nvcsr
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 811-21969
The Gabelli Global Deal Fund
(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)
registrants telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: December 31, 2010
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. § 3507.
Item 1. Reports to Stockholders.
The
Report to Shareholders is attached herewith.
The Gabelli Global Deal Fund
Annual Report
December 31, 2010
To Our Shareholders,
Mario J. Gabelli, CFA
The Sarbanes-Oxley Act requires a funds 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 (SEC) on Form N-CSR. This certification would cover the
portfolio managers 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 manager to eliminate his opinions and/or restrict his
commentary to historical facts, we have separated his 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 including the investment portfolio as of December
31, 2010.
Investment Performance
For the year ended December 31, 2010, The Gabelli Global Deal Funds (the Fund) net asset
value (NAV) total return was 3.1% and the total return for the Funds publicly traded shares was
1.7%, compared with a gain of 0.1% for the 3 Month U.S. Treasury Bill Index.
On December 31, 2010, the Funds NAV per share was $15.02, while the price of the Funds
publicly traded shares closed at $13.37 on the New York Stock Exchange (NYSE).
Sincerely yours,
Bruce N. Alpert
President
February 25, 2011
Comparative Results
Average Annual Returns through December 31, 2010 (a) (Unaudited) |
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Since |
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Inception |
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Quarter |
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1 Year |
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3 Year |
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(01/31/07) |
Gabelli Global Deal Fund |
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NAV Total Return (b) |
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0.72 |
% |
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3.07 |
% |
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1.55 |
% |
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2.04 |
% |
Investment Total Return (c) |
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(1.23 |
) |
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1.72 |
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3.80 |
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(1.15 |
) |
3 Month U.S. Treasury Bill Index |
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0.03 |
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0.12 |
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0.82 |
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1.77 |
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(a) |
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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 3 Month U.S. Treasury Bill Index is comprised of a single issue purchased at the
beginning of the month and held for a full month. At the end of the month, that issue is sold
and rolled into the outstanding Treasury Bill that matures closest to, but not beyond three
months from the re-balancing date. To qualify for selection, an issue must have settled on or
before the re-balancing (month end) date. Dividends are considered reinvested except for the 3
Month U.S. Treasury Bill Index. You cannot invest directly in an index. |
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(b) |
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Total returns and average annual returns reflect changes in the NAV per share and reinvestment
of distributions at NAV on the ex-dividend date and are net of expenses. Since inception return is
based on an initial NAV of $19.06. |
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(c) |
|
Total returns and average annual returns reflect changes in closing market values on the New
York Stock Exchange and reinvestment of distributions. Since inception return is based on an
initial offering price of $20.00. |
THE GABELLI GLOBAL DEAL FUND
Summary of
Portfolio Holdings (Unaudited)
The following table presents portfolio holdings as a percent of total investments as of
December 31, 2010:
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U.S. Government Obligations |
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27.6 |
% |
Health Care |
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13.1 |
% |
Energy and Utilities |
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8.5 |
% |
Computer Software and Services |
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8.5 |
% |
Machinery |
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7.9 |
% |
Electronics |
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6.3 |
% |
Consumer Products and Services |
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5.7 |
% |
Communications Equipment |
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3.6 |
% |
Computer Hardware |
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3.2 |
% |
Diversified Industrial |
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2.8 |
% |
Telecommunications |
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2.0 |
% |
Retail |
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1.8 |
% |
Financial Services |
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1.6 |
% |
Specialty Chemicals |
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1.3 |
% |
Wireless Communications |
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1.2 |
% |
Cable and Satellite |
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1.0 |
% |
Media |
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1.0 |
% |
Business Services |
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0.9 |
% |
Entertainment |
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0.7 |
% |
Food and Beverage |
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0.7 |
% |
Aviation: Parts and Services |
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0.2 |
% |
Metals and Mining |
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0.1 |
% |
Aerospace |
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0.1 |
% |
Aerospace and Defense |
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0.1 |
% |
Equipment and Supplies |
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0.1 |
% |
Transportation |
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0.0 |
% |
Semiconductors |
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0.0 |
% |
Hotels and Gaming |
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0.0 |
% |
Real Estate |
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0.0 |
% |
Materials |
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0.0 |
% |
Educational Services |
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0.0 |
% |
Publishing |
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0.0 |
% |
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|
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100.0 |
% |
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The Fund files a complete schedule of portfolio holdings with 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, 2010. Shareholders may obtain this information at www.gabelli.com or by calling the
Fund at 800-GABELLI (800-422-3554). The Funds Form N-Q is available on the SECs website at
www.sec.gov and may also be reviewed and copied at the SECs 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 twelve months ended
June 30th, no later than August 31st of each year. A description of the Funds 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; and (iii) visiting the SECs website at
www.sec.gov.
2
THE GABELLI GLOBAL DEAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2010
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Market |
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Shares |
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Cost |
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Value |
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COMMON STOCKS 71.3% |
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Aerospace and Defense 0.1% |
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|
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78,000 |
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|
The Allied Defense
Group Inc. |
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$ |
548,920 |
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$ |
261,300 |
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300 |
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Todd Shipyards Corp. |
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6,729 |
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6,717 |
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555,649 |
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|
268,017 |
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Aviation: Parts and Services 0.2% |
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15,000 |
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Ladish Co. Inc. |
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706,661 |
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729,150 |
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Business Services 0.9% |
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8,000 |
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Acxiom Corp. |
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97,703 |
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137,200 |
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90,000 |
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Clear Channel Outdoor
Holdings Inc., Cl. A |
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631,561 |
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1,263,600 |
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70,000 |
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Diebold Inc. |
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2,576,915 |
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2,243,500 |
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12,000 |
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GTSI Corp. |
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56,890 |
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56,400 |
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3,363,069 |
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3,700,700 |
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Cable and Satellite 1.0% |
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75,000 |
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British Sky Broadcasting
Group plc |
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815,794 |
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860,617 |
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400,000 |
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Mediacom Communications
Corp., Cl. A |
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3,390,403 |
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3,384,000 |
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4,206,197 |
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4,244,617 |
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Communications Equipment 3.6% |
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250,000 |
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Applied Signal Technology Inc. |
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9,449,870 |
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9,472,500 |
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174,505 |
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CommScope Inc. |
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5,461,168 |
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5,448,046 |
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4,000 |
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CPI International Inc. |
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77,195 |
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|
77,400 |
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14,988,233 |
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14,997,946 |
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Computer Hardware 2.3% |
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270,000 |
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Compellent Technologies Inc. |
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7,487,818 |
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7,449,300 |
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214,000 |
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LaserCard Corp. |
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1,332,952 |
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1,335,360 |
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10,500 |
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SanDisk Corp. |
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97,687 |
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523,530 |
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10,000 |
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Seagate Technology plc |
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143,485 |
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150,300 |
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3,000 |
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Voltaire Ltd. |
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25,980 |
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25,950 |
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9,087,922 |
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9,484,440 |
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Computer Software and Services 8.5% |
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2,100,000 |
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Art Technology Group Inc. |
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12,540,829 |
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12,558,000 |
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16,000 |
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Hypercom Corp. |
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115,971 |
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133,920 |
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440,000 |
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McAfee Inc. |
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|
20,741,328 |
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20,376,400 |
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|
15,000 |
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Mentor Graphics Corp. |
|
|
104,941 |
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180,000 |
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|
5,000 |
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Novell Inc. |
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|
29,685 |
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29,600 |
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21,600 |
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Soapstone
Networks Inc. |
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|
8,730 |
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|
194 |
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|
100,000 |
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|
Yahoo! Inc. |
|
|
2,250,321 |
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|
1,663,000 |
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35,791,805 |
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34,941,114 |
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Consumer Products and Services 5.7% |
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550,000 |
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Alberto-Culver Co. |
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|
20,565,913 |
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20,372,000 |
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|
39,000 |
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|
Avon
Products Inc. |
|
|
1,177,093 |
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1,133,340 |
|
|
500 |
|
|
Fortune Brands Inc. |
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|
30,525 |
|
|
|
30,125 |
|
|
29,000 |
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|
Harman
International Industries Inc. |
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|
1,074,759 |
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1,342,700 |
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|
8,000 |
|
|
Heelys Inc. |
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|
20,860 |
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24,320 |
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|
500 |
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|
Pre-Paid Legal Services Inc. |
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|
29,960 |
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|
30,125 |
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55,000 |
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|
Rock of Ages Corp. |
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|
286,231 |
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287,650 |
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23,185,341 |
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23,220,260 |
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Diversified Industrial 2.8% |
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120,100 |
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Cardo AB |
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7,344,774 |
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|
7,473,159 |
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415,000 |
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Myers Industries Inc. |
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8,739,355 |
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4,042,100 |
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16,084,129 |
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11,515,259 |
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Educational Services 0.0% |
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7,000 |
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Corinthian Colleges Inc. |
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35,735 |
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36,470 |
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Electronics 6.3% |
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211,700 |
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Alliance Semiconductor Corp. |
|
|
1,041,598 |
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|
|
48,691 |
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|
105,000 |
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Bel Fuse Inc., Cl. A |
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|
3,194,372 |
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|
|
2,678,025 |
|
|
128,100 |
|
|
Dionex Corp. |
|
|
15,111,965 |
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|
|
15,117,081 |
|
|
15,000 |
|
|
International Rectifier Corp. |
|
|
203,078 |
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|
|
445,350 |
|
|
460,000 |
|
|
L-1 Identity Solutions Inc. |
|
|
5,388,135 |
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|
5,478,600 |
|
|
196,800 |
|
|
Nu Horizons Electronics Corp. |
|
|
1,367,487 |
|
|
|
1,371,696 |
|
|
67,000 |
|
|
Zygo Corp. |
|
|
595,506 |
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|
|
819,410 |
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26,902,141 |
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|
25,958,853 |
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Energy and Utilities 8.4% |
|
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|
190,000 |
|
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Allegheny Energy Inc. |
|
|
4,262,108 |
|
|
|
4,605,600 |
|
|
40,000 |
|
|
Allis-Chalmers Energy Inc. |
|
|
165,083 |
|
|
|
283,600 |
|
|
249,200 |
|
|
Atlas Energy Inc. |
|
|
10,770,344 |
|
|
|
10,957,324 |
|
|
30,000 |
|
|
Constellation Energy Group Inc. |
|
|
699,778 |
|
|
|
918,900 |
|
|
2,000 |
|
|
Covanta Holding Corp. |
|
|
33,260 |
|
|
|
34,380 |
|
|
420,000 |
|
|
Dragon Oil plc |
|
|
2,581,087 |
|
|
|
3,522,918 |
|
|
70,000 |
|
|
Dynegy Inc. |
|
|
321,650 |
|
|
|
393,400 |
|
|
261,000 |
|
|
Endesa SA |
|
|
10,973,813 |
|
|
|
6,729,645 |
|
|
2,500 |
|
|
EXCO Resources Inc. |
|
|
49,240 |
|
|
|
48,550 |
|
|
60,000 |
|
|
Nicor Inc. |
|
|
2,985,982 |
|
|
|
2,995,200 |
|
|
60,000 |
|
|
NorthWestern Corp. |
|
|
1,645,895 |
|
|
|
1,729,800 |
|
|
100,000 |
|
|
NRG Energy Inc. |
|
|
2,355,635 |
|
|
|
1,954,000 |
|
|
1,000 |
|
|
Origin Energy Ltd. |
|
|
15,738 |
|
|
|
17,040 |
|
|
23,885 |
|
|
SandRidge Energy Inc. |
|
|
158,702 |
|
|
|
174,838 |
|
|
5,000 |
|
|
T-3 Energy Services Inc. |
|
|
158,719 |
|
|
|
199,150 |
|
|
500 |
|
|
Western Coal Corp. |
|
|
5,084 |
|
|
|
6,185 |
|
|
100,000 |
|
|
WesternZagros Resources Ltd. |
|
|
303,795 |
|
|
|
47,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,485,913 |
|
|
|
34,618,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment 0.7% |
|
|
|
|
|
|
|
|
|
250,000 |
|
|
Take-Two
Interactive Software Inc. |
|
|
3,840,655 |
|
|
|
3,060,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment and Supplies 0.1% |
|
|
|
|
|
|
|
|
|
5,000 |
|
|
Draka Holding NV |
|
|
126,175 |
|
|
|
127,617 |
|
|
1,000 |
|
|
The Middleby Corp. |
|
|
23,710 |
|
|
|
84,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
149,885 |
|
|
|
212,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services 1.6% |
|
|
|
|
|
|
|
|
|
2,000 |
|
|
CNA Surety Corp. |
|
|
47,010 |
|
|
|
47,360 |
|
|
4,100 |
|
|
First Mercury Financial Corp. |
|
|
67,101 |
|
|
|
67,240 |
|
|
222,214 |
|
|
Marshall & Ilsley Corp. |
|
|
1,506,400 |
|
|
|
1,537,721 |
|
|
1,100 |
|
|
Mercer Insurance Group Inc. |
|
|
30,712 |
|
|
|
30,789 |
|
|
205,000 |
|
|
SLM Corp. |
|
|
3,353,458 |
|
|
|
2,580,950 |
|
|
39,645 |
|
|
The Student Loan Corp. |
|
|
1,186,450 |
|
|
|
1,286,084 |
|
|
623 |
|
|
Wesco Financial Corp. |
|
|
224,288 |
|
|
|
229,520 |
|
|
150,000 |
|
|
Wilmington Trust Corp. |
|
|
635,667 |
|
|
|
651,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,051,086 |
|
|
|
6,430,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and Beverage 0.7% |
|
|
|
|
|
|
|
|
|
175,000 |
|
|
China
Huiyuan Juice Group Ltd. |
|
|
171,825 |
|
|
|
120,452 |
|
|
70,000 |
|
|
Del Monte Foods Co. |
|
|
1,317,250 |
|
|
|
1,316,000 |
|
|
1,000 |
|
|
Reddy Ice Holdings Inc. |
|
|
5,181 |
|
|
|
2,750 |
|
|
40,000 |
|
|
Wimm-Bill-Dann Foods
OJSC, ADR |
|
|
1,274,801 |
|
|
|
1,318,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,769,057 |
|
|
|
2,758,002 |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
3
THE GABELLI GLOBAL DEAL FUND
SCHEDULE OF INVESTMENTS (Continued)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Shares |
|
|
|
|
Cost |
|
|
Value |
|
|
|
|
|
COMMON STOCKS (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
Health Care 13.1% |
|
|
|
|
|
|
|
|
|
500 |
|
|
Actelion Ltd. |
|
$ |
25,874 |
|
|
$ |
27,380 |
|
|
41,000 |
|
|
Alcon Inc. |
|
|
6,458,046 |
|
|
|
6,699,400 |
|
|
16,000 |
|
|
ArthroCare Corp. |
|
|
138,864 |
|
|
|
496,960 |
|
|
14,000 |
|
|
Beckman Coulter Inc. |
|
|
1,018,690 |
|
|
|
1,053,220 |
|
|
2,400 |
|
|
Biogen Idec Inc. |
|
|
126,113 |
|
|
|
160,920 |
|
|
385,500 |
|
|
BMP Sunstone Corp. |
|
|
3,796,296 |
|
|
|
3,820,305 |
|
|
50,000 |
|
|
Crucell NV |
|
|
1,600,097 |
|
|
|
1,576,844 |
|
|
108,400 |
|
|
Crucell NV, ADR |
|
|
2,660,075 |
|
|
|
3,391,836 |
|
|
2,000 |
|
|
Enzon Pharmaceuticals Inc. |
|
|
17,870 |
|
|
|
24,340 |
|
|
15,500 |
|
|
Eurand NV |
|
|
182,554 |
|
|
|
183,365 |
|
|
58,000 |
|
|
Genzyme Corp. |
|
|
4,116,790 |
|
|
|
4,129,600 |
|
|
44,500 |
|
|
Indevus Pharmaceuticals Inc.,
Escrow (a) |
|
|
0 |
|
|
|
48,950 |
|
|
1,300,000 |
|
|
King Pharmaceuticals Inc. |
|
|
18,449,700 |
|
|
|
18,265,000 |
|
|
7,000 |
|
|
Life Technologies Corp. |
|
|
242,925 |
|
|
|
388,500 |
|
|
36,000 |
|
|
Martek Biosciences Corp. |
|
|
1,133,059 |
|
|
|
1,126,800 |
|
|
70,000 |
|
|
Matrixx Initiatives Inc. |
|
|
559,391 |
|
|
|
592,200 |
|
|
690,200 |
|
|
Q-Med AB |
|
|
7,577,465 |
|
|
|
7,824,931 |
|
|
33,000 |
|
|
Talecris
Biotherapeutics Holdings Corp. |
|
|
690,147 |
|
|
|
768,900 |
|
|
20,000 |
|
|
Trimeris Inc. |
|
|
71,450 |
|
|
|
49,400 |
|
|
212,000 |
|
|
WuXi PharmaTech (Cayman)
Inc., ADR |
|
|
3,957,878 |
|
|
|
3,421,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,823,284 |
|
|
|
54,050,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels and Gaming 0.0% |
|
|
|
|
|
|
|
|
|
5,000 |
|
|
MGM Resorts International |
|
|
13,100 |
|
|
|
74,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery 7.9% |
|
|
|
|
|
|
|
|
|
280,000 |
|
|
Baldor Electric Co. |
|
|
17,722,265 |
|
|
|
17,651,200 |
|
|
153,000 |
|
|
Bucyrus International Inc. |
|
|
13,714,175 |
|
|
|
13,678,200 |
|
|
39,000 |
|
|
Sauer-Danfoss Inc. |
|
|
517,725 |
|
|
|
1,101,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,954,165 |
|
|
|
32,431,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials 0.0% |
|
|
|
|
|
|
|
|
|
6,000 |
|
|
CIMPOR Cimentos de
Portugal SGPS SA |
|
|
45,956 |
|
|
|
40,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media 1.0% |
|
|
|
|
|
|
|
|
|
65,000 |
|
|
APN News & Media Ltd. |
|
|
305,431 |
|
|
|
128,642 |
|
|
115,000 |
|
|
Cablevision Systems Corp.,
Cl. A |
|
|
2,142,567 |
|
|
|
3,891,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,447,998 |
|
|
|
4,020,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metals and Mining 0.1% |
|
|
|
|
|
|
|
|
|
28,000 |
|
|
Camino Minerals Corp. |
|
|
5,242 |
|
|
|
13,799 |
|
|
20,000 |
|
|
Forsys Metals Corp. |
|
|
99,402 |
|
|
|
60,947 |
|
|
5,000 |
|
|
Lonmin plc |
|
|
73,737 |
|
|
|
153,259 |
|
|
5,000 |
|
|
Potash One Inc. |
|
|
22,425 |
|
|
|
22,679 |
|
|
3,000 |
|
|
Ventana Gold Corp. |
|
|
39,812 |
|
|
|
40,008 |
|
|
9,000 |
|
|
Xstrata plc |
|
|
53,675 |
|
|
|
211,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294,293 |
|
|
|
501,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing 0.0% |
|
|
|
|
|
|
|
|
|
136,000 |
|
|
SCMP Group Ltd. |
|
|
48,079 |
|
|
|
27,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate 0.0% |
|
|
|
|
|
|
|
|
|
5,000 |
|
|
ECO Business-Immobilien AG |
|
|
39,976 |
|
|
|
45,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail 1.8% |
|
|
|
|
|
|
|
|
|
104,000 |
|
|
Caseys General Stores Inc. |
|
|
3,967,461 |
|
|
|
4,421,040 |
|
|
21,000 |
|
|
Dollar Thrifty Automotive
Group Inc. |
|
|
910,585 |
|
|
|
992,460 |
|
|
4,000 |
|
|
J. Crew Group Inc. |
|
|
174,380 |
|
|
|
172,560 |
|
|
12,900 |
|
|
Jo-Ann Stores Inc. |
|
|
777,100 |
|
|
|
776,838 |
|
|
44,000 |
|
|
Massmart Holdings Ltd. |
|
|
924,580 |
|
|
|
979,856 |
|
|
2,000 |
|
|
Regis Corp. |
|
|
37,316 |
|
|
|
33,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,791,422 |
|
|
|
7,375,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductors 0.0% |
|
|
|
|
|
|
|
|
|
2,500 |
|
|
LTX-Credence Corp. |
|
|
18,894 |
|
|
|
18,500 |
|
|
10,000 |
|
|
Verigy Ltd. |
|
|
129,521 |
|
|
|
130,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,415 |
|
|
|
148,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty Chemicals 1.3% |
|
|
|
|
|
|
|
|
|
5,200 |
|
|
A. Schulman Inc. |
|
|
135,824 |
|
|
|
119,028 |
|
|
30,000 |
|
|
Airgas Inc. |
|
|
1,874,974 |
|
|
|
1,873,800 |
|
|
34,000 |
|
|
Ashland Inc. |
|
|
462,010 |
|
|
|
1,729,240 |
|
|
10,700 |
|
|
Potash Corp.
of Saskatchewan Inc. |
|
|
1,525,101 |
|
|
|
1,656,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,997,909 |
|
|
|
5,378,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunications 2.0% |
|
|
|
|
|
|
|
|
|
700,000 |
|
|
Asia
Satellite Telecommunications Holdings Ltd. |
|
|
1,556,319 |
|
|
|
1,215,778 |
|
|
40,000 |
|
|
BCE Inc. |
|
|
811,834 |
|
|
|
1,418,400 |
|
|
218,700 |
|
|
Fastweb SpA |
|
|
5,065,216 |
|
|
|
5,234,211 |
|
|
30,000 |
|
|
Portugal Telecom SGPS SA |
|
|
269,872 |
|
|
|
335,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,703,241 |
|
|
|
8,204,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation 0.0% |
|
|
|
|
|
|
|
|
|
5,000 |
|
|
AirTran Holdings Inc. |
|
|
36,975 |
|
|
|
36,950 |
|
|
7,100 |
|
|
Dynamex Inc. |
|
|
149,714 |
|
|
|
175,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,689 |
|
|
|
212,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wireless Communications 1.2% |
|
|
|
|
|
|
|
|
|
160,000 |
|
|
Syniverse Holdings Inc. |
|
|
4,915,138 |
|
|
|
4,936,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON
STOCKS |
|
|
297,613,143 |
|
|
|
293,624,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RIGHTS 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
Health Care 0.0% |
|
|
|
|
|
|
|
|
|
6,000 |
|
|
Fresenius Kabi Pharmaceuticals
Holding Inc., CVR |
|
|
1 |
|
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WARRANTS 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
Metals and Mining 0.0% |
|
|
|
|
|
|
|
|
|
220 |
|
|
Kinross Gold Corp., Cl. D,
expire 09/17/14 |
|
|
1,048 |
|
|
|
1,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONVERTIBLE CORPORATE BONDS 1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace 0.1% |
|
|
|
|
|
|
|
|
$ |
500,000 |
|
|
GenCorp Inc., Sub. Deb. Cv.,
4.063%, 12/31/39 |
|
|
385,999 |
|
|
|
471,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer Hardware 0.9% |
|
|
|
|
|
|
|
|
|
4,000,000 |
|
|
SanDisk Corp., Cv.,
1.000%, 05/15/13 |
|
|
3,551,563 |
|
|
|
3,870,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CONVERTIBLE
CORPORATE BONDS |
|
|
3,937,562 |
|
|
|
4,341,250 |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
4
THE GABELLI GLOBAL DEAL FUND
SCHEDULE OF INVESTMENTS (Continued)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
Market |
Amount |
|
|
|
Cost |
|
Value |
|
|
|
|
CORPORATE BONDS 0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Industrial 0.0% |
|
|
|
|
$ |
150,000 |
|
|
Park-Ohio Industries Inc.,
Sub. Deb., 8.375%, 11/15/14
|
|
$ |
83,919 |
|
|
$ |
153,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy and Utilities 0.1% |
|
|
|
|
|
|
|
|
|
600,000 |
|
|
Texas Competitive Electric
Holdings Co. LLC, Ser. B (STEP),
10.250%, 11/01/15
|
|
|
394,464 |
|
|
|
339,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CORPORATE
BONDS
|
|
|
478,383 |
|
|
|
492,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GOVERNMENT OBLIGATIONS 27.6% |
|
|
|
|
|
113,588,000 |
|
|
U.S. Treasury Bills,
0.105% to 0.210%,
01/27/11 to 06/09/11
|
|
|
113,523,802 |
|
|
|
113,540,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS 100.0% |
|
$ |
415,553,939 |
|
|
|
411,999,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
Settlement |
|
|
Appreciation/ |
|
|
|
|
|
|
|
Date |
|
|
Depreciation |
|
|
|
|
|
FORWARD FOREIGN EXCHANGE CONTRACTS |
|
|
|
|
|
|
|
|
|
3,600,000 |
(b) |
|
Deliver Euros in exchange for
United States Dollar 4,810,486(c) |
|
|
01/27/11 |
|
|
|
(96,106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
|
|
Termination |
|
|
|
|
|
Amount |
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
EQUITY CONTRACT FOR DIFFERENCE
SWAP AGREEMENTS |
|
|
|
|
|
|
|
|
$ |
267,269 |
|
|
|
|
|
|
|
|
|
|
|
(100,000 Shares) |
|
Gulf Keystone Petroleum Ltd. |
|
|
06/27/11 |
|
|
|
(4,684 |
) |
|
5,846 |
|
|
|
|
|
|
|
|
|
|
|
(1,000 Shares) |
|
J Sainsbury plc |
|
|
06/27/11 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY CONTRACT FOR
DIFFERENCE SWAP
AGREEMENTS |
|
|
|
|
|
|
(4,665 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
|
|
Value |
|
Other Assets and Liabilities (Net) |
|
|
2,094,580 |
|
|
|
|
|
|
PREFERRED STOCK |
|
|
|
|
(1,920,242 preferred shares outstanding) |
|
|
(96,012,100 |
) |
|
|
|
|
|
|
|
|
|
NET ASSETS COMMON SHARES |
|
|
|
|
(21,167,710 common shares outstanding) |
|
$ |
317,980,963 |
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE |
|
|
|
|
($317,980,963 ÷ 21,167,710 shares outstanding) |
|
$ |
15.02 |
|
|
|
|
|
|
|
|
(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, 2010, the market value of the fair valued security
amounted to $48,950 or 0.01% of total investments. |
|
(b) |
|
Principal amount denoted in Euros. |
|
(c) |
|
At December 31, 2010, the Fund has entered into forward foreign |
|
|
|
exchange contracts with Bank of New York Mellon. |
|
|
|
Non-income producing security. |
|
|
|
Represents annualized yield at date of purchase. |
|
ADR |
|
American Depositary Receipt |
|
CVR |
|
Contingent Value Right |
|
OJSC |
|
Open Joint Stock Company |
|
STEP |
|
Step coupon bond. The rate disclosed is that in effect at December 31,
2010. |
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
Market |
|
|
Market |
|
Geographic Diversification |
|
Value |
|
|
Value |
|
North America |
|
|
87.4 |
% |
|
$ |
360,023,926 |
|
Europe |
|
|
10.3 |
|
|
|
42,411,117 |
|
Africa/Middle East |
|
|
0.9 |
|
|
|
3,522,917 |
|
Latin America |
|
|
0.8 |
|
|
|
3,421,680 |
|
Asia/Pacific |
|
|
0.4 |
|
|
|
1,639,758 |
|
South Africa. |
|
|
0.2 |
|
|
|
979,856 |
|
|
|
|
|
|
|
|
Total Investments |
|
|
100.0 |
% |
|
$ |
411,999,254 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
5
THE GABELLI GLOBAL DEAL FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2010
|
|
|
|
|
Assets: |
|
|
|
|
Investments, at value (cost $415,553,939) |
|
$ |
411,999,254 |
|
Foreign currency, at value (cost $1,623,207) |
|
|
1,634,316 |
|
Cash |
|
|
2,519,513 |
|
Receivable for investments sold |
|
|
8,404,844 |
|
Dividends and interest receivable |
|
|
457,774 |
|
Unrealized appreciation on swap contracts |
|
|
19 |
|
Deferred offering expense |
|
|
653,103 |
|
Prepaid expense |
|
|
11,181 |
|
|
|
|
|
Total Assets |
|
|
425,680,004 |
|
|
|
|
|
Liabilities: |
|
|
|
|
Payable for investments purchased |
|
|
7,679,986 |
|
Payable for Fund shares repurchased |
|
|
134,536 |
|
Distributions payable |
|
|
113,348 |
|
Payable for investment advisory fees |
|
|
3,495,773 |
|
Payable for payroll expenses |
|
|
31,152 |
|
Payable for accounting fees |
|
|
7,500 |
|
Unrealized depreciation on forward foreign
exchange contracts |
|
|
96,106 |
|
Unrealized depreciation on swap contracts |
|
|
4,684 |
|
Series A 8.50% Cumulative Preferred Shares,
callable and mandatory redemption 02/26/16 (See Notes 2 and 5) |
|
|
96,012,100 |
|
Other accrued expenses |
|
|
123,856 |
|
|
|
|
|
Total Liabilities |
|
|
107,699,041 |
|
|
|
|
|
Net Assets Attributable to Common Shareholders |
|
$ |
317,980,963 |
|
|
|
|
|
Net Assets Attributable to Common Shareholders Consist of: |
|
|
|
|
Paid-in capital |
|
$ |
323,208,863 |
|
Accumulated net investment loss |
|
|
(40,486 |
) |
Accumulated net realized loss on investments,
swap contracts, securities sold short,
and foreign currency transactions |
|
|
(1,872,777 |
) |
Net unrealized depreciation on investments |
|
|
(3,554,685 |
) |
Net unrealized depreciation on swap contracts |
|
|
(4,665 |
) |
Net unrealized appreciation on foreign
currency translations |
|
|
244,713 |
|
|
|
|
|
Net Assets |
|
$ |
317,980,963 |
|
|
|
|
|
Net Asset Value per Common Share: |
|
|
|
|
($317,980,963 ÷ 21,167,710 shares outstanding at $0.001 par value;
unlimited number of shares authorized) |
|
$ |
15.02 |
|
|
|
|
|
STATEMENT OF OPERATIONS
For the
Year Ended December 31, 2010
|
|
|
|
|
Investment Income: |
|
|
|
|
Dividends (net of foreign withholding taxes of $121,842) |
|
$ |
1,874,555 |
|
Interest |
|
|
705,701 |
|
|
|
|
|
Total Investment Income |
|
|
2,580,256 |
|
|
|
|
|
Expenses: |
|
|
|
|
Investment advisory fees |
|
|
5,429,857 |
|
Interest expense on preferred shares |
|
|
8,183,698 |
|
Payroll expenses |
|
|
137,385 |
|
Shareholder communications expenses |
|
|
132,074 |
|
Amortization of offering costs on preferred shares |
|
|
100,645 |
|
Trustees fees |
|
|
96,478 |
|
Legal and audit fees |
|
|
80,970 |
|
Accounting fees |
|
|
45,000 |
|
Custodian fees |
|
|
41,505 |
|
Shareholder services fees |
|
|
14,451 |
|
Dividends on securities sold short |
|
|
1,463 |
|
Miscellaneous expenses |
|
|
86,844 |
|
|
|
|
|
Total Expenses |
|
|
14,350,370 |
|
|
|
|
|
Less: |
|
|
|
|
Advisory fee reduction on unsupervised assets
(See Note 3) |
|
|
(384 |
) |
|
|
|
|
Net Expenses |
|
|
14,349,986 |
|
|
|
|
|
Net Investment Loss |
|
|
(11,769,730 |
) |
|
|
|
|
Net Realized and Unrealized Gain/(Loss) on Investments,
Swap Contracts, Securities Sold Short,
and Foreign Currency: |
|
|
|
|
Net realized gain on investments |
|
|
12,742,351 |
|
Net realized gain on swap contracts |
|
|
1,180,410 |
|
Net realized loss on securities sold short |
|
|
(47,910 |
) |
Net realized gain on foreign currency transactions |
|
|
350,904 |
|
|
|
|
|
Net realized gain on investments, swap contracts,
securities sold short, and foreign currency transactions |
|
|
14,225,755 |
|
|
|
|
|
Net change in unrealized appreciation/depreciation: |
|
|
|
|
on investments |
|
|
7,066,435 |
|
on swap contracts |
|
|
(40,493 |
) |
on foreign currency translations |
|
|
244,398 |
|
|
|
|
|
Net change in unrealized appreciation/depreciation on
investments, swap contracts, and foreign
currency translations |
|
|
7,270,340 |
|
|
|
|
|
Net Realized and Unrealized Gain/(Loss) on Investments,
Swap Contracts, Securities Sold Short,
and Foreign Currency |
|
|
21,496,095 |
|
|
|
|
|
Net Increase in Net Assets Attributable to Common
Shareholders Resulting from Operations |
|
$ |
9,726,365 |
|
|
|
|
|
See accompanying notes to financial statements.
6
THE GABELLI GLOBAL DEAL FUND
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
Operations: |
|
|
|
|
|
|
|
|
Net investment loss |
|
$ |
(11,769,730 |
) |
|
$ |
(11,427,327 |
) |
Net realized gain on investments, swap contracts, securities
sold short, and foreign currency transactions |
|
|
14,225,755 |
|
|
|
3,131,336 |
|
Net change in unrealized appreciation on investments, swap
contracts, and foreign currency translations |
|
|
7,270,340 |
|
|
|
27,739,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Attributable to Common Shareholders
Resulting from Operations |
|
|
9,726,365 |
|
|
|
19,443,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders: |
|
|
|
|
|
|
|
|
Net realized short-term gain |
|
|
(563,444 |
) |
|
|
|
|
Return of capital |
|
|
(26,544,152 |
) |
|
|
(27,128,321 |
) |
|
|
|
|
|
|
|
Total Distributions to Common Shareholders |
|
|
(27,107,596 |
) |
|
|
(27,128,321 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions: |
|
|
|
|
|
|
|
|
Net decrease from repurchase of common shares |
|
|
(134,536 |
) |
|
|
(485,000 |
) |
Recapture of gain on sale of Fund shares by an affiliate
(See Note 3) |
|
|
10,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Net Assets from Fund Share Transactions |
|
|
(124,148 |
) |
|
|
(485,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Net Assets Attributable to Common Shareholders |
|
|
(17,505,379 |
) |
|
|
(8,170,189 |
) |
|
|
|
|
|
|
|
|
|
Net Assets Attributable to Common Shareholders: |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
335,486,342 |
|
|
|
343,656,531 |
|
|
|
|
|
|
|
|
End of period (including undistributed net investment income
of $0 and $0, respectively) |
|
$ |
317,980,963 |
|
|
$ |
335,486,342 |
|
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
For the
Year Ended December 31, 2010
|
|
|
|
|
Cash Flows from Operating Activities: |
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
9,726,365 |
|
|
|
|
|
|
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net
Cash from Operating Activities: |
|
|
|
|
Purchase of investment securities |
|
|
(930,032,945 |
) |
Proceeds from sales of investment securities |
|
|
835,105,830 |
|
Net sales of short-term investment securities |
|
|
143,258,073 |
|
Net realized gain on investments |
|
|
(12,742,351 |
) |
Net realized loss on securities sold short |
|
|
47,910 |
|
Net change in unrealized appreciation/depreciation on investments and swap contracts |
|
|
(7,025,942 |
) |
Net amortization of premium/(discount) |
|
|
(533,723 |
) |
Increase in payable in unrealized appreciation on forward foreign exchange contracts |
|
|
96,106 |
|
Increase in receivable for investments sold |
|
|
(8,351,963 |
) |
Increase in payable for investments purchased |
|
|
2,453,337 |
|
Increase in dividends and interest receivable |
|
|
(302,415 |
) |
Decrease in deferred offering expense |
|
|
74,523 |
|
Decrease in prepaid expense |
|
|
1,218 |
|
Decrease in payable for investment advisory fees |
|
|
(2,557,721 |
) |
Increase in payable for payroll expenses |
|
|
5,843 |
|
Decrease in payable for accounting fees |
|
|
(3,750 |
) |
Decrease in other accrued expenses |
|
|
(1,627 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
29,216,768 |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
Increase in distributions payable |
|
|
22,670 |
|
Distributions to Common Shareholders |
|
|
(27,107,596 |
) |
Increase in payable for Fund shares repurchased |
|
|
134,536 |
|
Decrease from Fund share transactions |
|
|
(124,148 |
) |
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
(27,074,538 |
) |
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
2,142,230 |
|
|
|
|
|
|
|
|
|
|
Cash (including foreign currency): |
|
|
|
|
Beginning of period |
|
|
2,011,599 |
|
|
|
|
|
End of period |
|
$ |
4,153,829 |
|
|
|
|
|
See accompanying notes to financial statements.
7
THE GABELLI GLOBAL DEAL FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
Period Ended |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
December 31, 2007 (f) |
|
Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
15.84 |
|
|
$ |
16.20 |
|
|
$ |
18.50 |
|
|
$ |
19.06 |
(g) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss) |
|
|
(0.56 |
) |
|
|
(0.54 |
) |
|
|
0.18 |
|
|
|
0.37 |
|
Net realized and unrealized gain/(loss) on investments, swap contracts,
securities sold short, and foreign currency transactions |
|
|
1.02 |
|
|
|
1.46 |
|
|
|
(0.89 |
) |
|
|
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations |
|
|
0.46 |
|
|
|
0.92 |
|
|
|
(0.71 |
) |
|
|
0.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
(0.18 |
) |
|
|
(0.30 |
) |
Net realized gain |
|
|
(0.03 |
) |
|
|
|
|
|
|
(0.43 |
) |
|
|
(0.90 |
) |
Return of capital |
|
|
(1.25 |
) |
|
|
(1.28 |
) |
|
|
(0.99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders |
|
|
(1.28 |
) |
|
|
(1.28 |
) |
|
|
(1.60 |
) |
|
|
(1.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net asset value from common share transactions |
|
|
|
|
|
|
|
|
|
|
0.01 |
|
|
|
0.00 |
(e) |
Decrease in net asset value from repurchase of common shares |
|
|
(0.00 |
)(e) |
|
|
(0.00 |
)(e) |
|
|
|
|
|
|
|
|
Recapture of gain on sale of Fund shares by an affiliate |
|
|
0.00 |
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fund share transactions |
|
|
0.00 |
(e) |
|
|
0.00 |
(e) |
|
|
0.01 |
|
|
|
0.00 |
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period |
|
$ |
15.02 |
|
|
$ |
15.84 |
|
|
$ |
16.20 |
|
|
$ |
18.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV total return |
|
|
3.07 |
% |
|
|
5.90 |
% |
|
|
(4.06 |
)% |
|
|
3.35 |
%** |
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period |
|
$ |
13.37 |
|
|
$ |
14.41 |
|
|
$ |
13.14 |
|
|
$ |
15.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment total return |
|
|
1.72 |
% |
|
|
20.03 |
% |
|
|
(8.39 |
)% |
|
|
(14.55) |
%*** |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets and Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets including liquidation value of preferred
shares, end of period (in 000s) |
|
$ |
413,993 |
|
|
$ |
431,498 |
|
|
|
|
|
|
|
|
|
Net assets attributable to common shares, end of period (in 000s) |
|
$ |
317,981 |
|
|
$ |
335,486 |
|
|
$ |
343,657 |
|
|
$ |
394,017 |
|
Ratio of net investment income to average net assets attributable to
common shares including interest and offering costs |
|
|
(3.60 |
)% |
|
|
(3.35 |
)% |
|
|
1.02 |
% |
|
|
2.12 |
%(h) |
Ratio of operating expenses including interest and offering costs to
average net assets attributable to common shares (a)(b) |
|
|
4.39 |
% |
|
|
4.67 |
% |
|
|
0.67 |
% |
|
|
0.64 |
%(h) |
Ratio of operating expenses excluding interest and offering costs
to average net assets attributable to common shares |
|
|
1.89 |
%* |
|
|
2.53 |
% |
|
|
0.65 |
% |
|
|
0.62 |
%(h) |
Portfolio turnover rate |
|
|
365 |
% |
|
|
371 |
% |
|
|
334 |
% |
|
|
177 |
% |
Preferred Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.500% Series A Cumulative Preferred Shares (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of period (in 000s) |
|
$ |
96,012 |
|
|
$ |
96,012 |
|
|
|
|
|
|
|
|
|
Total shares outstanding (in 000s) |
|
|
1,920 |
|
|
|
1,920 |
|
|
|
|
|
|
|
|
|
Liquidation preference per share |
|
$ |
50.00 |
|
|
$ |
50.00 |
|
|
|
|
|
|
|
|
|
Average market value (d) |
|
$ |
53.05 |
|
|
$ |
53.40 |
|
|
|
|
|
|
|
|
|
Asset coverage per share |
|
$ |
215.59 |
|
|
$ |
224.71 |
|
|
|
|
|
|
|
|
|
Asset coverage |
|
|
431 |
% |
|
|
449 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value per share, adjusted for reinvestment of distributions at the net
asset value per share on the ex-dividend dates. Total return for a period of less than one
year is not annualized. |
|
|
|
Based on market value per share, adjusted for reinvestment of distributions at prices obtained
under the Funds dividend reinvestment plan. Total return for a period of less than one year is
not annualized. |
|
|
|
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 period ended December 31, 2007 would
have been 411%. |
|
* |
|
The ratio includes amortization of offering costs on preferred shares. |
|
** |
|
Based on net asset value per share at commencement of operations of $19.06 per share,
adjusted for reinvestment of distributions at the net asset value per share on the ex-dividend
dates. |
|
*** |
|
Based on market value per share at initial public offering of $20.00 per share, adjusted for
reinvestments of distributions at prices obtained under the Funds dividend reinvestment plan. |
|
(a) |
|
The ratios do not include a reduction for custodian fee credits on cash balances maintained
with the custodian (Custodian Fee Credits). Including such Custodian Fee Credits, the
expense ratios for the year ended December 31, 2008 and the period ended December 31, 2007
would have been 0.66% and 0.63%, respectively. For the year ended December 31, 2010, there
were no Custodian Fee Credits and for the year ended December 31, 2009, the effect of
Custodian Fee Credits was minimal. |
|
(b) |
|
The Fund incurred interest expense during the years ended December 31, 2010, 2009, and 2008
and the period ended December 31, 2007, interest and offering costs include amounts relating
to the 8.50% Series A Preferred Shares issued during these periods. |
|
(c) |
|
Series A Cumulative Preferred Shares were first
issued on February 6, 2009. |
|
(d) |
|
Based on weekly prices. |
|
(e) |
|
Amount represents less than $0.005 per share. |
|
(f) |
|
The Gabelli Global Deal Fund commenced investment operations on January 31, 2007. |
|
(g) |
|
The beginning of period NAV reflects a $0.04 reduction for costs associated
with the initial public offering. |
|
(h) |
|
Annualized. |
See accompanying notes to financial statements.
8
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS
1. Organization. The Gabelli Global Deal Fund (the Fund) is a non-diversified closed-end
management investment company organized as a Delaware statutory trust on October 17, 2006 and
registered under the Investment Company Act of 1940, as amended (the 1940 Act). Investment
operations commenced on January 31, 2007.
The Funds primary investment objective is to achieve absolute returns in various market
conditions without excessive risk of capital. The Fund will seek to achieve its objective by
investing primarily in merger arbitrage transactions and, to a lesser extent, in corporate
reorganizations involving stubs, spin-offs, and liquidations. Under normal market conditions, the
Fund will invest at least 80% of its assets in securities or hedging arrangements relating to
companies involved in corporate transactions or reorganizations, giving rise to the possibility of
realizing gains upon or within relatively short periods of time after the completion of such
transactions or reorganizations.
The Fund may invest a high percentage of its assets in specific sectors of the market in order
to achieve a potentially greater investment return. As a result, the Fund may be more susceptible
to economic, political, and regulatory developments in a particular sector of the market, positive
or negative, and may experience increased volatility to the Funds NAV and a magnified effect in
its total return.
2. Significant Accounting Policies. The Funds financial statements are prepared in accordance with
U.S. generally accepted accounting principles (GAAP), which may require the use of management
estimates and assumptions. 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 markets 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 sixty 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 sixty 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. U.S. government
obligations with maturities greater than sixty days are normally valued using a model that
incorporates market observable data such as reported sales of similar securities, broker quotes,
yields, bids, offers, and reference data. Certain securities are valued principally using dealer
quotations. 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.
The inputs and valuation techniques used to measure fair value of the Funds investments are
summarized into three levels as described in the hierarchy 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 Funds determinations as to the
fair value of investments). |
9
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
A financial instruments level within the fair value hierarchy is based on the lowest
level of any input both individually and in aggregate that is significant to the fair value
measurement. 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 Funds
investments in securities and other financial instruments by inputs used to value the Funds
investments as of December 31, 2010 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Inputs |
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
Quoted |
|
|
Other Significant |
|
|
Significant |
|
|
Market Value |
|
|
|
Prices |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
at 12/31/10 |
|
INVESTMENTS IN SECURITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS (Market Value): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
$ |
54,001,581 |
|
|
|
|
|
|
$ |
48,950 |
|
|
$ |
54,050,531 |
|
Other Industries (a) |
|
|
239,573,911 |
|
|
|
|
|
|
|
|
|
|
|
239,573,911 |
|
|
Total Common Stocks |
|
|
293,575,492 |
|
|
|
|
|
|
|
48,950 |
|
|
|
293,624,442 |
|
|
Rights (a) |
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
241 |
|
Warrants (a) |
|
|
1,038 |
|
|
|
|
|
|
|
|
|
|
|
1,038 |
|
Convertible Corporate Bonds |
|
|
|
|
|
$ |
4,341,250 |
|
|
|
|
|
|
|
4,341,250 |
|
Corporate Bonds |
|
|
|
|
|
|
492,000 |
|
|
|
|
|
|
|
492,000 |
|
U.S. Government Obligations |
|
|
|
|
|
|
113,540,283 |
|
|
|
|
|
|
|
113,540,283 |
|
|
TOTAL INVESTMENTS IN SECURITIES ASSETS |
|
$ |
293,576,771 |
|
|
$ |
118,373,533 |
|
|
$ |
48,950 |
|
|
$ |
411,999,254 |
|
|
OTHER FINANCIAL INSTRUMENTS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS (Unrealized Appreciation): * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY CONTRACT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract for Difference Swap Agreement |
|
$ |
|
|
|
$ |
19 |
|
|
$ |
|
|
|
$ |
19 |
|
LIABILITIES (Unrealized Depreciation): * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY CONTRACT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract for Difference Swap Agreement |
|
$ |
|
|
|
$ |
(4,684 |
) |
|
$ |
|
|
|
$ |
(4,684 |
) |
FOREIGN CURRENCY EXCHANGE CONTRACT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Exchange Contract |
|
|
|
|
|
|
(96,106 |
) |
|
|
|
|
|
|
(96,106 |
) |
|
TOTAL OTHER FINANCIAL INSTRUMENTS |
|
$ |
|
|
|
$ |
(100,771 |
) |
|
$ |
|
|
|
$ |
(100,771 |
) |
|
|
|
|
(a) |
|
Please refer to the Schedule of Investments (SOI) for the industry classifications of these
portfolio holdings. |
|
* |
|
Other financial instruments are derivatives reflected in the SOI, such as futures, forwards,
and swaps, which are valued at the unrealized appreciation/ depreciation of the instrument. |
The Fund did not have significant transfers between Level 1 and Level 2 during the year
ended December 31, 2010.
The following table reconciles Level 3 investments for which significant unobservable inputs
were used to determine fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
appreciation/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during the |
|
|
|
Balance |
|
|
Accrued |
|
|
Realized |
|
|
unrealized |
|
|
Net |
|
|
Transfers |
|
|
Transfers |
|
|
Balance |
|
|
period on Level 3 |
|
|
|
as of |
|
|
discounts/ |
|
|
gain/ |
|
|
appreciation/ |
|
|
purchases/ |
|
|
into |
|
|
out of |
|
|
as of |
|
|
investments held |
|
|
|
12/31/09 |
|
|
(premiums) |
|
|
(loss) |
|
|
depreciation |
|
|
(sales) |
|
|
Level 3 |
|
|
Level 3 |
|
|
12/31/10 |
|
|
at 12/31/10 |
|
|
INVESTMENTS IN SECURITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS (Market Value): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
$ |
48,950 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
48,950 |
|
|
$ |
|
|
|
TOTAL INVESTMENTS IN SECURITIES |
|
$ |
48,950 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
48,950 |
|
|
$ |
|
|
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation on investments is included in the related
amounts in the Statement of Operations. |
|
|
|
The Funds policy is to recognize transfers into and transfers out of Level 3 as of the
beginning of the reporting period. |
In January 2010, the Financial Accounting Standards Board (FASB) issued amended
guidance to improve disclosure about fair value measurements which requires additional disclosures
about transfers between Levels 1 and 2 and separate disclosures about purchases, sales, issuances,
and settlements in the reconciliation of fair value measurements using significant unobservable
inputs (Level 3). FASB also clarified existing disclosure requirements relating to the levels of
disaggregation of fair value measurement and inputs and valuation techniques used to measure fair
value. The amended guidance is effective for financial statements for fiscal years beginning after
December 15, 2009 and interim periods within those fiscal years. Management has adopted the amended
guidance and determined that there was no material impact to the Funds financial statements except
for additional disclosures made in the notes. Disclosures about purchases, sales, issuances, and
settlements in the rollforward of activity in Level 3 fair value measurements are effective for
fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.
Management is currently evaluating the impact of the additional disclosure requirements on the
Funds financial statements.
10
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Merger Arbitrage Risk. The principal risk associated with the Funds investment strategy
is that certain of the proposed reorganizations in which the Fund invests may involve a longer time
frame than originally contemplated or be renegotiated or terminated, in which case losses may be
realized. The Fund invests all or a portion of its assets to seek short-term capital appreciation.
This can be expected to increase the portfolio turnover rate and cause increased brokerage
commission costs.
Derivative Financial Instruments.
The Fund may engage in various portfolio investment strategies by investing in a number of
derivative financial instruments for the purpose of increasing the income of the Fund, hedging
against changes in the value of its portfolio securities and in the value of securities it intends
to purchase, or hedging against a specific transaction with respect to either the currency in which
the transaction is denominated or another currency. Investing in certain derivative financial
instruments, including participation in the options, futures, or swap markets, entails certain
execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks.
Losses may arise if the Advisers prediction of movements in the direction of the securities,
foreign currency, and interest rate markets is inaccurate. Losses may also arise if the
counterparty does not perform its duties under a contract, or that, in the event of default, the
Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to
it under derivative contracts. The creditworthiness of the counterparties is closely monitored in
order to minimize these risks. Participation in derivative transactions involves investment risks,
transaction costs, and potential losses to which the Fund would not be subject absent the use of
these strategies. The consequences of these risks, transaction costs, and losses may have a
negative impact on the Funds ability to pay distributions.
The Funds derivative contracts held at December 31, 2010, if any, are not accounted for as hedging
instruments under GAAP.
Swap Agreements. The Fund may enter into equity contract for difference swap transactions for the
purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity
that involves investment techniques and risks different from those associated with ordinary
portfolio security transactions. In an equity contract for difference swap, a set of future cash
flows is 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. Depending on the
general state of short-term interest rates and the returns on the Funds portfolio securities at
the time a swap 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.
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 value of swaps, including the
accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized
gain or loss 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 equity contract for difference swap agreements with The Goldman Sachs
Group, Inc. Details of the swaps at December 31, 2010 are reflected within the Schedule of
Investments and further details are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized |
|
Notional |
|
Equity Security |
|
Interest Rate/ |
|
Termination |
|
|
Appreciation/ |
|
Amount |
|
Received |
|
Equity Security Paid |
|
Date |
|
|
Depreciation |
|
|
|
Market Value |
|
One month LIBOR plus 90 bps plus |
|
|
|
|
|
|
|
|
|
|
Appreciation on: |
|
Market Value Depreciation on: |
|
|
|
|
|
|
|
|
$267,269 (100,000 Shares) |
|
Gulf Keystone Petroleum Ltd. |
|
Gulf Keystone Petroleum Ltd |
|
|
6/27/11 |
|
|
$ |
(4,684 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,846 (1,000 Shares) |
|
J Sainsbury plc |
|
J Sainsbury plc |
|
|
6/27/11 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4,665 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
The Funds volume of activity in equity contract for difference swap agreements during the
year ended December 31, 2010 had an average monthly notional amount of approximately $1,139,073.
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, and are included
in unrealized appreciation/depreciation on futures. The Fund recognizes a realized gain or loss
when the contract is closed.
11
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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. During the year ended December 31, 2010, the Fund held no
investments in futures contracts.
Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for
the purpose of 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 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 Funds 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. Forward foreign
exchange contracts at December 31, 2010 are reflected within the Schedule of Investments.
Fair Values of Derivative Instruments as of December 31, 2010:
The following table presents the value of derivatives held as of December 31, 2010, by their
primary underlying risk exposure and respective location on the Statement of Assets and
Liabilities:
|
|
|
|
|
|
|
Derivative Contracts |
|
Statement of Assets and Liabilities Location |
|
Fair Value |
|
|
Assets: |
|
|
|
|
|
|
Equity Contracts |
|
Assets, Unrealized appreciation |
|
|
|
|
|
|
on swap contracts |
|
$ |
19 |
|
Liabilities: |
|
|
|
|
|
|
Equity Contracts |
|
Liabilities, Unrealized depreciation |
|
|
|
|
|
|
on swap contracts |
|
|
(4,684 |
) |
Forward Currency Exchange Contracts |
|
Liabilities, Unrealized depreciation |
|
|
|
|
|
|
on forward foreign exchange contracts |
|
|
(96,106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
(100,771 |
) |
|
|
|
|
|
|
Effect of Derivative Instruments on the Statement of Operations during the Year Ended December
31, 2010:
The following table presents the effect of derivatives on the Statement of Operations during the
year ended December 31, 2010, by primary risk exposure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Unrealized |
|
|
|
|
|
|
|
Depreciation on |
|
|
|
Realized Gain on |
|
|
Derivatives Recognized |
|
Derivative Contracts |
|
Derivatives Recognized in Income |
|
|
in Income/(Loss) |
|
|
Equity Contracts |
|
$ |
1,180,410 |
|
|
$ |
(40,493 |
) |
Foreign Currency Exchange Contracts |
|
|
|
|
|
|
(96,106 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
1,180,410 |
|
|
$ |
(136,599 |
) |
|
|
|
|
|
|
|
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 Funds holding period. It is the policy of the Fund to receive and
maintain securities as collateral whose market value is not less than their repurchase price. 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
12
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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, 2010, the Fund held no
investments in repurchase agreements.
Securities Sold Short. The Fund may enter into short sale transactions. Short selling involves
selling securities that may or may not be owned and, at times, borrowing the same securities for
delivery to the purchaser, with an obligation to replace such borrowed securities at a later date.
The proceeds received from short sales are recorded as liabilities and the Fund records an
unrealized gain or loss to the extent of the difference between the proceeds received and the value
of an open short position on the day of determination. The Fund records a realized gain or loss
when the short position is closed out. By entering into a short sale, the Fund bears the market
risk of an unfavorable change in the price of the security sold short. Dividends on short sales are
recorded as an expense by the Fund on the ex-dividend date and interest expense is recorded on the
accrual basis. The broker retains collateral for the value of the open positions, which is adjusted
periodically as the value of the position fluctuates. At December 31, 2010, there were no short
sales outstanding.
Series A 8.50% Cumulative Preferred Shares. For financial reporting purposes only, the
liquidation value of preferred shares that have a mandatory call date is classified as a liability
within the Statement of Assets and Liabilities and the dividends paid on these preferred shares are
included as a component of Interest expense on preferred shares within the Statement of
Operations. Offering costs are amortized over the life of the preferred shares.
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 purchase 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 inability 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 from foreign
securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such
dividends.
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 on
outstanding balances. This amount, if any, would be included in interest expense in the Statement
of Operations. There were neither custodian fee credits earned nor such interest expense incurred
during the year ended December 31, 2010.
Distributions to Shareholders. Distributions to 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 GAAP. See Series A 8.50% Cumulative Preferred Shares above for discussion of GAAP
treatment. The distributions on these Preferred Shares are treated as dividends for tax purposes.
These differences are also 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 for
13
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
federal income tax purposes 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. Permanent differences were primarily due to the tax treatment of interest
expense related to Series A Cumulative Preferred Shares, the tax treatment of currency gains and
losses, disallowed expenses related to the offering expense on preferred shares, reclassifications
of gains on investments in passive foreign investment companies, a write-off of the net operating
loss, recharacterization of distributions, and tax treatment of swap gains/losses. These
reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2010,
reclassifications were made to decrease accumulated net investment loss by $11,915,526 and to
decrease accumulated net realized gain on investments, swap contracts, securities sold short, and
foreign currency transactions by $11,814,881 with an offsetting adjustment to paid-in capital.
The Fund declared and paid quarterly distributions from net investment income, capital gains,
and paid-in capital. The actual sources of the distribution are determined after the end of the
year. Distributions during the year may be made in excess of required distributions. To the extent
such distributions were made from current earnings and profits, they are considered ordinary income
or long-term capital gains. This may restrict the Funds ability to pass through to shareholders
all of its net realized long-term capital gains as a Capital Gain Dividend, subject to the maximum
federal income tax rate of 15%, and may cause such gains to be treated as ordinary income subject
to a maximum federal income tax rate of 35%. Any paid-in capital that is a component of a
distribution and is not sourced from realized gains of the Fund should not be considered as yield
or total return on an investment from the Fund.
The tax character of distributions paid during the years ended December 31, 2010 and December
31, 2009 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Common |
|
|
Preferred |
|
|
Common |
|
|
Preferred |
|
Distributions paid from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary income
(inclusive of short-term capital gains) |
|
$ |
563,444 |
|
|
$ |
8,183,698 |
|
|
$ |
27,128,321 |
|
|
$ |
1,003,972 |
|
Return of capital |
|
|
26,544,152 |
|
|
|
|
|
|
|
|
|
|
|
6,227,607 |
|
|
|
|
|
|
|
|
|
|
a aaaaaaaaaaaaaaa |
|
|
|
|
Total distributions
paid |
|
$ |
27,107,596 |
|
|
$ |
8,183,698 |
|
|
$ |
27,128,321 |
|
|
$ |
7,231,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
As of December 31, 2010, the components of accumulated earnings/losses on a tax basis were as
follows:
|
|
|
|
|
Net unrealized depreciation on investments, swap contracts, and
foreign currency translations |
|
$ |
(5,097,207 |
) |
Post-October capital loss deferral |
|
|
(21,970 |
) |
Other temporary differences* |
|
|
(108,723 |
) |
|
|
|
|
Total |
|
$ |
(5,227,900 |
) |
|
|
|
|
|
|
|
* |
|
Other temporary differences are primarily due to adjustments on preferred share class
distribution payables and adjustments on investments in swap contracts. |
Under the current tax law, capital losses related to securities and foreign currency
realized after October 31 and prior to the Funds year end may be treated as occurring on the first
day of the following year. For the year ended December 31, 2010, the Fund deferred capital losses
of $21,970.
At December 31, 2010, the temporary difference between book basis and tax basis net unrealized
depreciation on investments was primarily due to deferral of losses from wash sales for tax
purposes, mark-to-market adjustments on investments in passive foreign investment companies, and
basis adjustments on investments in partnerships.
|
|
The following summarizes the tax cost of investments and the related net unrealized
depreciation at December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Net Unrealized |
|
|
|
Cost |
|
|
Appreciation |
|
|
Depreciation |
|
|
Depreciation |
|
Investments |
|
$ |
417,432,615 |
|
|
$ |
12,583,687 |
|
|
$ |
(18,017,048 |
) |
|
$ |
(5,433,361 |
) |
The Fund is required to evaluate tax positions taken or expected to be taken in the
course of preparing the Funds tax returns to determine whether the tax positions are
more-likely-than-not of being sustained by the applicable tax authority. Income tax and related
interest and penalties would be recognized by the Fund as tax expense in the Statement of
Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the
year ended December 31, 2010, the Fund did not incur any income tax, interest, or penalties. As of
December 31, 2010, the Adviser has reviewed all open tax years and concluded that there was no
14
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
impact to the Funds net assets or results of operations. Tax years ended December 31, 2007
through December 31, 2010 remain subject to examination by the Internal Revenue Service and state
taxing authorities. On an ongoing basis, the Adviser will monitor the Funds tax positions to
determine if adjustments to this conclusion are necessary.
3. Agreements and Transactions with Affiliates. The Fund has entered into an investment advisory
agreement (the Advisory Agreement) with the Adviser which provides that the Fund will pay the
Adviser a base fee, computed weekly and paid monthly, equal on an annual basis to 0.50% of the
value of the Funds average weekly managed assets. Managed assets consist of all of the assets of
the Fund without deduction for borrowings, repurchase transactions, and other leveraging
techniques, the liquidation value of any outstanding preferred shares, or other liabilities except
for certain ordinary course expenses. In addition, the Fund may pay the Adviser an annual
performance fee at a calendar year end if the Funds total return on its managed assets during the
year exceeds the total return of the 3 Month U.S. Treasury Bill Index (the T-Bill Index) during
the same period. For every four basis points that the Funds total return exceeds the T-Bill Index,
the Fund will accrue weekly and pay annually one basis point performance fee up to a maximum
performance fee of 150 basis points. Under the performance fee arrangement, the annual rate of the
total fees paid to the Adviser can range from 0.50% to 2.00% of the average weekly managed assets.
For the year ended December 31, 2010, the Fund accrued a $3,319,400 performance fee to the Adviser.
In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for
the Funds portfolio and oversees the administration of all aspects of the Funds business and
affairs.
There was a reduction in the advisory fee paid to the Adviser relating to certain portfolio
holdings, i.e., unsupervised assets, of the Fund with respect to which the Adviser has transferred
dispositive and voting control to the Funds Proxy Voting Committee. During the year ended December
31, 2010, the Funds Proxy Voting Committee exercised control and discretion over all rights to
vote or consent with respect to such securities and the Adviser reduced its fee with respect to
such securities by $384.
During the year ended December 31, 2010, the Fund paid brokerage commissions on security
trades of $639,498 to Gabelli & Company, Inc. (Gabelli & Co.), an affiliate of the Adviser.
The cost of calculating the Funds NAV per share is a Fund expense pursuant to the Advisory
Agreement between the Fund and the Adviser. During the year ended December 31, 2010, the Fund paid
or accrued $45,000 to the Adviser in connection with the cost of computing the Funds 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 Funds Chief Compliance Officer. For the year ended December 31, 2010, the Fund paid or accrued
$137,385 in payroll expenses in the Statement of Operations.
During the year ended December 31, 2010, the Fund recaptured a gain of $10,388 on the sale of
its shares by an affiliate of the Adviser.
The Fund pays each Trustee who is not considered an affiliated person an annual retainer of
$6,000 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any
out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per
meeting attended, 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. A Trustee may receive a single meeting fee, allocated among the participating funds, for
participation in certain meetings held on behalf of multiple funds. 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 sales of securities for the year ended December 31, 2010,
other than short-term securities and U.S. Government obligations, aggregated $916,834,987 and
$810,922,992, respectively.
5. Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial
interest (par value $0.001). The Board has authorized the repurchase of its shares on the open
market when the shares are trading at a discount of 7.5% or more (or such other percentage as the
Board may determine from time to time) from the NAV of the shares.
Transactions in shares of beneficial interest for the years ended December 31, 2010 and
December 31, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Shares repurchased |
|
|
(10,100 |
) |
|
$ |
(134,536 |
) |
|
|
(33,700 |
) |
|
$ |
(485,000 |
) |
15
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
The Fund filed a $200 million shelf offering with the SEC that went effective August 6,
2008. The shelf offering gave the Fund the ability to offer preferred shares, notes, or
subscription rights to purchase preferred shares.
At the Funds August 20, 2008 Board meeting, the Board approved a Rights Offering for Series A
Cumulative Callable Preferred Shares (Preferred Shares). One transferable Right was issued for
each common share of the Fund held on December 19, 2008, the Record Date. Ten Rights plus $50 was
required to purchase one Preferred Share of the Fund. On February 6, 2009, the Fund received
$95,532,039 (after solicitation fees of $480,061) from the issuance of 1,920,242 shares of $50
Series A Cumulative Callable Preferred Shares, at $0.001 par value.
Gabelli & Co. acted as Dealer Manager for the Rights Offering. The Dealer Manager provided
financial structuring and marketing services in connection with the offering and solicited the
exercise of Rights. The Fund agreed to pay a solicitation fee equal to $0.25 per Preferred Share to
broker-dealers that had executed and delivered soliciting dealer agreements and had solicited the
exercise of Rights. Gabelli & Co. retained $215,385 in solicitation fees related to the Rights
Offering.
The Funds Preferred Shares have an annual dividend rate of 8.50%. Distributions are paid
quarterly in March, June, September, and December of each year. The Preferred Shares will be
subject to mandatory redemption in full on February 16, 2016 at the liquidation preference of
$50.00 per share. The Preferred Shares are callable at any time within 30 to 60 days after notice
at the liquidation preference plus any accumulated and unpaid dividends. At December 31, 2010,
1,920,242 shares of Series A Cumulative Preferred Shares were outstanding and accrued dividends
amounted to $113,348.
The 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 the Preferred Shares are cumulative. The Fund is required by the
Statement of Preferences to meet certain asset coverage tests with respect to the 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 Preferred Shares at the redemption price of $50 per
share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such
shares in order to meet the requirements. Additionally, failure to meet the foregoing asset
coverage requirements could restrict the Funds ability to pay dividends to common shareholders and
could lead to sales of portfolio securities at inopportune times. The income received on the Funds
assets may vary in a manner unrelated to the fixed rate, which could have either a beneficial or
detrimental impact on net investment income and gains available to common shareholders.
The holders of cumulative Preferred Stock 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 Stock 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
stock, voting as a single class, will be required to approve any plan of reorganization adversely
affecting the preferred stock, and the approval of a majority (as defined in the 1940 Act) of the
outstanding preferred stock and 75% of the Funds outstanding voting securities will be required to
approve certain other actions, including changes in the Funds investment objectives or fundamental
investment policies.
On November 5, 2010, the Fund filed a $200,000,000 registration statement for a new series of
preferred shares to be issued through a rights offering to its existing preferred shareholders. The
Prospectus and applicable Prospectus Supplement set forth the terms of the offering; the agents,
underwriters, or dealers involved in the sale of shares; the purchase price, fee, commission or
discount arrangement between the Fund and its agents and underwriters; and the basis on which such
amount may be calculated.
6. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The
Funds maximum exposure under these arrangements is unknown. However, the Fund has not had prior
claims or losses pursuant to these contracts. Management has reviewed the Funds existing contracts
and expects the risk of loss to be remote.
16
THE GABELLI GLOBAL DEAL FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
7. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to
resolve an 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 administrative settlement order, the SEC found that the Adviser had willfully
violated Section 206(2) of the 1940 Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder,
and had willfully 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 SECs
findings and allegations, paid $16 million (which included a $5 million civil monetary penalty),
approximately $12.8 million of which is in the process of being paid to shareholders of the Global
Growth Fund in accordance with a plan developed by an independent distribution consultant and
approved by the independent directors of the Global Growth Fund and acceptable to the staff of the
SEC, and agreed to cease and desist from future violations of the above referenced federal
securities laws and rule. The SEC order also noted the cooperation that the Adviser had given the
staff of the SEC during its inquiry. The settlement did 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 Fund, the Global Growth Fund, and other funds in the
Gabelli/GAMCO fund complex. The officer denied the allegations and is continuing in his positions
with the Adviser and the funds. The court dismissed certain claims and found that the SEC was not
entitled to pursue various remedies against the officer while leaving one remedy in the event the
SEC were able to prove violations of law. The court subsequently dismissed without prejudice the
remaining remedy against the officer, which would allow the SEC to appeal the courts rulings. On
October 29, 2010 the SEC filed its appeal with the U.S. Court of Appeals for the Second Circuit
regarding the lower courts orders. The Adviser currently expects that any resolution of the action
against the officer will not have a material adverse impact on the Fund or the Adviser or its
ability to fulfill its obligations under the Advisory Agreement.
8. Subsequent Events. Effective January 14, 2011, the Fund changed its name to The GDL Fund. The
ticker symbol remains the same. The new CUSIP number for the Funds common shares is 361570104.
Management has evaluated the impact on the Fund of events occurring subsequent to December 31,
2010, through the date the financial statements were issued, and has determined that there were no
additional subsequent events requiring recognition or disclosure in the financial statements.
17
THE GABELLI GLOBAL DEAL FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of
Trustees of The Gabelli Global Deal Fund
We have audited the accompanying statement of assets and liabilities, including the schedule
of investments, of The Gabelli Global Deal Fund (the Fund), as of December 31, 2010, and the
related statement of operations and cash flows for the year then ended, the statements of changes
in net assets for each of the two years in the period then ended, and the financial highlights for
each of the periods indicated therein. These financial statements and financial highlights are the
responsibility of the Funds management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits 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 and financial highlights are free of
material misstatement. We were not engaged to perform an audit of the Funds internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Funds internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements and
financial highlights, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our procedures included
confirmation of securities owned as of December 31, 2010, by correspondence with the Funds
custodian and brokers or by other appropriate auditing procedures where replies from brokers were
not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly,
in all material respects, the financial position of The Gabelli Global Deal Fund at December 31,
2010, the results of its operations and its cash flows for the year then ended and the changes in
its net assets and the financial highlights for each of the periods indicated therein, in
conformity with U.S. generally accepted accounting principles.
Philadelphia, Pennsylvania
February 28, 2011
18
THE GABELLI GLOBAL DEAL FUND
ADDITIONAL FUND INFORMATION (Unaudited)
The business and affairs of the Fund are managed under the direction of the Funds Board
of Trustees. Information pertaining to the Trustees and officers of the Fund is set forth below.
The Funds Statement of Additional Information includes additional information about the Funds
Trustees and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by
writing to The Gabelli Global Deal Fund at One Corporate Center, Rye, NY 10580-1422.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Term of |
|
Funds in Fund |
|
|
|
|
Name, Position(s) |
|
Office and |
|
Complex |
|
|
|
|
Address1 |
|
Length of |
|
Overseen by |
|
Principal Occupation(s) |
|
Other Directorships |
and Age |
|
Time Served2 |
|
Trustee |
|
During Past Five Years |
|
Held by Trustee4 |
INTERESTED TRUSTEES3: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mario J. Gabelli
Trustee and
Chief Investment Officer
Age: 68
|
|
Since 2006**
|
|
|
26 |
|
|
Chairman and Chief Executive Officer of
GAMCO Investors, Inc. and Chief Investment
Officer Value Portfolios of Gabelli Funds,
LLC and GAMCO Asset Management Inc.;
Director/Trustee or Chief Investment
Officer of other registered investment
companies in the Gabelli/GAMCO Funds
complex; Chief Executive Officer of
GGCP, Inc.
|
|
Director of Morgan Group
Holdings, Inc. (holding
company); Chairman of the
Board and Chief Executive
Officer of LICT Corp.
(multimedia and communication
services company); Director of
CIBL, Inc. (broadcasting and
wireless communications) |
|
|
|
|
|
|
|
|
|
|
|
Edward T. Tokar
Trustee
Age: 63
|
|
Since 2006***
|
|
|
2 |
|
|
Senior Managing Director of Beacon Trust
Company since 2004; Chief Executive
Officer of Allied Capital Management LLC
(1997-2004); Vice President Investments
of Honeywell International Inc. (1977-2004);
Director of Teton Advisors, Inc. (financial
services) (2008-present)
|
|
Director of CH Energy Group
(energy services); Trustee of Levco
Series Trust Mutual Funds through
2005; Director of DB Hedge
Strategies Fund through March
2007; Director of Topiary Fund
for Benefit Plan Investors Fund
(BPI) LLC through December 2007 |
|
|
|
|
|
|
|
|
|
|
|
INDEPENDENT TRUSTEES5: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony J. Colavita
Trustee
Age: 75
|
|
Since 2006***
|
|
|
34 |
|
|
President of the law firm of
Anthony J. Colavita, P.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Conn
Trustee
Age: 72
|
|
Since 2006*
|
|
|
18 |
|
|
Former Managing Director and Chief Investment
Officer of Financial Security Assurance Holdings
Ltd. (insurance holding company) (1992-1998)
|
|
Director of First Republic Bank
(banking) through January 2008 and
LaQuinta Corp. (hotels) through
January 2006 |
|
|
|
|
|
|
|
|
|
|
|
Clarence A. Davis
Trustee
Age: 69
|
|
Since 2006*
|
|
|
2 |
|
|
Former Chief Executive Officer of Nestor, Inc.
(2007-2009); Former Chief Operating Officer
(2000-2005) and Chief Financial Officer
(1999-2000) of the American Institute of
Certified Public Accountants
|
|
Director of Oneida Ltd.
(kitchenware); (2005-2006)
Director of Telephone & Data
Systems, Inc. (telephone services);
Director of Pennichuck Corp. (water
supply); Director of Sonesta
International Hotels Corp. (hotels);
(2005-2006) |
|
|
|
|
|
|
|
|
|
|
|
Mario dUrso
Trustee
Age: 70
|
|
Since 2006**
|
|
|
5 |
|
|
Chairman of Mittel Capital Markets S.p.A.
(2001-2008); Senator in the Italian Parliament
(1996-2001)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur V. Ferrara
Trustee
Age: 80
|
|
Since 2006*
|
|
|
8 |
|
|
Former Chairman of the Board and Chief
Executive Officer of The Guardian Life
Insurance Company of America (1992-1995)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Melarkey
Trustee
Age: 61
|
|
Since 2006**
|
|
|
5 |
|
|
Partner in the law firm of Avansino, Melarkey,
Knobel, Mulligan & McKenzie
|
|
Director of Southwest Gas
Corporation (natural gas utility) |
|
|
|
|
|
|
|
|
|
|
|
Salvatore J. Zizza
Trustee
Age: 65
|
|
Since 2006***
|
|
|
28 |
|
|
Chairman and Chief Executive Officer
of Zizza & Co., Ltd. (private holding company)
and Chief Executive Officer of General
Employment Enterprises, Inc.
|
|
Director of Harbor BioSciences, Inc.
(biotechnology); and Trans-Lux
Corporation (business services);
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 |
19
THE GABELLI GLOBAL DEAL FUND
ADDITIONAL FUND INFORMATION (Continued) (Unaudited)
|
|
|
|
|
|
|
Term of |
|
|
Name, Position(s) |
|
Office and |
|
|
Address1 |
|
Length of |
|
Principal Occupation(s) |
and Age |
|
Time Served2 |
|
During Past Five Years |
OFFICERS: |
|
|
|
|
|
|
|
|
|
Bruce N. Alpert
President
Age: 59
|
|
Since 2006
|
|
Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an
officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex;
Director of Teton Advisors, Inc. since 1998; Chairman of Teton Advisors, Inc. 2008 to 2010;
President of Teton Advisors, Inc. 1998 through 2008; Senior Vice President of GAMCO Investors,
Inc. since 2008 |
|
|
|
|
|
Carter W. Austin
Vice President
Age: 44
|
|
Since 2006
|
|
Vice President of other closed-end funds within the Gabelli Funds complex; Vice President of Gabelli
Funds, LLC since 1996 |
|
|
|
|
|
Laurissa M. Martire
Vice President
Age: 34
|
|
Since 2010
|
|
Vice President of other closed-end funds within the Gabelli Funds complex |
|
|
|
|
|
Agnes Mullady
Treasurer and Secretary
Age: 52
|
|
Since 2006
|
|
Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since
2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex |
|
|
|
|
|
David I. Schachter
Vice President
Age: 57
|
|
Since 2006
|
|
Vice President of The Gabelli Utility Trust since 1999; The Gabelli Global Utility & Income Trust
since 2004; The Gabelli Healthcare & WellnessRx Trust since 2007; Vice President of Gabelli &
Company, Inc. since 1999 |
|
|
|
|
|
Peter D. Goldstein
Chief Compliance Officer
Age: 57
|
|
Since 2006
|
|
Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer
of all of the registered investment companies in the Gabelli/GAMCO Funds complex |
|
|
|
1 |
|
Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted. |
|
2 |
|
The Funds 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 Funds 2011 Annual Meeting of Shareholders or until their successors
are duly elected and qualified. |
|
|
|
** Term expires at the Funds 2012 Annual Meeting of Shareholders or until their successors
are duly elected and qualified. |
|
|
|
*** Term expires at the Funds 2013 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. Mr. Gabelli is considered
an interested person of the Fund because of his affiliation with the Investment Adviser and
with Gabelli & Company, Inc., which is a principal underwriter for the Funds common shares
and is expected to execute portfolio transactions for the Fund. Mr. Tokar is considered an
interested person of the Fund as a result of his sons employment by an affiliate of the
Adviser. |
|
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 Funds Chief Executive Officer has certified to the New York Stock Exchange (NYSE) that,
as of June 14, 2010, he was not aware of any violation by the Fund of applicable NYSE corporate
governance listing standards. The Fund reports to the Securities and Exchange Commission on Form
N-CSR which contains certifications by the Funds principal executive officer and principal
financial officer that relate to the Funds disclosure in such reports and that are required by
Rule 30a-2(a) under the 1940 Act.
20
THE GABELLI GLOBAL DEAL FUND
INCOME TAX INFORMATION (Unaudited)
December 31, 2010
Cash Dividends and Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount |
|
|
Ordinary |
|
|
|
|
|
|
Dividend |
|
|
|
Payable |
|
Record |
|
|
Paid |
|
|
Investment |
|
|
Return of |
|
|
Reinvestment |
|
|
|
Date |
|
Date |
|
|
Per Share |
|
|
Income (a) |
|
|
Capital (b) |
|
|
Price |
|
Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/24/10 |
|
|
03/17/10 |
|
|
$ |
0.32000 |
|
|
$ |
0.00591 |
|
|
$ |
0.31409 |
|
|
$ |
14,2367 |
|
|
|
06/23/10 |
|
|
06/16/10 |
|
|
|
0.32000 |
|
|
$ |
0.00591 |
|
|
$ |
0.31409 |
|
|
|
13.4706 |
|
|
|
09/23/10 |
|
|
09/16/10 |
|
|
|
0.32000 |
|
|
$ |
0.00591 |
|
|
$ |
0.31409 |
|
|
|
13.9794 |
|
|
|
12/17/10 |
|
|
12/14/10 |
|
|
|
0.32000 |
|
|
$ |
0.00591 |
|
|
$ |
0.31409 |
|
|
|
13.3705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.28000 |
|
|
$ |
0.02364 |
|
|
$ |
1.25636 |
|
|
|
|
|
8.500% Series A Cumulative Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/24/10 |
|
|
03/19/10 |
|
|
$ |
1.06250 |
|
|
$ |
1.06250 |
|
|
|
|
|
|
|
|
|
|
|
06/28/10 |
|
|
06/21/10 |
|
|
|
1.06250 |
|
|
|
1.06250 |
|
|
|
|
|
|
|
|
|
|
|
09/27/10 |
|
|
09/20/10 |
|
|
|
1.06250 |
|
|
|
1.06250 |
|
|
|
|
|
|
|
|
|
|
|
12/27/10 |
|
|
12/17/10 |
|
|
|
1.06250 |
|
|
|
1.06250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4.25000 |
|
|
$ |
4.25000 |
|
|
|
|
|
|
|
|
|
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 2010 tax returns. Ordinary
income distributions include net investment income and realized net short-term capital gains, if
any. Ordinary income is reported in box 1a of Form 1099-DIV. Capital gain distributions are
reported in box 2a of Form 1099-DIV. There were no long-term gain distributions for the year ended
December 31, 2010.
Corporate Dividends Received Deductions, Qualified Dividend Income, and U.S. Government Securities
Income
The Fund paid to common shareholders ordinary income dividends of $0.02364 per share in 2010.
For the year ended December 31, 2010, 9.67% of the ordinary dividend qualified for the dividends
received deduction available to corporations, and 20.61% of the ordinary income distribution was
qualified dividend income and 0.00% of the ordinary income distribution was qualified interest
income. The percentage of ordinary income dividends paid by the Fund during 2010 derived from U.S.
Treasury securities was 0.00%. 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 Funds fiscal year in U.S. Government securities. The Fund did not meet this strict
requirement in 2010. The percentage of U.S. Treasury securities held as of December 31, 2010 was
27.56%.
Historical Distribution Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term |
|
|
Long-Term |
|
|
|
|
|
|
|
|
|
|
|
|
Investment |
|
|
Capital |
|
|
Capital |
|
|
Return of |
|
|
Total |
|
|
Adjustment to |
|
|
|
Income (a) |
|
|
Gains (a) |
|
|
Gains |
|
|
Capital (b) |
|
|
Distributions |
|
|
Cost Basis |
|
Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
$ |
0.02364 |
|
|
|
|
|
|
$ |
1.25636 |
|
|
$ |
1.28000 |
|
|
$ |
1.25636 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.28000 |
|
|
|
1.28000 |
|
|
|
1.28000 |
|
2008 |
|
$ |
0.25080 |
|
|
|
0.42760 |
|
|
|
|
|
|
|
0.92160 |
|
|
|
1.60000 |
|
|
|
0.92160 |
|
2007 |
|
|
0.29820 |
|
|
|
0.90180 |
|
|
|
|
|
|
|
|
|
|
|
1.20000 |
|
|
|
|
|
8.500% Series A Cumulative Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
$ |
4.25000 |
|
|
|
|
|
|
|
|
|
|
$ |
4.25000 |
|
|
|
|
|
2009 |
|
|
|
|
|
|
0.51628 |
|
|
|
|
|
|
$ |
3.20247 |
|
|
|
3.71875 |
|
|
$ |
3.20247 |
|
|
|
|
(a) |
|
Taxable as ordinary income for Federal tax purposes. |
|
(b) |
|
Non-taxable. |
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 Global Deal Funds shareholders will be held
on Monday, May 16, 2011 at the Greenwich Library in Greenwich, Connecticut.
21
THE GABELLI GLOBAL DEAL FUND
ANNUAL APPROVAL OF CONTINUANCE OF INVESTMENT ADVISORY AGREEMENT
During the six months ended December 31, 2010, the Board of Trustees of the Trust approved the
continuation of the investment advisory agreement with the Adviser for the Trust on the basis of
the recommendation by the trustees (the Independent Board Members) who are not interested
persons of the Trust. The following paragraphs summarize the material information and factors
considered by the Independent Board Members as well as their conclusions relative to such factors.
Nature, Extent, and Quality of Services. The Independent Board Members considered information
regarding the portfolio management team, the team leader, the depth of the analyst pool available
to the Adviser and the portfolio team, and the scope of services provided by the Adviser and the
absence of significant service problems reported to the Board. The Independent Board Members noted
the experience, length of service, and reputation of the portfolio team, including the merger
arbitrage area.
Investment Performance. The Independent Board Members reviewed the information regarding the
investment performance of the Fund since inception in comparison with a group of global closed-end
funds and a group of open-end funds employing similar portfolio strategies. The Independent Board
Members noted that the Funds performance in comparison with the closed-end fund peer group was
below average for the one year period, average for the two year period, and in the top quartile for
the three year period. However, they also noted that the closed-end fund peer group comparison was
of limited usefulness as the peer group did not contain any other funds engaged primarily in
arbitrage transaction activities. The Independent Board Members noted that the Funds performance
in comparison with the open-end fund peer group over the same periods was average.
Profitability. The Independent Board Members reviewed summary data regarding the profitability of
the Fund to the Adviser and also noted that the fulcrum fee was designed so that the Adviser would
likely experience higher than average profitability if the Fund substantially outperformed the
T-Bill Index and that the performance to date has resulted in fee rates that have varied from the
lowest fee under the formula to the highest.
Economies of Scale. The Independent Board Members noted that meaningful economies of scale could
not occur in the absence of secondary offerings.
Sharing of Economies of Scale. The Independent Board Members noted that the investment management
fee for the Fund did not take into account any potential economies of scale that might develop.
Service and Cost Comparisons. The Independent Board Members reviewed the Funds expense ratios and
found them to be above average within the closed-end peer group. They also compared the structure
of the investment management fee with the fees for other funds managed by the Adviser and
considered fees charged by an affiliated adviser for advisory services to an unregistered arbitrage
fund and for sub-advisory services to another registered arbitrage fund.
Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced
portfolio management services, good ancillary services, and satisfactory performance. The
Independent Board Members determined that the reference index chosen for the fulcrum fee structure
was appropriate inasmuch as arbitrage performance is often measured against risk free returns, that
the rate of profit sharing built into the formula was fair, that the maximum fee was not
unreasonable (particularly in light of the requirement of earning the higher returns necessary for
higher fee levels net of the higher fees) and that the one year measuring period was sufficient and
consistent with the short-term nature of the Funds investment program. The Independent Board
Members also concluded that the fee was structured in a favorable manner to investors in relation
to the performance of the Fund and in relation to other arbitrage funds of which they were aware.
The Board concluded that the profitability of the Fund to the Adviser was reasonable in view of the
performance necessary to achieve any particular level of profitability and potential economies of
scale and potential additional profit to the Adviser and its affiliates from portfolio execution
services were not a significant factor in their thinking. On the basis of the foregoing and without
assigning particular weight to any single conclusion, the Independent Board Members determined to
recommend approval of the Advisory Agreement to the full Board.
22
TRUSTEES AND OFFICERS
THE GABELLI GLOBAL DEAL FUND
One Corporate Center, Rye, NY 10580-1422
Trustees
Mario J. Gabelli, CFA
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Chairman & Chief Executive Officer,
GAMCO Investors, Inc. |
Anthony J. Colavita
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Anthony J. Colavita, P.C. |
James P. Conn
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Former Managing Director &
Chief Investment Officer, |
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Financial Security Assurance Holdings Ltd. |
Clarence A. Davis
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Former Chief Executive Officer,
Nestor, Inc. |
Mario dUrso
Arthur V. Ferrara
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Former Chairman & Chief Executive Officer,
Guardian Life Insurance Company of America |
Michael J. Melarkey
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Avansino, Melarkey, Knobel & Mulligan |
Edward T. Tokar
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Senior Managing Director,
Beacon Trust Company |
Salvatore J. Zizza
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Chairman, Zizza & Co., Ltd. |
Officers
Bruce N. Alpert
Carter W. Austin
Peter D. Goldstein
Agnes Mullady
Laurissa M. Martire
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Vice President & Ombudsman |
David I. Schachter
Investment Adviser
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
Custodian
The Bank of New York Mellon
Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Transfer Agent and Registrar
American Stock Transfer and Trust Company
Stock Exchange Listing
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8.50% |
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Common |
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Preferred |
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NYSE-Symbol: |
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GDL |
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GDL PrA |
Shares Outstanding: |
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21,167,710 |
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1,920,242 |
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The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading
Specialized Equity Funds, in Mondays The Wall Street Journal. It is also listed in Barrons
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.
The NASDAQ symbol for the Net Asset Value is XGDLX.
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 Funds shares are trading at a discount of 7.5% 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.
Item 2. Code of Ethics.
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(a) |
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The registrant, as of the end of the period covered by this report, has adopted a code
of ethics that applies to the registrants 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. |
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(c) |
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There have been no amendments, during the period covered by this report, to a provision
of the code of ethics that applies to the registrants 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. |
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(d) |
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The registrant has not granted any waivers, including an implicit waiver, from a
provision of the code of ethics that applies to the registrants 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 items instructions. |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrants Board of Directors has
determined that Salvatore J. Zizza 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
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(a) |
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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 registrants 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 $28,000 for
2009 and $20,000 for 2010. |
Audit-Related Fees
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(b) |
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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 registrants financial statements and are not reported under paragraph
(a) of this Item are $0 for 2009 and $0 for 2010. |
Tax Fees
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(c) |
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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 $4,300 for 2009 and $3,100 for 2010. Tax fees represent tax compliance
services provided in connection with the review of the Registrants tax return. |
All Other Fees
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(d) |
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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 2009 and $0 for 2010. |
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(e)(1) |
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Disclose the audit committees pre-approval policies and procedures described in paragraph
(c)(7) of Rule 2-01 of Regulation S-X. |
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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 auditors to the registrant and (ii) all permissible non-audit
services to be provided by the independent auditors 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 auditors 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 Chairpersons 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 Committees pre-approval responsibilities to the other
persons (other than Gabelli or the registrants 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. |
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(e)(2) |
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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) N/A
(c) 0%
(d) N/A
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(f) |
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The percentage of hours expended on the principal accountants engagement to audit the
registrants financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountants full-time, permanent
employees was 0%. |
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(g) |
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The aggregate non-audit fees billed by the registrants accountant for services
rendered to the registrant, and rendered to the registrants 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 $4,300 for 2009 and $8,100 for
2010. |
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(h) |
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The registrants audit committee of the board of directors has considered whether the
provision of non-audit services that were rendered to the registrants 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 accountants
independence. |
Item 5. Audit Committee of Listed registrants.
The registrant has a separately designated audit committee consisting of the following
members: Anthony J. Colavita, Clarence Davis and Salvatore J. Zizza.
Item 6. Investments.
(a) |
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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. |
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(b) |
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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 clients 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 issuers Board of Directors and not contrary to the
Proxy Guidelines; (2) consistent with the recommendations of the issuers 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
1
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.
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Conflicts of Interest. |
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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. |
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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. |
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B. |
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Operation of Proxy Voting Committee |
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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 |
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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. |
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 clients 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.
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Operations |
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Legal Department
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Proxy Department |
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Investment professional assigned to the account |
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:
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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. |
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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
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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. 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:
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VAFs can be faxed to Broadridge up until the time of the meeting. This is followed up by
mailing the original form. |
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When a solicitor has been retained, the solicitor is called. At the solicitors 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:
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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
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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.
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Banks and brokerage firms issuing proxies directly: |
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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:
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A limited Power of Attorney appointing the attendee an Adviser representative. |
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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.). |
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A sample ERISA and Individual contract. |
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A sample of the annual authorization to vote proxies form. |
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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.
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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:
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Historical responsiveness to shareholders |
This may include such areas as:
Paying greenmail
Failure to adopt shareholder resolutions receiving a majority of shareholder votes
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Nominating committee in place |
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Number of outside directors on the board |
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
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at this proposal
on a case-by-case basis taking into consideration the boards historical responsiveness to the
rights of shareholders.
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:
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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
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Amount of stock currently authorized but not yet issued or reserved for stock option plans |
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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 shareholders 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.
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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 SECs 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.
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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 executives
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 mergers 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 clients
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 states
takeover statutes. Example: Delaware law requires that a buyer must acquire at least 85% of the
companys 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:
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Management history of responsiveness to shareholders |
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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:
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Dilution of voting power or earnings per share by more than 10% |
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Kind of stock to be awarded, to whom, when and how much |
13
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Amount of stock already authorized but not yet issued under existing stock option plans |
SUPERMAJORITY VOTE REQUIREMENTS
Supermajority vote requirements in a companys 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
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Item 8. |
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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
Global Deal Fund, (the Fund). 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 as of December 31, 2010. 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.
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Total Assets in |
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No. of Accounts |
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Accounts where |
Name of Portfolio |
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Total |
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where Advisory Fee |
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Advisory Fee is |
Manager or |
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Type of |
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No. of Accounts |
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is Based on |
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Based on |
Team Member |
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Accounts |
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Managed |
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Total Assets |
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Performance |
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Performance |
1. Mario J. Gabelli
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Registered
Investment
Companies:
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26 |
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17.0B
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8 |
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4.1B |
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Other Pooled
Investment
Vehicles:
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16 |
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478.4M
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14 |
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470.6M |
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Other Accounts:
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1,702 |
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14.4B
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9 |
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1.9B |
POTENTIAL CONFLICTS OF INTEREST
As reflected above, Mr. Gabelli manages accounts in addition to the Fund. 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 Fund.
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 Fund.
ALLOCATION OF LIMITED INVESTMENT OPPORTUNITIES. As indicated above, Mr. Gabelli manages managed
accounts with investment strategies and/or policies that are similar to the Fund. 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. Gabellis 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
Advisers management fee or the Portfolio Managers 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 Managers 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 Fund. Net revenues are determined by deducting from gross
investment management fees the firms expenses (other than Mr. Gabellis compensation) allocable to
this Fund. Five closed-end registered investment companies 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 Advisers 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 J. Gabelli owned over $1,000,000 shares of the Fund as of December 31, 2010.
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Item 9. |
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Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers. |
REGISTRANT PURCHASES OF EQUITY SECURITIES
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(c) Total Number of |
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(d) Maximum Number (or |
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Shares (or Units) |
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Approximate Dollar Value) of |
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(a) Total Number of |
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Purchased as Part of |
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Shares (or Units) that May Yet |
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Shares (or Units) |
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(b) Average Price Paid |
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Publicly Announced Plans |
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Be Purchased Under the Plans |
Period |
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Purchased |
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per Share (or Unit) |
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or Programs |
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or Programs |
Month #1
07/01/10
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Common N/A
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Common N/A
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Common N/A
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Common 21,177,810 |
through
07/31/10
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A 1,920,242 |
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Month #2
08/01/10
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Common N/A
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Common N/A
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Common N/A
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Common 21,177,810 |
through
08/31/10
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A 1,920,242 |
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Month #3
09/01/10
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Common N/A
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Common N/A
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Common N/A
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Common 21,177,810 |
through
09/30/10
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A 1,920,242 |
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Month #4
10/01/10
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Common N/A
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Common N/A
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Common N/A
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Common 21,177,810 |
through
10/31/10
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A 1,920,242 |
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Month #5
11/01/10
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Common N/A
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Common N/A
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Common N/A
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Common 21,177,810 |
through
11/30/10
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A 1,920,242 |
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Month #6
12/01/10
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Common N/A
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Common N/A
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Common N/A
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Common 21,177,810 |
through
12/31/10
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A 1,920,242 |
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Total
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Common N/A
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Common N/A
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Common N/A
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N/A |
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Preferred Series A N/A
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Preferred Series A N/A
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Preferred Series A N/A |
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Footnote columns (c) and (d) of the table, by disclosing the following information in the
aggregate for all plans or programs publicly announced:
a. |
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The date each plan or program was announced The notice of the potential repurchase of
common and preferred shares occurs quarterly in the Funds quarterly report in accordance with
Section 23(c) of the Investment Company Act of 1940, as amended. |
b. |
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The dollar amount (or share or unit amount) approved Any or all common shares outstanding
may be repurchased when the Funds common shares are trading at a discount of 7.5% or more
from the net asset value of the shares. |
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Any or all preferred shares outstanding may be repurchased when the Funds preferred shares
are trading at a discount to the liquidation value of $50.00.
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c. |
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The expiration date (if any) of each plan or program The Funds repurchase plans are
ongoing. |
d. |
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Each plan or program that has expired during the period covered by the table The Funds
repurchase plans are ongoing. |
e. |
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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 Funds repurchase plans
are ongoing. |
Item 10. Submission of Matters to a Vote of Security Holders.
On December 3, 2010, the Board of Trustees of The Gabelli Global Deal Fund (the Fund) amended and
restated in its entirety the bylaws of the Fund (the Amended and Restated Bylaws). The Amended
and Restated Bylaws were deemed effective December 3, 2010.
Item 11. Controls and Procedures.
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(a) |
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The registrants principal executive and principal financial officers, or persons
performing similar functions, have concluded that the registrants 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)). |
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(b) |
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There were no changes in the registrants 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
registrants second fiscal quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting. |
Item 12. Exhibits.
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(a)(1) |
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Code of ethics, or any amendment thereto, that is the subject of disclosure required by
Item 2 is attached hereto. |
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(a)(2) |
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Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act of 2002 are attached hereto. |
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(a)(3) |
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Not applicable. |
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(b) |
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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.
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(registrant) |
The Gabelli Global Deal Fund
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By (Signature and Title)* |
/s/ Bruce N. Alpert
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Bruce N. Alpert, Principal Executive Officer |
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Date 3/9/11
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.
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By (Signature and Title)* |
/s/ Bruce N. Alpert
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Bruce N. Alpert, Principal Executive Officer |
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Date 3/9/11
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By (Signature and Title)* |
/s/ Agnes Mullady
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Agnes Mullady, Principal Financial Officer and Treasurer |
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Date 3/9/11
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* |
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Print the name and title of each signing officer under his or her signature. |