients. As such, decisions will be made on a case-by-case basis. In voting on this proposal for our non-ERISA clients, we will vote according to the client's direction when applicable. Where no direction has been given, we will vote in the best economic interests of our clients. It is not our duty to impose our social judgment on others. NORTHERN IRELAND Shareholder proposals requesting the signing of the MacBride principles for the purpose of countering the discrimination of Catholics in hiring practices must be evaluated on a purely economic set of criteria for our ERISA clients. As such, decisions will be made on a case-by-case basis. In voting on this proposal for our non-ERISA clients, we will vote according to client direction when applicable. Where no direction has been given, we will vote in the best economic interests of our clients. It is not our duty to impose our social judgment on others. 12 OPT OUT OF STATE ANTI-TAKEOVER LAW This shareholder proposal requests that a company opt out of the coverage of the state's takeover statutes. Example: Delaware law requires that a buyer must acquire at least 85% of the company's stock before the buyer can exercise control unless the board approves. We consider this on a case-by-case basis. Our decision will be based on the following: o State of Incorporation o Management history of responsiveness to shareholders o Other mitigating factors POISON PILL In general, we do not endorse poison pills. In certain cases where management has a history of being responsive to the needs of shareholders and the stock is very liquid, we will reconsider this position. REINCORPORATION Generally, we support reincorporation for well-defined business reasons. We oppose reincorporation if proposed solely for the purpose of reincorporating in a state with more stringent anti-takeover statutes that may negatively impact the value of the stock. STOCK OPTION PLANS Stock option plans are an excellent way to attract, hold and motivate directors and employees. However, each stock option plan must be evaluated on its own merits, taking into consideration the following: o Dilution of voting power or earnings per share by more than 10% o Kind of stock to be awarded, to whom, when and how much o Method of payment o Amount of stock already authorized but not yet issued under existing stock option plans 13 SUPERMAJORITY VOTE REQUIREMENTS Supermajority vote requirements in a company's charter or bylaws require a level of voting approval in excess of a simple majority of the outstanding shares. In general, we oppose supermajority-voting requirements. Supermajority requirements often exceed the average level of shareholder participation. We support proposals' approvals by a simple majority of the shares voting. LIMIT SHAREHOLDERS RIGHT TO ACT BY WRITTEN CONSENT Written consent allows shareholders to initiate and carry on a shareholder action without having to wait until the next annual meeting or to call a special meeting. It permits action to be taken by the written consent of the same percentage of the shares that would be required to effect proposed action at a shareholder meeting. Reviewed on a case-by-case basis. 14 ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. PORTFOLIO MANAGER Mr. Mario J. Gabelli, CFA, is primarily responsible for the day-to-day management of The Gabelli Utility Trust, (the Trust). Mr. Gabelli has served as Chairman, Chief Executive Officer, and Chief Investment Officer-Value Portfolios of GAMCO Investors, Inc. and its affiliates since their organization. MANAGEMENT OF OTHER ACCOUNTS The table below shows the number of other accounts managed by Mario J. Gabelli and the total assets in each of the following categories: registered investment companies, other paid investment vehicles and other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.

Total Assets No. of Accounts in Accounts Name of Portfolio Total where Advisory where Advisory Manager or No. of Accounts Fee is Based on Fee is Based Team Member Type of Accounts Managed Total Assets Performance on Performance ------------------- ---------------- --------------- ------------ --------------- -------------- 1. Mario J. Gabelli Registered 24 10.3B 6 3.2B Investment Companies: Other Pooled 22 355.1M 19 316.4M Investment Vehicles: Other Accounts: 2,049 8.1B 6 994.1M

POTENTIAL CONFLICTS OF INTEREST As reflected above, Mr. Gabelli manages accounts in addition to the Trust. Actual or apparent conflicts of interest may arise when a Portfolio Manager also has day-to-day management responsibilities with respect to one or more other accounts. These potential conflicts include: ALLOCATION OF LIMITED TIME AND ATTENTION. As indicated above, Mr. Gabelli manages multiple accounts. As a result, he will not be able to devote all of his time to management of the Trust. Mr. Gabelli, therefore, may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he were to devote all of his attention to the management of only the Trust. ALLOCATION OF LIMITED INVESTMENT OPPORTUNITIES. As indicated above, Mr. Gabelli manages managed accounts with investment strategies and/or policies that are similar to the Trust. In these cases, if the he identifies an investment opportunity that may be suitable for multiple accounts, a Fund may not be able to take full advantage of that opportunity because the opportunity may be allocated among all or many of these accounts or other accounts managed primarily by other Portfolio Managers of the Adviser, and their affiliates. In addition, in the event Mr. Gabelli determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. SELECTION OF BROKER/DEALERS. Because of Mr. Gabelli's position with the Distributor and his indirect majority ownership interest in the Distributor, he may have an incentive to use the Distributor to execute portfolio transactions for a Fund. PURSUIT OF DIFFERING STRATEGIES. At times, Mr. Gabelli may determine that an investment opportunity may be appropriate for only some of the accounts for which he exercises investment responsibility, or may decide that certain of the funds or accounts should take differing positions with respect to a particular security. In these cases, he may execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other accounts. VARIATION IN COMPENSATION. A conflict of interest may arise where the financial or other benefits available to Mr. Gabelli differ among the accounts that he manages. If the structure of the Adviser's management fee or the Portfolio Manager's compensation differs among accounts (such as where certain accounts pay higher management fees or performance-based management fees), the Portfolio Manager may be motivated to favor certain accounts over others. The Portfolio Manager also may be motivated to favor accounts in which he has an investment interest, or in which the Adviser, or their affiliates have investment interests. Similarly, the desire to maintain assets under management or to enhance a Portfolio Manager's performance record or to derive other rewards, financial or otherwise, could influence the Portfolio Manager in affording preferential treatment to those accounts that could most significantly benefit the Portfolio Manager. For example, as reflected above, if Mr. Gabelli manages accounts which have performance fee arrangements, certain portions of his compensation will depend on the achievement of performance milestones on those accounts. Mr. Gabelli could be incented to afford preferential treatment to those accounts and thereby by subject to a potential conflict of interest. The Adviser, and the Funds have adopted compliance policies and procedures that are designed to address the various conflicts of interest that may arise for the Adviser and their staff members. However, there is no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual or potential conflict may arise. COMPENSATION STRUCTURE FOR MARIO J. GABELLI Mr. Gabelli receives incentive-based variable compensation based on a percentage of net revenues received by the Adviser for managing the Trust. Net revenues are determined by deducting from gross investment management fees the firm's expenses (other than Mr. Gabelli's compensation) allocable to this Trust. Five closed-end registered investment companies (including this Trust) managed by Mr. Gabelli have arrangements whereby the Adviser will only receive its investment advisory fee attributable to the liquidation value of outstanding preferred stock (and Mr. Gabelli would only receive his percentage of such advisory fee) if certain performance levels are met. Additionally, he receives similar incentive based variable compensation for managing other accounts within the firm and its affiliates. This method of compensation is based on the premise that superior long-term performance in managing a portfolio should be rewarded with higher compensation as a result of growth of assets through appreciation and net investment activity. The level of compensation is not determined with specific reference to the performance of any account against any specific benchmark. One of the other registered investment companies managed by Mr. Gabelli has a performance (fulcrum) fee arrangement for which his compensation is adjusted up or down based on the performance of the investment company relative to an index. Mr. Gabelli manages other accounts with performance fees. Compensation for managing these accounts has two components. One component is based on a percentage of net revenues to the investment adviser for managing the account. The second component is based on absolute performance of the account, with respect to which a percentage of such performance fee is paid to Mr. Gabelli. As an executive officer of the Adviser's parent company, GBL, Mr. Gabelli also receives ten percent of the net operating profits of the parent company. He receives no base salary, no annual bonus, and no stock options. OWNERSHIP OF SHARES IN THE FUND Mario Gabelli owned over $1,000,000 of shares of the Trust as of December 31, 2008. (B) Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. REGISTRANT PURCHASES OF EQUITY SECURITIES

(c) TOTAL NUMBER OF (d) MAXIMUM NUMBER (OR SHARES (OR UNITS) APPROXIMATE DOLLAR VALUE) OF (a) TOTAL NUMBER OF PURCHASED AS PART OF SHARES (OR UNITS) THAT MAY YET SHARES (OR UNITS) (b) AVERAGE PRICE PAID PER PUBLICLY ANNOUNCED PLANS BE PURCHASED UNDER THE PLANS PERIOD PURCHASED SHARE (OR UNIT) OR PROGRAMS OR PROGRAMS -------- ------------------------ ----------------------------- -------------------------- ------------------------------ Month #1 Common - N/A Common - N/A Common - N/A Common - 30,229,717 07/01/08 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - 1,183,700 07/31/08 Month #2 Common - N/A Common - N/A Common - N/A Common - 30,259,122 08/01/08 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - 1,183,700 08/31/08 Month #3 Common - N/A Common - N/A Common - N/A Common - 30,288,610 09/01/08 through Preferred Series A - 100 Preferred Series A - $21.0000 Preferred Series A - 100 Preferred Series A - 1,183,700 09/30/08 - 100 = 1,183,600 Month #4 Common - N/A Common - N/A Common - N/A Common - 30,331,251 10/01/08 through Preferred Series A - Preferred Series A - $19.5250 Preferred Series A - 6,533 Preferred Series A - 1,183,600 10/31/08 6,533 - 6,533 = 1,177,067 Month #5 Common - N/A Common - N/A Common - N/A Common - 30,380,197 11/01/08 through Preferred Series A - Preferred Series A - $20.5640 Preferred Series A - 1,283 Preferred Series A - 1,177,067 11/30/08 1,283 - 1,283 = 1,175,784 Month #6 Common - N/A Common - N/A Common - N/A Common - 30,430,026 12/01/08 through Preferred Series A - Preferred Series A - $20.9708 Preferred Series A - 2,760 Preferred Series A - 1,175,784 12/31/08 2,760 - 2,760 = 1,173,024 Total Common - N/A Common - N/A Common - N/A N/A Preferred Series A - Preferred Series A - $19.9248 Preferred Series A - 10,767 10,767

Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced: a. The date each plan or program was announced - The notice of the potential repurchase of common and preferred shares occurs quarterly in the Fund's quarterly report in accordance with Section 23(c) of the Investment Company Act of 1940, as amended. b. The dollar amount (or share or unit amount) approved - Any or all common shares outstanding may be repurchased when the Fund's common shares are trading at a discount of 10% or more from the net asset value of the shares. Any or all preferred shares outstanding may be repurchased when the Fund's preferred shares are trading at a discount to the liquidation value of $25.00. c. The expiration date (if any) of each plan or program - The Fund's repurchase plans are ongoing. d. Each plan or program that has expired during the period covered by the table - The Fund's repurchase plans are ongoing. e. Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. - The Fund's repurchase plans are ongoing. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Gabelli Utility Trust ------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ---------------------------------------- Bruce N. Alpert, Principal Executive Officer Date 3/9/09 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Bruce N. Alpert ---------------------------------------- Bruce N. Alpert, Principal Executive Officer Date 3/9/09 By (Signature and Title)* /s/ Agnes Mullady ---------------------------------------- Agnes Mullady, Principal Financial Officer and Treasurer Date 3/9/09 * Print the name and title of each signing officer under his or her signature.