Edgar Filing: Gabelli Global Deal Fund

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Sec. 240.14a-12

THE GABELLI GLOBAL DEAL FUND
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE GABELLI GLOBAL DEAL FUND

One Corporate Center
Rye, New York 10580-1422
(914) 921-5070

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2010

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To the Shareholders of
THE GABELLI GLOBAL DEAL FUND

Notice is hereby given that the Annual Meeting of Shareholders of The
Gabelli Global Deal Fund, a Delaware statutory trust (the "Fund"), will be held
on Monday, May 17, 2010, at 8:30 a.m., at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 and at any
adjournments thereof (the "Meeting"), for the following purposes:

1. To elect three (3) Trustees of the Fund, two (2) Trustees to be
elected by the holders of the Fund's Common Shares and holders of its
Series A Cumulative Callable Preferred Shares (the "Preferred
Shares"), voting together as a single class, and one (1) Trustee to be
confirmed and elected by the holders of the Fund's Preferred Shares,
voting as a separate class (PROPOSAL 1); and

2. To consider and vote upon such other matters, including adjournments,
as may properly come before said Meeting or any adjournments thereof.

These items are discussed in greater detail in the attached Proxy
Statement.

The close of business on March 15, 2010 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE VOTE
PROMPTLY. INSTRUCTIONS FOR THE PROPER VOTING AND/OR EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER. SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR
THE INTERNET BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIALS. ALTERNATIVELY, SHAREHOLDERS MAY
SUBMIT VOTING INSTRUCTIONS BY SIGNING AND DATING THE PROXY CARD AND RETURNING IT
IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

By Order of the Board of Trustees,

PETER D. GOLDSTEIN
ACTING SECRETARY

April 7, 2010

INSTRUCTIONS FOR SIGNING PROXY CARDS TO BE RETURNED BY MAIL

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.

3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION VALID SIGNATURE

CORPORATE ACCOUNTS

(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe

CUSTODIAN OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor

INSTRUCTIONS FOR TELEPHONE/INTERNET VOTING

Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet for shares held through such firms.
Instructions for Internet and telephonic voting are included with each of the
Notice of Internet Availability of Proxy Materials and the proxy card.

THE GABELLI GLOBAL DEAL FUND

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ANNUAL MEETING OF SHAREHOLDERS

MAY 17, 2010

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board," the members of which are referred
to as "Trustees") of The Gabelli Global Deal Fund, a Delaware statutory trust
(the "Fund") for use at the Annual Meeting of Shareholders of the Fund to be
held on Monday, May 17, 2010, at 8:30 a.m., at The Cole Auditorium, The
Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at
any adjournments thereof (the "Meeting"). A Notice of Internet Availability of
Proxy Materials is being mailed on April 7, 2010.

In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of American Stock Transfer & Trust Company
("AST"), the Fund's transfer agent, and affiliates of AST or other
representatives of the Fund may also solicit proxies by telephone, telegraph,
Internet, or in person. In addition, the Fund has retained The Altman Group to
assist in the solicitation of proxies for a fee of $750 plus reimbursement of
expenses. The Fund will pay the costs of the proxy solicitation and the expenses
incurred in connection with preparing, printing and mailing the Proxy Statement
and its enclosures. The Fund will also reimburse brokerage firms and others for
their expenses in forwarding solicitation materials to the beneficial owners of
its shares.

THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2009, IS AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT ONE CORPORATE CENTER,
RYE, NEW YORK 10580-1422, BY CALLING THE FUND AT 800-422-3554, OR VIA THE
INTERNET AT www.gabelli.com.

If the proxy is properly executed and returned in time to be voted at the
Meeting, the Shares (as defined below) represented thereby will be voted "FOR"
the election of the nominees as Trustees as described in this Proxy Statement,
unless instructions to the contrary are marked thereon, and at the discretion of
the proxy holders as to the transaction of any other business that may properly
come before the Meeting. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Meeting and
voting his or her shares in person or by submitting a letter of revocation or a
later-dated proxy to the Fund at the above address prior to the date of the
Meeting.

A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of one-third of the outstanding shares of the Fund entitled
to vote at the Meeting. In the event a quorum is not present at the Meeting, or
in the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to such adjournment if sufficient votes
have been received for approval and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of such adjournment and will vote those proxies
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
130 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.

The close of business on March 15, 2010 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.

The Fund has two classes of capital stock outstanding: common shares, par
value $0.001 per share (the "Common Shares"), and Series A Cumulative Callable
Preferred Shares, par value $0.001 per share (the "Preferred Shares" and
together with the Common Shares, the "Shares"). The holders of the Common Shares
and Preferred Shares are each entitled to one vote for each full share held. On
the record date, there were 21,177,810 Common Shares and 1,920,242 Preferred
Shares outstanding.

The following person was known to the Fund to be beneficial owner of more
than 5% of each of the Fund's outstanding Common and Preferred Shares as of the
record date:

NAME AND ADDRESS OF AMOUNT OF SHARES
BENEFICIAL OWNER(S) TITLE OF CLASS AND NATURE OF OWNERSHIP PERCENT OF CLASS
------------------- -------------- ----------------------- ----------------

Mario J. Gabelli and affiliates Common 1,332,962 (beneficial)(1) 6.3%
One Corporate Center
Rye, New York 10580-1422 Preferred 687,620 (beneficial)(2) 3.6%

(1) Comprised of 65,549 Common Shares owned directly by Mr. Gabelli, 28,200
Common Shares owned by a family partnership for which Mr. Gabelli serves as
general partner, 7,174 Common Shares owned by a subsidiary of GAMCO
Investors Inc., 88,859 Common Shares owned by GGCP, Inc., a parent company
of GAMCO Investors, Inc., 16,567 Common Shares owned by GPJ Retirement
Partners, LLC in which Mr. Gabelli has less than 100% interest and
disclaims beneficial ownership of the Shares held by this entity; which are
in excess of this indirect pecuniary interest, and 1,126,613 Common Shares
owned by GAMCO Investors, Inc. or its affiliates. Mr Gabelli disclaims
beneficial ownership of the Shares held by the discretionary accounts and
by the entities named except to the extent of his interest in such
entities.

(2) Comprised of 310,166 Preferred Shares owned directly by Mr. Gabelli,
140,000 Preferred Shares owned by a family partnership for which Mr.
Gabelli serves as general partner, and 237,454 Preferred Shares owned by
GAMCO Investors, Inc. or its affiliates. Mr. Gabelli disclaims beneficial
ownership of the Shares held by the discretionary accounts and by the
entities named except to the extent of his interest in such entities.

Lazard Asset Management LLC Common 2,801,211(beneficial) 13.2%
30 Rockefeller Plaza
New York, New York 10112

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PROPOSAL COMMON SHAREHOLDERS PREFERRED SHAREHOLDERS
-------- ---------------------------------- --------------------------------------

1. Election of Common and Preferred Shareholders, Common and Preferred Shareholders,
Trustees voting together as a single class, voting together as a single class,
vote to elect two Trustees: vote to elect two Trustees:
Edward T. Tokar Edward T. Tokar
Salvatore J. Zizza Salvatore J. Zizza

Preferred Shareholders, voting as a
separate class, vote to elect one
Trustee for the remainder of his term:
Anthony J. Colavita

2. Other Business Common and Preferred Shareholders, voting together as a single class

In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

PROPOSAL 1: TO ELECT THREE (3) TRUSTEES OF THE FUND

NOMINEES FOR THE BOARD OF TRUSTEES

The Board consists of nine Trustees, seven of whom are not "interested
persons" of the Fund (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")). The Fund divides the Board into three classes, each
class having a term of three years. Each year the term of office of one class
will expire. Anthony J. Colavita, Edward T. Tokar, and Salvatore J. Zizza have
each been nominated by the Board for election to serve for a three-year term to
expire at the Fund's 2013 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. Each of the Trustees of the Fund has
served in that capacity since the November 8, 2006 organizational meeting of the
Fund. All of the Trustees of the Fund are also directors or trustees of other
investment companies for which Gabelli Funds, LLC (the "Adviser") or its
affiliates serve as investment adviser. The classes of Trustees are indicated
below:

NOMINEES TO SERVE UNTIL 2013 ANNUAL MEETING OF SHAREHOLDERS
Anthony J. Colavita
Edward T. Tokar
Salvatore J. Zizza

TRUSTEES SERVING UNTIL 2012 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Mario d'Urso
Michael J. Melarkey

TRUSTEES SERVING UNTIL 2011 ANNUAL MEETING OF SHAREHOLDERS
James P. Conn
Clarence A. Davis
Arthur V. Ferrara

Under the Fund's Declaration of Trust, Statement of Preferences, and the
1940 Act, holders of the Fund's outstanding Preferred Shares, voting as a
separate class, are entitled to elect two Trustees, and holders of the Fund's
outstanding Common Shares and Preferred Shares, voting together as a single
class, are entitled to elect the remaining Trustees, subject to the provisions
of the 1940 Act and the Fund's Declaration of Trust, Statement of Preferences,
and By-Laws. The holders of the Fund's outstanding Preferred Shares would be
entitled to elect the minimum number of additional Trustees that would represent
a majority of the Trustees in the event that dividends on the Fund's Preferred
Shares are in arrears for two full years. No dividend arrearages exist as of the
date of this Proxy Statement. Mr. Colavita is a nominee for election as Trustee
at the Meeting to be elected solely by the holders of the Fund's Preferred
Shares. A quorum of the Preferred Shareholders must be present at the Meeting in
order for the proposal to elect Mr. Colavita to be considered.

Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Trustee if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.

INFORMATION ABOUT TRUSTEES AND OFFICERS

Set forth in the table below are the existing Trustees, including those
Trustees who are not considered "interested persons," as defined in the 1940 Act
(the "Independent Trustees"), three of whom are nominated for re-election for
election to the Board of the Fund and officers of the Fund, including
information relating to their respective positions held with the Fund, a brief
statement of their principal occupations and, in the case of the Trustees, their
other directorships during the past five years (excluding other funds managed by
the Adviser), if any.

NUMBER OF
PORTFOLIOS IN
FUND
TERM OF OFFICE OTHER DIRECTORSHIPS HELD COMPLEX(3)
NAME, POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATION(S) BY TRUSTEE DURING OVERSEEN BY
ADDRESS(1) AND AGE TIME SERVED(2) DURING PAST FIVE YEARS PAST FIVE YEARS TRUSTEE
------------------ ---------------- ----------------------------- -------------------------- -------------

INTERESTED TRUSTEES/NOMINEES(4):

MARIO J. GABELLI Since 2006** Chairman and Chief Executive Director of Morgan Group 26
Trustee and Officer of GAMCO Investors, Holdings, Inc. (holding
Chief Investment Officer Inc. and Chief Investment company); Chairman of the
Age: 67 Officer - Value Portfolios of Board of LICT Corp.
Gabelli Funds, LLC and GAMCO (multimedia and
Asset Management Inc.; communication services);
Director/Trustee or Chief Director of CIBL, Inc.
Investment Officer of other (broadcasting and wireless
registered investment communications)
companies in the
Gabelli/GAMCO Funds complex;
Chief Executive Officer of
GGCP, Inc.

EDWARD T. TOKAR Since 2006* Senior Managing Director of Director of CH Energy 2
Trustee Beacon Trust Company (trust Group (energy services);
Age: 62 services) since 2004; Chief Trustee of Levco Series
Executive Officer of Allied Trust Mutual Funds through
Capital Management LLC 2005; Director of DB Hedge
(1997-2004); Vice President Strategies Fund through March
of Honeywell International 2007; Director of Topiary
Inc. (1977-2004); Director Fund for Benefit Plan Investors
Teton Advisors, Inc. (BPI) LLC through December 2007
(financial services
2008-present)

INDEPENDENT TRUSTEES/NOMINEES(5):

ANTHONY J. COLAVITA Since 2006* President of the law firm of -- 34
Trustee Anthony J. Colavita, P.C.
Age: 74

JAMES P. CONN Since 2006*** Former Managing Director and -- 18
Trustee Chief Investment Officer of
Age: 72 Financial Security Assurance
Holdings Ltd. (insurance holding
company (1992-1998)

CLARENCE A. DAVIS Since 2006*** Former Chief Executive Director of Oneida Ltd. 2
Trustee Officer of Nestor, Inc.; (kitchenware); (2005-2006)
Age: 68 (2007-2009) Former Chief Director of Telephone &
Operating Officer (2000-2005) Data Systems, Inc.
and Chief Financial Officer (telephone services);
(1999-2000) of the American Director of Pennichuck
Institute of Certified Public Corp. (water supply);
Accountants Director of Sonesta
International Hotels Corp.
(hotels); (2005-2006)

Mario d'Urso Since 2006** Chairman of Mittel Capital -- 5
Trustee Markets S.p.A. (2001-2008);
Age: 69 Senator in the Italian
Parliament (1996-2001)

INDEPENDENT TRUSTEES/NOMINEES(5):

ARTHUR V. FERRARA Since 2006*** Former Chairman of the Board -- 8
Trustee and Chief Executive Officer
Age: 79 of The Guardian Life
Insurance Company of America
(1992-1995)

MICHAEL J. MELARKEY Since 2006** Partner in the law firm of Director of Southwest Gas 5
Trustee Avansino, Melarkey, Knobel, Corporation (natural gas
Age: 60 Mulligan & McKenzie utility)

SALVATORE J. ZIZZA Since 2006* Chairman and Chief Executive Director of Harbor 28
Trustee Officer of Zizza & Co., Ltd. BioSciences, Inc.
Age: 64 (private holding company) and (biotechnology) and
Chief Executive Officer of Trans-Lux Corporation
General Employment (business services);
Enterprises, Inc. Chairman of each of BAM
(manufacturing);
Metropolitan Paper
Recycling (recycling);
Bergen Cove Realty Inc.
(real estate); Bion
Environmental Technologies
(technology) (2005-2008);
Director of Earl Scheib
Inc. (automotive painting)
through April 2009

OFFICERS(6):

BRUCE N. ALPERT Since 2006 Since Executive Vice President
President March 2010 (since 1999) and Chief
Acting Treasurer Operating Officer (since 1988)
Age: 58 of Gabelli Funds, LLC, Chairman
of Teton Advisors, Inc. since
July 2008 and Director and
President from 1998 through June
2008; Senior Vice President of
GAMCO Investors, Inc. since
2008; Officer of all of the
registered investment
companies in the
Gabelli/GAMCO Fund Complex
since 1988

CARTER W. AUSTIN Since 2006 Vice President of the Fund
Vice President since 2006; Vice President of
Age: 43 other registered investment
companies in the
Gabelli/GAMCO Fund Complex;
Vice President of Gabelli
Funds, LLC since 1996

PETER D. GOLDSTEIN Since 2006 Director of Regulatory
Chief Compliance Officer Since March 2010 Affairs for GAMCO Investors,
Acting Secretary Inc. since 2004; Chief
Age: 57 Compliance Officer of all of
the registered investment
companies in the
Gabelli/GAMCO Fund Complex

LAURISSA MARTIRE Since February Ombudsman of the Fund since
Ombudsman 2010 2010; Vice President or Ombudsman
Age: 33 of other registered investment
companies in the Gabelli/
GAMCO Fund Complex; Assistant
Vice President of GAMCO
Investors, Inc. since 2003

AGNES MULLADY(7) Since 2006 Senior Vice President of
Treasurer and Secretary GAMCO Investors, Inc. since
Age: 51 2009; Vice President of
Gabelli Funds, LLC since
2007; Officer of all of the
registered investment
companies in the
Gabelli/GAMCO Fund Complex;
Senior Vice President of U.S.
Trust Company, N.A. and
Treasurer and Chief Financial
Officer of Excelsior Funds
from 2004-2005

OFFICERS(6):

DELIAN NAYDENOV Since 2009 Vice President of the Fund
Assistant Vice President since 2009; Assistant Vice
and Ombudsman President of Gabelli Funds,
Age: 32 LLC since 2006; Member of
the professional staff of
Gabelli Funds, LLC since 2004

DAVID I. SCHACHTER Since 2006 Vice President of the Fund
Vice President since 2006; Vice President
Age: 56 of other registered
investment companies in the
Gabelli/GAMCO Funds
Complex; Vice President of
Gabelli & Company, Inc.
since 1999

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(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.

(3) The "Fund Complex" or the "Gabelli/GAMCO Fund Complex" includes all the
registered funds that are considered part of the same fund complex as the
Fund because they have common or affiliated investment advisers.

(4) "Interested person" of the Fund as defined in the 1940 Act. Mr. Gabelli is
considered to be an "interested person" of the Fund because of his
affiliation with the Fund's Adviser and Gabelli & Company, Inc., which
executes portfolio transactions for the Fund, and as a controlling
shareholder because of the level of his ownership of common shares of the
Fund. Mr. Tokar is considered to be an "interested person" of the Fund as a
result of his son's employment by an affiliate of the Adviser.

(5) Trustees who are not considered to be "interested persons" of the Fund as
defined in the 1940 Act are considered to be "Independent" Trustees.

(6) 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.

(7) Agnes Mullady is on leave of absence for a limited period of time.

* Nominee to serve, if elected, until the Fund's 2013 Annual Meeting of
Shareholders and until his successor is duly elected and qualified.

** Term continues until the Fund's 2012 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.

*** Term continues until the Fund's 2011 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.

The Board believes that each Trustee's experience, qualifications,
attributes or skills on an individual basis and in combination with those of
other Trustees lead to the conclusion that each Trustee should serve in such
capacity. Among the attributes or skills common to all Trustees are their
ability to review critically and to evaluate, question and discuss information
provided to them, to interact effectively with the other Trustees, the Adviser,
the sub-administrator, other service providers, counsel and the Fund's
independent registered public accounting firm, and to exercise effective and
independent business judgment in the performance of their duties as Trustees.
Each Trustee's ability to perform his duties effectively has been attained in
large part through the Trustee's business, consulting or public service
positions and through experience from service as a member of the Board and one
or more of the other funds in the Gabelli/GAMCO Fund Complex, public companies,
or non-profit entities or other organizations as set forth above and below. Each
Trustee's ability to perform his duties effectively also has been enhanced by
his education, professional training and other life experiences.

ANTHONY J. COLAVITA, ESQ. Mr. Colavita is a practicing attorney with over
49 years of experience. He is the Chair of the Fund's Nominating Committee and
is a member of the Fund's Audit Committee. Mr. Colavita also serves on
comparable or other board committees with respect to other funds in the Fund
Complex on whose boards he sits. Mr. Colavita also serves as a Trustee of a
charitable remainder unitrust. He formerly served as a Commissioner of the New
York State Thruway Authority and as a Commissioner of the New York State Bridge
Authority. He served for ten years as the elected Supervisor of the Town of
Eastchester, New York, responsible for ten annual municipal budgets of
approximately eight million dollars per year. Mr. Colavita formerly served as
special counsel to the New York State Assembly for five years and as a Senior
Attorney with the New York State Insurance Department. He was also formerly
Chairman of the Westchester County Republican Party and the New York State
Republican Party. Mr. Colavita received his Bachelor of Arts from Fairfield
University and his Juris Doctor from Fordham University School of Law.

JAMES P. CONN. Mr. Conn is the lead independent Trustee of the Fund, is a
member of the Fund's Proxy Voting Committee and also serves on comparable or
other board committees for other funds in the Fund Complex on whose boards he
sits. He was a senior business executive of an insurance holding company for
much of his career, including service as Chief Investment Officer, and has been
a director of several public companies in banking and other industries, for some
of which he was lead Director and/or Chair of various committees. Mr. Conn
received his Bachelor of Science in Business Administration from Santa Clara
University.

CLARENCE A. DAVIS. Mr. Davis was the CEO of Nestor, Inc. until January 2009
and was a director of the company until it went into receivership in June 2009.
He is a member of the Fund's Audit Committee and also serves on the board of
other funds in the Fund Complex. Mr. Davis formerly served as the Chief
Operating Officer and Chief Financial Officer of the American Institute of
Certified Public Accountants. Mr. Davis also has served as an Audit Committee
member and Director of a kitchenware company, a water supply company, and a
hotel company. Mr. Davis founded Clarence A. Davis Enterprises, Inc., which
provided financial and organizational consulting, due diligence for acquisitions
and forensic accounting for various industries for eight years. Mr. Davis was a
Senior Audit Partner for 12 years, which encompassed a career of 23 years in
public accounting for Spicer & Oppenheim. He formerly served as Chairman of the
Accountants for Public Interest/Support Center of New York. Mr. Davis was
appointed to the American Red Cross Liberty Fund and September 11 Recovery
Oversight Commission; the New York State Board of Public Accountancy; and the
Future Issues Committee of the American Institute of Certified Public
Accountants. He has served as a Consultant for the American Red Cross National
Office. Also, Mr. Davis was a faculty member of the Long Island University
Brooklyn Center; the New York Institute of Finance; and the Foundation for
Accounting Education. Mr. Davis received a Bachelor of Science Degree in
Accounting from Long Island University.

MARIO D'URSO. Mr. d'Urso was formerly a Senator and Undersecretary of
Commerce in the Italian government. He is a member of the board of other funds
in the Fund Complex. He is a former Chairman of Mittel Capital Market S.p.A., a
boutique investment bank headquartered in Italy, and a former Partner and
Managing Director of Kuhn Loeb & Co. and Shearson Lehman Brothers Co. He
previously served as President of The Italy Fund, a closed-end fund investing
mainly in Italian listed and non-listed companies. Mr. d'Urso received his
Masters Degree in comparative law from George Washington University and was
formerly a practicing attorney in Italy.

ARTHUR V. FERRARA. Mr. Ferrara is the Former Chairman of the Board and
Chief Executive Officer of The Guardian Life Insurance Company of America and
formerly served on the boards of The Guardian Insurance and Annuity Company and
funds managed by Guardian Investor Services Corporation. He also is a former
Chairman of the Life Insurance Council of New York Inc. He is also Chairman of
the Fund's Pricing Committee and a member of the Fund's Proxy Voting Committee
and also serves on comparable or other board committees with respect to other
funds in the Fund Complex, on whose boards he sits. Mr. Ferrara also is a member
of the multi-fund ad hoc Compensation Committee (described below under
"Trustees--Leadership Structure and Oversight Responsibilities") relating to
certain offices of the closed end funds in the Fund Complex. Mr. Ferrara
received his Bachelor of Science in Business Administration from the College of
the Holy Cross.

MARIO J. GABELLI. Mr. Gabelli is Chief Investment Officer of the Fund. He
also currently serves as Chairman of the boards of other funds in the Fund
Complex. Mr. Gabelli is presently Chairman and Chief Executive Officer of GAMCO
Investors, Inc. ("GAMCO"), a NYSE-listed investment advisory firm. He is also
the Chief Investment Officer of Value Portfolios of Gabelli Funds, LLC, and
GAMCO Asset Management, Inc., which are each asset management subsidiaries of
GAMCO. In addition, Mr. Gabelli is Chief Executive Officer and a director and
the controlling shareholder of GGCP, Inc., an investment holding company that
holds a majority interest in GAMCO. Mr. Gabelli also sits on the boards of other
publicly traded companies and private firms, and various charitable foundations
and educational institutions, including as a Trustee of Boston College and as a
member of the Board of Overseers of Columbia University School of Business. Mr.
Gabelli received his Bachelors degree from Fordham University and his Masters of
Business Administration from Columbia University School of Business.

MICHAEL J. MELARKEY. Mr. Melarkey is a practicing attorney specializing in
business, estate planning, and gaming regulatory work with over 34 years of
experience. He serves as a member of the nominating committee with respect to
some of the other funds in the Fund Complex on whose boards he sits. He is
currently a Director of a natural gas utility company and chairs its Nominating
and Corporate Governance Committee. Mr. Melarkey also is a member of the
multi-fund ad hoc Compensation Committee relating to certain offices of the
closed end funds in the Fund Complex. Mr. Melarkey also acts as a Trustee and
officer for several private charitable organizations, is an owner of two
northern Nevada casinos and a real estate development company, and acts as a
trustee of one and an officer of another private oil and gas company. Mr.
Melarkey received his Bachelor of Arts from the University of Nevada, Reno, his
Juris Doctor from the University of San Francisco School of Law, and his Masters
of Law in Taxation from New York University Law School.

EDWARD T. TOKAR. Mr. Tokar has been the Senior Managing Director of Beacon
Trust Company, a trust services company since 2004. He serves as Chairman of the
Fund's Pricing and Proxy Voting Committees. He has been a Director of Teton
Advisors, Inc. since 2008. Mr. Tokar also serves as a Director of an energy
services company. He was previously the Chief Executive Officer of Allied
Capital Management LLC and Vice President -- Investments of Honeywell
International Inc. ("Honeywell"). Mr. Tokar formerly served as a Director or
Trustee of DB Hedge Strategies Fund, Topiary Fund for Benefit Plan Investors
(BPI) LLC and Levco Series Trust Mutual Funds. Mr. Tokar has over 35 years of
investment experience in managing and directing investments in public and
private securities involving stocks, bonds, high yield securities, private
placements, international investments, and various partnership participations.
As the former Vice President of Investments of Honeywell and Chief Executive
Officer of Allied Capital Management LLC, he was responsible for the investment
of employee benefit fund assets worldwide, where his operations were widely
recognized for excellence. He is Trustee Emeritus of the College of William &
Mary, and currently serves on the Board of the William & Mary School of Business
Foundation. Mr. Tokar has served on numerous advisory boards and professional
organizations throughout his career. He is a Certified Public Accountant. Mr.
Tokar graduated from the University of Maryland, with a Bachelor of Science
degree with High Honors, and received a Masters in Business Administration from
the College of William & Mary.

SALVATORE J. ZIZZA. Mr. Zizza is the Chairman of a consulting firm. He is
the Chair of the Fund's Audit Committee and has been designated the Fund's Audit
Committee Financial Expert. Mr. Zizza is also a member of the Fund's Nominating
and Pricing Committees and both multi-fund ad hoc Compensation Committees. In
addition, he serves on comparable or other board committees, including as lead
independent director, with respect to other funds in the Fund Complex on whose
boards he sits. Besides serving on the boards of many funds within the Fund
Complex, he is currently a Director of two other public companies and has
previously served on the boards of several other public companies. He also
previously served as the Chief Executive of a large construction company which
was a NYSE-listed company. Mr. Zizza received his Bachelor of Arts and his
Master of Business Administration in Finance from St. John's University, which
also has awarded him an Honorary Doctorate in Commercial Sciences.

TRUSTEES -- LEADERSHIP STRUCTURE AND OVERSIGHT RESPONSIBILITIES

Overall responsibility for general oversight of the Fund rests with the
Board. The Board does not have a Chairman. The Board has appointed Mr. Conn as
the lead independent Trustee. The lead independent Trustee presides over
executive sessions of the Trustees and also serves between meetings of the Board
as a liaison with service providers, officers, counsel and other Trustees on a
wide variety of matters including agenda items for Board meetings. Designation
as such does not impose on the lead independent Trustee any obligations or
standards greater than or different from other Trustees. The Board has
established a Nominating Committee and an Audit Committee to assist the Board in
the oversight of the management and affairs of the Fund. The Board also has an
ad hoc Proxy Voting Committee that exercises beneficial ownership
responsibilities on behalf of the Fund in selected situations. From time to time
the Board establishes additional committees or informal working groups, such as
pricing committees related to securities offerings by the Fund, to deal with
specific matters or assigns one of its members to participate with Trustees or
directors of other funds in the Gabelli/GAMCO Fund Complex on special committees

or working groups that deal with complex-wide matters, such as the multi-fund ad
hoc Compensation Committee relating to compensation of the Chief Compliance
Officer for all the funds in the Fund Complex and a separate multi-fund
Compensation Committee relating to certain officers of the closed-end funds in
the Fund Complex.

All of the Fund's Trustees other than Mr. Gabelli and Mr. Tokar are
independent Trustees, and the Board believes they are able to provide effective
oversight of the Fund's service providers. In addition to providing feedback and
direction during Board meetings, the Trustees meet regularly in executive
session and chair all committees of the Board.

The Fund's operations entail a variety of risks including investment,
administration, valuation and a range of compliance matters. Although the
Adviser, the sub-administrator and the officers of the Fund are responsible for
managing these risks on a day-to-day basis within the framework of their
established risk management functions, the Board also addresses risk management
of the Fund through its meetings and those of the committees and working groups.
In particular, as part of its general oversight, the Board reviews with the
Adviser at Board meetings the levels and types of risks being undertaken by the
Fund, and the Audit Committee discusses the Fund's risk management and controls
with the independent registered public accounting firm engaged by the Fund. The
Board reviews valuation policies and procedures and the valuations of specific
illiquid securities. The Board also receives periodic reports from the Fund's
Chief Compliance Officer regarding compliance matters relating to the Fund and
its major service providers, including results of the implementation and testing
of the Fund's and such providers' compliance programs. The Board's oversight
function is facilitated by management reporting processes that are designed to
provide visibility to the Board about the identification, assessment and
management of critical risks and the controls and policies and procedures used
to mitigate those risks. The Board reviews its role in supervising the Fund's
risk management from time to time and may make changes in its discretion at any
time.

The Board has determined that its leadership structure is appropriate for
the Fund because it enables the Board to exercise informed and independent
judgment over matters under its purview, allocates responsibility among
committees in a manner that fosters effective oversight and allows the Board to
devote appropriate resources to specific issues in a flexible manner as they
arise. The Board periodically reviews its leadership structure as well as its
overall structure, composition and functioning and may make changes in its
discretion at any time.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FAMILY OF INVESTMENT
COMPANIES FOR EACH TRUSTEE AND NOMINEE FOR ELECTION AS TRUSTEE

Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Trustee and nominee for election as Trustee
and the aggregate dollar range of equity securities in the Fund Complex
beneficially owned by each Trustee and nominee for election as Trustee.

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD IN THE SECURITIES HELD IN THE FAMILY OF
NAME OF TRUSTEE/NOMINEE FUND*(1) INVESTMENT COMPANIES*(1)(2)
----------------------- ---------------------- --------------------------------

INTERESTED TRUSTEES/NOMINEES:
Mario J. Gabelli E E
Edward T. Tokar D E

INDEPENDENT TRUSTEES/NOMINEES:
Anthony J. Colavita** B E
James P. Conn E E
Clarence A. Davis A B
Mario d'Urso A E
Arthur V. Ferrara C E
Michael J. Melarkey D E
Salvatore J. Zizza A E

----------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000

All shares were valued as of December 31, 2009.

** Mr. Colavita beneficially owns less than 1% of the common stock of The LGL
Group, Inc., having a value of $4,389 as of December 31, 2009. The LGL
Group, Inc. may be deemed to be controlled by Mario J. Gabelli and in that
event would be deemed to be under common control with the Fund's Adviser.

(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2009. "Beneficial Ownership" is
determined in accordance with Rule 16a-1(a)(2) of the Securities Exchange
Act of 1934, as amended (the "1934 Act").

(2) The term "Family of Investment Companies" includes two or more registered
funds that share the same investment adviser or principal underwriter and
hold themselves out to investors as related companies for purposes of
investment and investor services. Currently the registered funds that
comprise the "Fund Complex" are identical to those that comprise the
"Family of Investment Companies."

Set forth in the table below is the amount of shares beneficially owned by
each Trustee, nominee for election as Trustee, and executive officer of the
Fund.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE/OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------------- ------------------------ -----------------

INTERESTED TRUSTEES/NOMINEES:
Mario J. Gabelli 1,332,962 (3) 6.3%
687,620 Preferred Shares (4) *
Edward T. Tokar 5,000

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE/OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------------- ------------------------ -----------------

INDEPENDENT TRUSTEES/NOMINEES:
Anthony J. Colavita 560 (5) *
112 Preferred Shares (6)
James P. Conn 15,000 *
1,500 Preferred Shares *

Clarence A. Davis 0 *
Mario d'Urso 0 *
Arthur V. Ferrara 1,500 *
150 Preferred Shares *
Michael J. Melarkey 5,200 *
1,000 Preferred Shares *
Salvatore J. Zizza 0 *
OFFICERS:
Bruce N. Alpert 1,000 *
1,550 Preferred Shares *
Agnes Mullady 0 *

----------
(1) This information has been furnished by each Trustee, including each nominee
for election as Trustee, and executive officer as of December 31, 2009.
"Beneficial Ownership" is determined in accordance with Rule 16a-1(a)(2) of
the 1934 Act. Reflects ownership of common shares unless otherwise noted.

(2) An asterisk indicates that the ownership amount constitutes less than 1% of
the total shares outstanding. The Trustees, including nominees for
election as Trustee, and executive officers ownership as a group,
constitutes 5.8% of the total Common Shares outstanding.

(3) Comprised of 65,549 Common Shares owned directly by Mr. Gabelli, 28,200
Common Shares owned by a family partnership for which Mr. Gabelli serves as
general partner, 7,174 Common Shares owned by a subsidiary of GAMCO
Investors, Inc., 88,859 Common Shares owned by GGCP, Inc., a parent company
of GAMCO Investors, Inc., 16,567 Common Shares owned by GPJ Retirement
Partners, LLC in which Mr. Gabelli has less than 100% interest and
disclaims beneficial ownership of the shares held by this entity which are
in excess of this indirect pecuniary interest, and 1,126,613 Common Shares
owned by GAMCO Investors, Inc. or its affiliates. Mr. Gabelli disclaims
beneficial ownership of the shares held by the discretionary accounts and
by the entities named except to the extent of his interest in such
entities.

(4) Comprised of 310,166 Preferred Shares owned directly by Mr. Gabelli,
140,000 Preferred Shares owned by a family partnership for which Mr.
Gabelli serves as general partner, 717 Preferred Shares owned by a
subsidiary of GAMCO Investors, Inc., 115,600 Preferred Shares owned by
GGCP, Inc., a parent company of GAMCO Investors, Inc., 17,800 Preferred
Shares owned by GPJ Retirement Partners, LLC, and 103,337 Preferred Shares
owned by GAMCO Investors, Inc. Mr. Gabelli disclaims beneficial ownership
of the Shares held by discretionay accounts and by entities named except to
the extent of his interest in such entities.

(5) All 560 Common Shares are owned by Mr. Colavita's spouse for which he
disclaims beneficial ownership.

(6) All 112 Preferred Shares are owned by Mr. Colavita's spouse for which he
disclaims benefical ownership.

The Fund pays each Trustee who is not affiliated with the Adviser or its
affiliates a fee of $6,000 per year plus $ 1,000 per Board meeting attended and
$500 per standing Committee meeting attended, together with the Trustee's actual
out-of-pocket expenses relating to his attendance at such meetings. In addition,
the lead independent Trustee receives an annual fee of $1,000, the Audit
Committee Chairman receives an annual fee of $3,000, and the Nominating
Committee Chairman receives an annual fee of $2,000. A Trustee may receive a
single meeting fee, allocated among the participating funds, for participation
in certain meetings on behalf of multiple funds. The aggregate remuneration (not
including out-of-pocket expenses) paid by the Fund to such Trustees during the
period ended December 31, 2009 amounted to $90,500. During the period ended
December 31, 2009, the Trustees of the Fund met four times. Each Trustee then
serving in such capacity attended at least 75% of the meetings of Trustees and
of any Committee of which he is a member.

THE AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT

The role of the Fund's Audit Committee (the "Audit Committee") is to assist
the Board of Trustees in its oversight of (i) the quality and integrity of the
Fund's financial statement reporting process and the independent audit and
reviews thereof; (ii) the Fund's accounting and financial reporting policies and
practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund's compliance with legal and
regulatory requirements; and (iv) the independent registered public accounting
firm's qualifications, independence, and performance. The Audit Committee also
is required to prepare an audit committee report pursuant to the rules of the
Securities and Exchange Commission (the "SEC") for inclusion in the Fund's
annual proxy statement. The Audit Committee operates pursuant to the Audit
Committee Charter (the "Audit Charter") that was most recently reviewed and
approved by the Board of Trustees on February 24, 2010. The Audit Charter is
available on the Fund's website at
www.gabelli.com/corporate/closed/corp_gov.html.

Pursuant to the Audit Charter, the Audit Committee is responsible for
conferring with the Fund's independent registered public accounting firm,
reviewing annual financial statements, approving the selection of the Fund's
independent registered public accounting firm, and overseeing the Fund's
internal controls. The Audit Charter also contains provisions relating to the
pre-approval by the Audit Committee of audit and non-audit services to be
provided by Ernst & Young LLP ("Ernst & Young") to the Fund and to the Adviser
and certain of its affiliates. The Audit Committee advises the full Board with
respect to accounting, auditing, and financial matters affecting the Fund. As
set forth in the Audit Charter, management is responsible for maintaining
appropriate systems for accounting and internal control, and the Fund's
independent registered public accounting firm is responsible for planning and
carrying out proper audits and reviews. The independent registered public
accounting firm is ultimately accountable to the Board of Trustees and to the
Audit Committee, as representatives of shareholders. The independent registered
public accounting firm for the Fund reports directly to the Audit Committee.

In performing its oversight function, at a meeting held on February 23,
2010, the Audit Committee reviewed and discussed with management of the Fund and
Ernst & Young the audited financial statements of the Fund as of and for the
period ended December 31, 2009, and discussed the audit of such financial
statements with the independent registered public accounting firm.

In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as
adopted by the Public Company Accounting Oversight Board (United States)
("PCAOB") in Rule 3200T. The Audit Committee also received from the independent
registered public accounting firm the written disclosures and statements
required by the SEC's independence rules, delineating relationships between the
independent registered public accounting firm and the Fund, and discussed the
impact that any such relationships might have on the objectivity and
independence of the independent registered public accounting firm.

As set forth above, and as more fully set forth in the Charter, the Audit
Committee has significant duties and powers in its oversight role with respect
to the Fund's financial reporting procedures, internal control systems, and the
independent audit process.

The members of the Audit Committee are not, and do not represent themselves
to be, professionally engaged in the practice of auditing or accounting and are
not employed by the Fund for accounting, financial management, or internal
control purposes. Moreover, the Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made by
management or the Fund's independent registered public accounting firm.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and/or
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with the standards of the PCAOB or that the financial statements are presented
in accordance with generally accepted accounting principles (United States).

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit Charter
and those discussed above, the Audit Committee recommended to the Fund's Board
of Trustees that the Fund's audited financial statements be included in the
Fund's Annual Report for the period ended December 31, 2009.

SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF TRUSTEES
Salvatore J. Zizza, Chairman
Anthony J. Colavita
Clarence A. Davis
February 24, 2010

The Audit Committee met twice during the period ended December 31, 2009.
The Audit Committee is composed of three of the Fund's Independent Trustees,
namely Messrs. Colavita, Davis, and Zizza. Each member of the Audit Committee
has been determined by the Board of Trustees to be financially literate.

NOMINATING COMMITTEE

The Board of Trustees has a Nominating Committee composed of two of the
Fund's Independent Trustees, namely Messrs. Colavita (Chairman) and Zizza. The
Nominating Committee did not meet during the period ended December 31, 2009. The
Nominating Committee is responsible for identifying and recommending qualified
candidates to the Board in the event that a position is vacated or created. The
Nominating Committee will consider recommendations by shareholders if a vacancy
were to exist. In considering candidates submitted by shareholders, the
Nominating Committee will take into consideration the needs of the Board, the
qualifications of the candidate, and the interests of shareholders. The
Nominating Committee may also take into consideration the number of shares held
by the recommending shareholder and the length of time that such shares have
been held. To recommend a candidate for consideration by the Nominating
Committee, a shareholder must submit the recommendation in writing and must
include the following information:

- The name of the shareholder and evidence of the shareholder's
ownership of shares of the Fund, including the number of shares owned
and the length of time of ownership;

- The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Trustee of the Fund, and the person's
consent to be named as a Trustee if selected by the Nominating
Committee and nominated by the Board of Trustees; and

- If requested by the Nominating Committee, a completed and signed
trustees' questionnaire.

The shareholder recommendation and information described above must be sent
to the Fund's Secretary, c/o Gabelli Funds, LLC, at One Corporate Center, Rye,
NY 10580-1422, and must be received by the Secretary no less than 120 days prior
to the anniversary date of the proxy statement for the Fund's most recent annual
meeting of shareholders or, if the meeting has moved by more than 30 days, a
reasonable amount of time before the meeting.

The Nominating Committee believes that the minimum qualifications for
serving as a Trustee of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Trustees' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of
interest, and independence from management and the Fund.

The Nominating Committee considers the overall composition of the Board,
bearing in mind the benefits that may be derived from having members who have a
variety of experiences, qualifications, attributes or skills useful in
overseeing a publicly-traded, highly-regulated entity such as the Fund. The
Fund's governing documents state that a nominee for Trustee shall be at least 21
years of age and not older than such age, if any, as the Trustees may determine
and shall not be under legal disability. The Trustees have not determined a
maximum age. The Nominating Committee does not have a formal policy regarding
the consideration of diversity in identifying trustee candidates. For a
discussion of experiences, qualifications, attributes or skills supporting the
appropriateness of each Trustee's

service on the Fund's Board, see the biographical information of the Trustees
above in the section entitled "Information about Trustees and Officers."

The Fund's Nominating Committee adopted a charter on November 8, 2006. The
charter is available on the Fund's website at
www.gabelli.com/corporate/closed/corp_gov.html.

OTHER BOARD-RELATED MATTERS

The Board of Trustees has established the following procedures in order to
facilitate communications between the Board and the shareholders of the Fund and
other interested parties.

RECEIPT OF COMMUNICATIONS

Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at Gabelli Funds, LLC, One
Corporate Center, Rye, NY 10580-1422. To communicate with the Board
electronically, shareholders may go to the corporate website at www.gabelli.com
under the heading "Our Firm/Contact Us/Email Addresses/Board of Directors
(Gabelli Closed-End Funds)."

FORWARDING THE COMMUNICATIONS

All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Trustees. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotion of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Trustees or any committee or group of members
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Trustee who is a member of the group or committee to
which the envelope or e-mail is addressed.

The Fund does not expect Trustees or nominees for election as Trustee to
attend the Annual Meeting of Shareholders. Mr. Gabelli attended the Fund's
Annual Meeting of Shareholders held on May 18, 2009.

The following table sets forth certain information regarding the
compensation of the Trustees by the Fund and executive officers, if any, who
were compensated by the Fund rather than the Adviser, for the year ended
December 31, 2009.

COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 2009

AGGREGATE COMPENSATION
AGGREGATE COMPENSATION FROM THE FUND AND FUND
NAME OF PERSON AND POSITION FROM THE FUND COMPLEX PAID TO TRUSTEES*
--------------------------- ---------------------- -------------------------

INTERESTED TRUSTEES/NOMINEES:
MARIO J. GABELLI $ 0 $ 0(26)
Trustee and Chief
Investment Officer
EDWARD T. TOKAR $10,250 $ 30,000(2)
Trustee

INDEPENDENT TRUSTEES/NOMINEES:
ANTHONY J. COLAVITA $13,500 $263,438(35)
Trustee
JAMES P. CONN $11,500 $132,000(16)
Trustee
CLARENCE A. DAVIS $11,000 $ 17,500(2)
Trustee
MARIO D'URSO $ 9,000 $ 42,000(4)
Trustee
ARTHUR V. FERRARA $10,250 $ 41,000(8)
Trustee
MICHAEL J. MELARKEY $10,000 $ 46,500(4)
Trustee
SALVATORE J. ZIZZA $15,000 $199,500(27)
Trustee

----------
* Represents the total compensation paid to such persons during the year
ended December 31, 2009 by investment companies (including the Fund) or
portfolios thereof from which such person receives compensation that are
considered part of the same fund complex as the Fund because they have
common or affiliated investment advisers. The number in parentheses
represents the number of such investment companies and portfolios.

REQUIRED VOTE

The election of each of the listed nominees for Trustee of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of Shares of the Fund represented at the Meeting if a quorum is
present.

THE BOARD OF TRUSTEES, INCLUDING THE "INDEPENDENT" TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH APPLICABLE NOMINEE.

ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young, 2001 Market Street, Philadelphia, PA 19103, has been
selected to serve as the Fund's independent registered public accounting firm
for the fiscal year ending December 31, 2010. Ernst & Young acted as the Fund's
independent registered public accounting firm for the period ended December 31,
2009. The Fund knows of no direct financial or material indirect financial
interest of Ernst & Young in the Fund. A representative of Ernst & Young will
not be present at the Meeting, but will be available by telephone and will have
an opportunity to make a statement, if asked, and will be available to respond
to appropriate questions.

Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by Ernst & Young for professional services received during
and for the period ended December 31, 2007 and 2008, respectively.

PERIOD ENDED AUDIT-RELATED ALL OTHER
DECEMBER 31 AUDIT FEES* FEES TAX FEES** FEES
------------ ----------- ------------- ---------- ---------

2008 $35,000 -- $4,000 --
2009 $58,300 -- $6,000 --

----------
* Includes non-recurring fees billed by Ernst & Young to the Fund in
connection with the initial offering of Common Shares of the Fund.

** "Tax Fees" are those fees billed by Ernst & Young in connection with tax
compliance services, including primarily the review of the Fund's income
tax returns.

The Fund's Audit Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent registered public
accounting firm to the Fund, and all non-audit services to be provided by the
independent registered public accounting firm to the Fund's Adviser and service
providers controlling, controlled by, or under common control with the Fund's
Adviser ("affiliates") that provide on-going services to the Fund (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Fund. The Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit services
to the Chairman of the Audit Committee, and the Chairman must report his
decision(s) to the Audit Committee, at its next regularly scheduled meeting
after the Chairman's pre-approval of such services. The Audit 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 Audit Committee's pre-approval responsibilities to other persons
(other than the Adviser or the Fund's officers). Pre-approval by the Audit
Committee of any permissible non-audit services is not required so long as: (i)
the aggregate amount of all such permissible non-audit services provided to the
Fund, the Adviser, and any Covered Services Provider constitutes not more than
5% of the total amount of revenues paid by the Fund to its independent
registered public accounting firm during the year in which the permissible
non-audit services are provided; (ii) the permissible non-audit services were
not recognized by the Fund at the time of the engagement to be non-audit
services; and (iii) such services are promptly brought to the attention of the
Audit Committee and approved by the Audit Committee or the Chairman prior to the
completion of the audit. All of the audit, audit-related, and tax services
described above for which Ernst & Young billed the Fund fees for the periods
ended December 31, 2008 and December 31, 2009 were pre-approved by the Audit
Committee.

For the periods ended December 31, 2008 and 2009, Ernst & Young has
informed the Fund that it did provide certain non-audit services to the Adviser
or affiliates thereof that provide services to the Fund.

THE INVESTMENT ADVISER AND ADMINISTRATOR

Gabelli Funds, LLC is the Fund's Adviser and Administrator and its business
address is One Corporate Center, Rye, New York 10580 -1422.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Trustees, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the period ended December 31, 2009, the Fund
believes that during that year such persons complied with all such applicable
filing requirements.

BROKER NON-VOTES AND ABSTENTIONS

For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but that have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.

The affirmative vote of a plurality of votes cast for each nominee by the
shareholders entitled to vote for a particular nominee is necessary for the
election of a Trustee. Abstentions or broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions or
broker non-votes, however, will be considered to be present at the Meeting for
purposes of determining the existence of a quorum.

Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report for the six months ended June 30, 2010.

"HOUSEHOLDING"

Please note that only one annual or semi-annual report or Proxy Statement
or Notice of Internet Availability of Proxy Materials may be delivered to two or
more shareholders of the Fund who share an address, unless the Fund has received
instructions to the contrary. To request a separate copy of an annual report or
semi-annual report or this Proxy Statement or Notice of Internet Availability of
Proxy Materials, or for instructions regarding how to request a separate copy of
these documents or regarding how to request a single copy if multiple copies of
these documents are received, shareholders should contact the Fund at the
address and phone number set forth above.

OTHER MATTERS TO COME BEFORE THE MEETING

The Trustees of the Fund do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters, including adjournments, are properly brought before the
Meeting, the persons named in the accompanying proxy will vote thereon in
accordance with their judgment.

SHAREHOLDER PROPOSALS

All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2011
(the "2011 Annual Meeting") must be received by the Fund for consideration for
inclusion in the Fund's proxy statement and proxy relating to that meeting no
later than December 8, 2010. There are additional requirements regarding
proposals of shareholders, and a shareholder contemplating submission of a
proposal for inclusion in the Fund's proxy materials is referred to Rule 14a-8
under the 1934 Act.

The Fund's By-Laws require shareholders that wish to nominate Trustees or
make proposals to be voted on at an Annual Meeting of the Fund's Shareholders
(and which are not proposed to be included in the Fund's proxy materials
pursuant to Rule 14a-8 under the 1934 Act) to provide timely notice of the
nomination or proposal in

writing. To be considered timely for the 2011 Annual Meeting, any such notice
must be delivered to or mailed and received at the principal executive offices
of the Fund at the address set forth on the first page of this proxy statement
no earlier than 9:00 a.m. Eastern time on December 8, 2011 and no later than
5:00 p.m. Eastern time on January 7, 2011; provided, however, that if the 2011
Annual Meeting is to be held on a date that is earlier than April 22, 2011 or
later than June 11, 2011, such notice must be delivered to or received by the
Fund no later than 5:00 p.m. Eastern time on the tenth day following the date on
which public announcement of the date of the 2011 Annual Meeting was first made.
Any such notice by a shareholder shall set forth the information required by the
Fund's By-Laws with respect to each nomination or matter the shareholder
proposes to bring before the 2011 Annual Meeting.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.

SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY
FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR SET FORTH IN THE
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

April 7, 2010

This Page Left Blank Intentionally.

GDL-PS-2010

GABELLI FUNDS THE GABELLI GLOBAL DEAL FUND

COMMON SHARES

Proxy Card for Annual Meeting of Shareholders - May 17, 2010

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, Peter D. Goldstein and Bruce N. Alpert, and each of them, attorneys and proxies of
the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of The Gabelli Global Deal Fund (the "Fund") which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut
06830 on Monday, May 17, 2010, at 8:30 a.m., and at any adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.

A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.

----------------------------------------------------------------------- This proxy, if properly executed, will be voted in the
| | manner directed by the undersigned shareholder. If no
| Registration dynamically printed here | direction is made, this proxy will be voted FOR the
| | election of the Nominees as Trustee and in the discretion
| (for formatting the top of this window should hit lateral line 2.7) | of the proxy holder as to any other matter that may
| | properly come before the Meeting. Please refer to the
| | Proxy Statement for a discussion of Proposal No. 1.
| |
| |
-----------------------------------------------------------------------

PLEASE FOLD HERE AND RETURN ENTIRE BALLOT - DO NOT DETACH
------------------------------------------------------------------------------------------------------------------------------------

(GRAPHIC)

------------------------------------------------------------------------------------------
| |
| BY INTERNET |
| |
| To vote on the Internet, go to www.proxyonline.com and enter the 12-digit control |
| number found on the reverse side of this Proxy Card. Follow the instructions provided. |
| |
------------------------------------------------------------------------------------------

(GRAPHIC)

------------------------------------------------------------------------------------------
| |
| BY TELEPHONE |
| |
| To vote by telephone, call toll free 866-458-9863 and enter the 12-digit control |
| number found on the reverse side of this Proxy Card. Follow the instructions provided. |
| This touch-tone voting service is available 24 hours a day, seven days a week. |
| |
------------------------------------------------------------------------------------------

(GRAPHIC)

------------------------------------------------------------------------------------------
| |
| BY MAIL |
| |
| To vote by mail, mark the appropriate voting box on the reverse side of this Proxy |
| Card, sign and date the Proxy Card and return it in the enclosed postage-paid envelope |
| or mail to: GABELLI FUNDS, P.O. BOX 6500, CARLSTADT, NJ 07072. |
| |
------------------------------------------------------------------------------------------

PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

THE GABELLI GLOBAL DEAL FUND

CONTROL NUMBER

-------------------
| |
| 123456789123 |
| |
-------------------

PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.

The Proxy Card must be SIGNED AND DATED for your instructions to be counted and will be voted in the manner indicated, or if no
instruction has been indicated below, a vote will be cast FOR each nominee. Please vote, sign and date below and return your Proxy
Card promptly in the enclosed envelope.

PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK.

-----------------------------------------------------------------------------------------
| TO VOTE FOR ALL NOMINEES IN THE SAME MANNER, PLEASE USE THE BOXES BELOW. |
| |
| FOR ALL WITHHOLD ALL |
| |
| The Board of Trustees recommends a vote FOR [ ] [ ] |
| each Nominee. |
-----------------------------------------------------------------------------------------

To vote for each nominee INDIVIDUALLY, please use these boxes.

NOMINEES FOR WITHHOLD

EDWARD T. TOKAR [ ] [ ]

SALVATORE J. ZIZZA [ ] [ ]

Please be sure to sign and date this Proxy Card. Please sign exactly as your name(s)
appear(s) on this Proxy Card. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in partnership name by an authorized person.

-----------------------------------------------------------------------------------------
Shareholder sign here

-----------------------------------------------------------------------------------------
Joint owner sign here

-----------------------------------------------------------------------------------------
Date:

(BARCODE HERE) (TAGID HERE) (CUSIP HERE)

GABELLI FUNDS THE GABELLI GLOBAL DEAL FUND

PREFERRED SHARES

Proxy Card for Annual Meeting of Shareholders - May 17, 2010

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

PLEASE FOLD HERE AND RETURN ENTIRE BALLOT - DO NOT DETACH
------------------------------------------------------------------------------------------------------------------------------------

(GRAPHIC)

PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

THE GABELLI GLOBAL DEAL FUND

CONTROL NUMBER

-------------------
| |
| 123456789123 |
| |
-------------------

PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.

PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK.

To vote for each nominee INDIVIDUALLY, please use these boxes.

NOMINEES FOR WITHHOLD

ANTHONY J. COLAVITA [ ] [ ]

EDWARD T. TOKAR [ ] [ ]

SALVATORE J. ZIZZA [ ] [ ]

-----------------------------------------------------------------------------------------
Shareholder sign here

-----------------------------------------------------------------------------------------
Joint owner sign here

-----------------------------------------------------------------------------------------
Date:

(BARCODE HERE) (TAGID HERE) (CUSIP HERE)

(BAR CODE) IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON 05/17/10 FOR GABELLI
GABELLI GLOBAL DEAL ANNUAL MEETING TO BE HELD ON 05/17/10 GLOBAL DEAL FUND THE FOLLOWING MATERIAL IS AVAILABLE AT
FUND AT 08:30 A.M. EDT WWW.PROXYVOTE.COM **A**
FOR HOLDERS AS OF 03/15/10 * ISSUER CONFIRMATION COPY - INFO ONLY * -PROXY STATEMENT

|-----------------------------------------------| 2 -I -S
10 1-0001 | THIS FORM IS PROVIDED FOR INFORMATIONAL |
| PURPOSES ONLY. PLEASE DO NOT USE IT FOR | FOR ALL NOMINEES
| VOTING PURPOSES. |
|-----------------------------------------------| 1 WITHHOLD ALL NOMINEES

36245G103 WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE. WRITE
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE 0010100 NUMBER(S) OF NOMINEE(S) BELOW.
FOLLOWING NOMINEES
1 - 01-EDWARD T. TOKAR, 02-SALVATORE J. ZIZZA -------------------------- (BAR CODE)
DO NOT USE X
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF DO NOT USE 1

DO NOT USE

36245G103

DO NOT USE

DO NOT USE Z52466
PLACE "X" HERE IF YOU PLAN TO ATTEND [ ]
DO NOT USE AND VOTE YOUR SHARES AT THE MEETING

DO NOT USE (BROADRIDGE(TM) LOGO)

DO NOT USE 10 (BAR CODE)

DO NOT USE
51 MERCEDES WAY
EDGEWOOD NY 11717
DO NOT USE

DO NOT USE 10

DO NOT USE

GABELLI FUNDS
|----------------------| DO NOT USE ATTN: JOE EGAN
| MATERIALS ELECTION | ONE CORPORATE CENTER (GRAPHIC)
|----------------------| DO NOT USE RYE, NY
105801334

AS OF JULY 1, 2007, SEC RULES PERMIT COMPANIES TO SEND --->>> (GRAPHIC)
YOU A NOTICE INDICATING THAT THEIR PROXY MATERIALS ARE
AVAILABLE ON THE INTERNET AND HOW YOU CAN REQUEST A MAILED
COPY. CHECK THE BOX TO THE RIGHT IF YOU WANT TO RECEIVE
FUTURE PROXY MATERIALS BY MAIL AT NO COST TO YOU. EVEN IF
YOU DO NOT CHECK THE BOX, YOU WILL STILL HAVE THE RIGHT TO
REQUEST A FREE SET OF PROXY MATERIALS UPON RECEIPT OF A
NOTICE.

VIF11H

(BAR CODE) IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON 05/17/10 FOR GABELLI
GABELLI GLOBAL DEAL ANNUAL MEETING TO BE HELD ON 05/17/10 GLOBAL DEAL FUND COM 8.50% PF A THE FOLLOWING MATERIAL IS
FUND COM 8.50% PF A AT 08:30 A.M. EDT AVAILABLE AT WWW.PROXYVOTE.COM **A**
FOR HOLDERS AS OF 03/15/10 * ISSUER CONFIRMATION COPY - INFO ONLY * -PROXY STATEMENT

|-----------------------------------------------| 2 -I -S
11 1-0001 | THIS FORM IS PROVIDED FOR INFORMATIONAL |
| PURPOSES ONLY. PLEASE DO NOT USE IT FOR | FOR ALL NOMINEES
| VOTING PURPOSES. |
|-----------------------------------------------| 1 WITHHOLD ALL NOMINEES

36245G202 WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE. WRITE
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE 0010100 NUMBER(S) OF NOMINEE(S) BELOW.
FOLLOWING NOMINEES
1 - 01-ANTHONY J. COLAVITA, 02-EDWARD T. TOKAR, -------------------------- (BAR CODE)
03-SALVATORE J. ZIZZA
DO NOT USE X
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF DO NOT USE 3

DO NOT USE

36245G202

DO NOT USE

DO NOT USE Z52466
PLACE "X" HERE IF YOU PLAN TO ATTEND [ ]
DO NOT USE AND VOTE YOUR SHARES AT THE MEETING

DO NOT USE (BROADRIDGE(TM) LOGO)

DO NOT USE 11 (BAR CODE)

DO NOT USE
51 MERCEDES WAY
EDGEWOOD NY 11717
DO NOT USE

DO NOT USE 11

DO NOT USE

GABELLI FUNDS
|----------------------| DO NOT USE ATTN: JOE EGAN
| MATERIALS ELECTION | ONE CORPORATE CENTER (GRAPHIC)
|----------------------| DO NOT USE RYE, NY
105801334

VIF11H