DEF 14A 1 utilitydef.txt GABELLI UTILITY TRUST DEF 14A 04/02 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 THE GABELLI UTILITY TRUST (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: THE GABELLI UTILITY TRUST One Corporate Center Rye, New York 10580-1422 (914) 921-5070 ------------------ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2003 ------------------ To the Shareholders of THE GABELLI UTILITY TRUST Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting") of The Gabelli Utility Trust (the "Trust") will be held at The Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830, on Monday, May 12, 2003, at 11:00 a.m., for the following purposes: 1. To elect four (4) Trustees of the Trust (PROPOSAL 1); and 2. To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments thereof. These items are discussed in greater detail in the attached Proxy Statement. The close of business on March 10, 2003 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments thereof. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE TRUST. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER. By Order of the Board of Trustees JAMES E. MCKEE SECRETARY April 11, 2003 INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Trust involved in validating your vote if you fail to sign your proxy card properly. 1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the registration on the proxy card. 2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration. 3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the proxy card should be indicated unless it is reflected in the form of registration. For example: REGISTRATION VALID SIGNATURE ------------ --------------- CORPORATE ACCOUNTS (1) ABC Corp. ABC Corp. (2) ABC Corp. John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer John Doe (4) ABC Corp., Profit Sharing Plan John Doe, Trustee TRUST ACCOUNTS (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe CUSTODIAN OR ESTATE ACCOUNTS (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA John B. Smith (2) John B. Smith, Executor Estate of Jane Smith John B. Smith, Executor TELEPHONE/INTERNET VOTING Various brokerage firms may offer the convenience of providing your voting instructions via telephone or the Internet for shares held through such firms. If available, instructions are included with this Proxy Statement and proxy card. THE GABELLI UTILITY TRUST ---------- ANNUAL MEETING OF SHAREHOLDERS MAY 12, 2003 ---------- PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of The Gabelli Utility Trust (the "Trust") for use at the Annual Meeting of Shareholders of the Trust to be held on Monday, May 12, 2003, at 11:00 a.m., at The Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830 and at any adjournments thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders and proxy card accompany this Proxy Statement, all of which are first being mailed to shareholders on or about April 11, 2003. In addition to the solicitation of proxies by mail, officers of the Trust and officers and regular employees of EquiServe Trust Company N.A. ("EquiServe"), the Trust's transfer agent, and affiliates of EquiServe or other representatives of the Trust also may solicit proxies by telephone, telegraph, Internet or in person. In addition, the Trust has retained Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies for a minimum fee of $5,000 plus reimbursement of expenses. The costs of proxy solicitation and the expenses incurred in connection with preparing the Proxy Statement and its enclosures will be paid by the Trust. The Trust will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of its shares. THE TRUST'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING THE TRUST AT ONE CORPORATE CENTER, RYE, NEW YORK 10580-1422 OR CALLING THE TRUST AT 800-422-3554 OR VIA THE INTERNET AT WWW.GABELLI.COM. If the enclosed proxy is properly executed and returned in time to be voted at the Meeting, the Shares (as defined below) represented thereby will be voted "FOR" the election of the nominees as Trustees listed in the accompanying Notice of Annual Meeting of Shareholders, unless instructions to the contrary are marked thereon, and in the discretion of the proxy holders as to the transaction of any other business that may properly come before the Meeting. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the Meeting and voting his or her shares in person or by submitting a letter of revocation or a later-dated proxy to the Trust at the above address prior to the date of the Meeting. In the event a quorum is not present at the Meeting or in the event that a quorum is present at the Meeting, but sufficient votes to approve any of the proposed items are not received, the persons named as proxies may propose one or more adjournments of such Meeting to permit further solicitation of proxies. A shareholder vote may be taken on one or more of the proposals in this Proxy Statement prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" any proposal in favor of such adjournment and will vote those proxies required to be voted "AGAINST" any proposal against such adjournment. The close of business on March 10, 2003 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and all adjournments thereof. 1 Each shareholder is entitled to one vote for each full share and an appropriate fraction of a vote for each fractional share held. On the record date, March 10, 2003, there were 15,215,460 shares of Common Stock (the "Common Stock" or the "Shares") outstanding. As of the record date, there were no persons known to the Trust to be beneficial owners of more than 5% of the Trust's outstanding shares of Common Stock. In order that your Shares may be represented at the Meeting, you are requested to vote on the following matters: PROPOSAL 1: TO ELECT FOUR (4) TRUSTEES OF THE TRUST NOMINEES FOR THE BOARD OF TRUSTEES The Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of one class will expire. James P. Conn, John D. Gabelli, Karl Otto Pohl and Anthony R. Pustorino have each been nominated by the Board of Trustees for a three-year term to expire at the Trust's 2006 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Each of the Trustees of the Trust has served in that capacity since the March 29, 1999 organizational meeting of the Trust. All of the Trustees of the Trust are also directors or trustees of other investment companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve as adviser. The classes of Trustees are indicated below: NOMINEES TO SERVE UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS ----------------------------------------------------------- James P. Conn John D. Gabelli Karl Otto Pohl Anthony R. Pustorino TRUSTEES SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS ----------------------------------------------------------- Anthony J. Colavita Frank J. Fahrenkopf, Jr. Robert J. Morrissey Salvatore J. Zizza TRUSTEES SERVING UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS ---------------------------------------------------------- Mario J. Gabelli, CFA Dr. Thomas E. Bratter Vincent D. Enright Unless authority is withheld, it is the intention of the persons named in the proxy to vote the proxy "FOR" the election of the nominees named above. Each nominee has indicated that he has consented to serve as a Trustee if elected at the Meeting. If a designated nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute nominee or nominees. 2 INFORMATION ABOUT TRUSTEES AND OFFICERS Set forth in the table below are the existing Trustees and Nominees for election to the Board of the Trust, including information relating to their respective positions held with the Trust, a brief statement of their principal occupations during the past five years and other directorships, if any.

TERM OF NUMBER OF OFFICE AND PORTFOLIOS IN NAME, POSITION(S) LENGTH OF TRUST COMPLEX ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY TRUSTEE BY TRUSTEE ------- -------- ---------------------- ---------------- ------------ INTERESTED TRUSTEES(3): ------------------- MARIO J. GABELLI Since 1999* Chairman of the Board and Chief Director of Morgan Group 22 Trustee and Chief Executive Officer of Gabelli Asset Holdings, Inc. (holding Investment Officer Management Inc. and Chief company); Vice Chairman Age: 60 Investment Officer of Gabelli Funds, 0f Lynch Corporation LLC and GAMCO Investors, Inc.; (diversified manufacturing) Vice Chairman of Lynch Interactive Corporation (multimedia and services) JOHN D. GABELLI Since 1999*** Senior Vice President of Gabelli & -- 9 Trustee Company, Inc., Director of Gabelli Age: 58 Advisers, Inc. KARL OTTO POHL Since 1999*** Member of the Shareholder Committee Director of Gabelli Asset 31 Trustee of Sal Oppenheim Jr. & Cie (private Management Inc. (investment Age: 73 investment bank); Former President of management); Chairman, the Deutsche Bundesbank and Chairman Incentive Capital and Incentive of its Central Bank Council (1980-1991) Asset Management (Zurich); Director at Sal Oppenheim Jr. & Cie, Zurich

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TERM OF NUMBER OF OFFICE AND PORTFOLIOS IN NAME, POSITION(S) LENGTH OF TRUST COMPLEX ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY TRUSTEE BY TRUSTEE ------- -------- ---------------------- ---------------- ------------ NON INTERESTED TRUSTEES: ----------------------- THOMAS E. BRATTER Since 1999* Director, President and Founder, -- 3 Trustee The John Dewey Academy Age: 63 (residential college preparatory therapeutic high school) ANTHONY J. COLAVITA Since 1999** President and Attorney at Law in the -- 33 Trustee law firm of Anthony J. Colavita, P.C. Age: 67 JAMES P. CONN Since 1999*** Former Managing Director and Director of LaQuinta Corp. 11 Trustee Chief Investment Officer of (hotels) and First Republic Age: 65 Financial Security Assurance Bank Holdings Ltd. (1992-1998) VINCENT D. ENRIGHT Since 1999* Former Senior Vice President and Chief -- 11 Trustee Financial Officer of KeySpan Energy Age: 59 Corporation FRANK J. FAHRENKOPF JR. Since 1999** President and Chief Executive -- 3 Trustee Officer of the American Gaming Age: 63 Association since June 1995; Partner of Hogan & Hartson (law firm); Chairman of International Trade Practice Group; Co-Chairman of the Commission on Presidential Debates; Former Chairman of the Republican National Committee ROBERT J. MORRISSEY Since 1999** Partner in the law firm of Morrissey -- 9 Trustee Hawkins & Lynch Age: 63 ANTHONY R. PUSTORINO Since 1999*** Certified Public Accountant; Professor -- 17 Trustee Emeritus, Pace University Age: 77 SALVATORE J. ZIZZA Since 1999** Chariman, Hallmark Electrical Supplies Director of 9 Trustee Corp.; Former Executive Vice President of Hollis Eden Age: 57 FMG Group (a healthcare provider) Pharmaceuticals

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TERM OF OFFICE AND NAME, POSITION(S) LENGTH OF ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) AND AGE SERVED DURING PAST FIVE YEARS ------- ------ ---------------------- OFFICERS: -------- BRUCE N. ALPERT Since 2003 Executive Vice President and Chief President Operating Officer of Gabelli Funds, LLC Age: 51 since 1988 and an officer of all mutual funds advised by Gabelli Funds, LLC and its affiliates. Director and President of Gabelli Advisers, Inc. GUS A. COUTSOUROS Since 2003 Vice President and Chief Financial Officer Vice President of Gabelli Funds, LLCsince 1998 and an and Treasurer officer of all mutual funds advised by Age: 40 Gabelli Funds, LLC and its affiliates. Chief Financial Officer of Gabelli Advisers, Inc. Prior to 1998, Treasurer of Lazard Funds. DAVID I. SCHACHTER Since 1999 Vice President of the Trust. Research Vice President Analyst of Gabelli & Company, Inc. Age: 49 since 1999. Prior to October 1999, Mr. Schachter worked for Thomas J. Herzfeld Advisors, an investment advisor specializing in closed-end funds JAMES E. MCKEE Since 1999 Vice President, General Counsel and Secretary Secretary of Gabelli Asset Management Inc. Age: 39 since 1999 and GAMCO Investors, Inc. since 1993; Secretary of all mutual funds advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC ---------------------- 1 Address: One Corporate Center, Rye, New York 10580-1422, unless otherwise noted. 2 The Trust's Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three-year term. * Term expires at the Trust's 2004 Annual Meeting of Shareholders and until his successor is duly elected and qualified. ** Term expires at the Trust's 2005 Annual Meeting of Shareholders and until his successor is duly elected and qualified. *** Nominee to serve until the Trust's 2006 Annual Meeting of Shareholders and until his successor is duly elected and qualified. 3 "Interested person" of the Trust as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Messrs. M. Gabelli, J. Gabelli and Pohl are each considered an "interested person" because of their affiliation with Gabelli Funds, LLC which acts as the Trust's investment adviser.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE TRUST AND THE FUND COMPLEX FOR EACH TRUSTEE AND NOMINEE FOR ELECTION AS TRUSTEE Set forth in the table below is the dollar range of equity securities held in the Trust and the aggregate dollar range of equity securities in the Fund complex beneficially owned by each Trustee.

NAME OF TRUSTEE DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES HELD SECURITIES HELD IN THE TRUST*(1)(2) IN FUND COMPLEX* Mario J. Gabelli E E ---- ---- Dr. Thomas E. Bratter A E ---- ---- Anthony J. Colavita C E ---- ----

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NAME OF TRUSTEE DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES HELD SECURITIES HELD IN THE TRUST*(1)(2) IN FUND COMPLEX* James P. Conn C E ---- ---- Vincent D. Enright A E ---- ---- Frank J. Fahrenkopf, Jr. A B ---- ---- John D. Gabelli A E ---- ---- Robert J. Morrissey A C ---- ---- Karl Otto Pohl A A ---- ---- Anthony R. Pustorino C ---- ---- Salvatore J. Zizza D E ---- ---- -------------------------- * KEY TO DOLLAR RANGES -------------------- A. None B. $1 - $10,000 C. $10,001 - $50,000 D. $50,001 - $100,000 E. Over $100,000 All shares were valued as of December 31, 2002. (1) This information has been furnished by each Trustee as of December 31, 2002. "Beneficial Ownership" is determined in accordance with Section 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) Less than 1%, with the exception of Mr. Mario J. Gabelli, who beneficially owns 1.45% of the Trust's Shares outstanding.

The Trust pays each Trustee not affiliated with the Adviser or its affiliates, a fee of $3,000 per year plus $500 per meeting attended in person and by telephone, together with the Trustee's actual out-of-pocket expenses relating to their attendance at such meetings. The aggregate remuneration (not including out-of-pocket expenses) paid by the Trust to such Trustees during the year ended December 31, 2002 amounted to $43,000. During the year ended December 31, 2002, the Trustees of the Trust met five times, one of which was a Special Meeting of the Trustees. Each Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any Committee of which he is a member. The Trustees serving on the Trust's Nominating Committee are Messrs. Zizza (Chairman) and Colavita, who are not "interested persons" of the Trust as defined in the 1940 Act, The Nominating Committee is responsible for recommending qualified candidates to the Board in the event that a position is vacated or created. The Nominating Committee would consider recommendations by shareholders if a vacancy were to exist. Such recommendations should be forwarded to the Secretary of the Trust. The Nominating Committee did not meet during the year ended December 31, 2002. The Trust does not have a standing compensation committee. Messrs. Pustorino (Chairman), Colavita and Enright who are not "interested persons" of the Trust as defined in the 1940 Act, serve on the Trust's Audit Committee. In addition, Messrs. Pustorino, Colavita and Enright are considered independent Trustees pursuant to applicable New York Stock Exchange Rules. The Audit Committee is generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and practices of the Trust, its internal controls, and as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Trust's financial statements and the audit thereof and to act as a liaison between the Board of Trustees and the Trust's independent accountants. During the year ended December 31, 2002, the Audit Committee met twice. 6 Based upon the recommendation of the Trust's Audit Committee, the Trust's Board of Trustees, including those Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust or its Adviser, have approved the selection of PricewaterhouseCoopers LLP ("PWC"), 1177 Avenue of the Americas, New York, New York 10036, to serve as independent accountants for the Trust's fiscal year ending December 31, 2003. PWC has advised the Trust that it is independent with respect to the Trust in accordance with the applicable requirements of the American Institute of Certified Public Accountants and the Securities and Exchange Commission (the "SEC"). A representative of PWC will not be present at the Meeting, but will be available by telephone and will have an opportunity to make a statement if the representative so desires, and will be available to respond to appropriate questions. AUDIT COMMITTEE REPORT The role of the Trust's Audit Committee is to assist the Trust's Board of Trustees in its oversight of the Trust's financial reporting process. The Board of Trustees of the Trust has adopted a Charter for the Audit Committee. Management, however, is responsible for maintaining appropriate systems for accounting and internal control, and the Trust's independent accountants are responsible for planning and carrying out proper audits and reviews. In connection with the Trust's audited financial statements for the year ended December 31, 2002, included in the Trust's Annual Report dated December 31, 2002 (the "Annual Report"), the Audit Committee reviewed and discussed at a meeting held on February 13, 2003, the Trust's audited financial statements with management and the Trust's independent accountants, and discussed the audit of such financial statements with the Trust's independent accountants. The Audit Committee specifically discussed with the independent accountants the quality, and not just the acceptability under generally accepted accounting principles, of the accounting principles applied by the Trust. The Audit Committee also received a formal written statement from the Trust's independent accountants delineating the relationships between the independent accountants and the Trust and its affiliates and discussed matters designed to assist the Audit Committee in determining whether the independence of the accountants might reasonably be viewed as being adversely affected. Members of the Trust's Audit Committee are not employed by the Trust for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Trust's independent accountants. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not provide assurance that the audit of the Trust's financial statements has been carried out in accordance with generally accepted auditing standards or that the financial statements are presented in accordance with generally accepted accounting principles. Based on its consideration of the Trust's audited financial statements and the discussions referred to above with management and the Trust's independent accountants, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Audit Committee's Charter and those discussed above, the Audit Committee recommended to the Trust's Board of Trustees that the Trust's audited financial statements be included in the Trust's Annual Report. 7 Set forth in the table below are audit fees and non-audit related fees billed by the Trust's independent accountants to the Trust for the Trust's fiscal year ended December 31, 2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND AUDIT FEES IMPLEMENTATION FEES ALL OTHER FEES ------------ ------------------- -------------- $24,000 - For No fees were billed for $2,250 - For tax services and professional services professional services rendered other attest services rendered rendered for the audit to the Trust, the Trust's by the principal accountant of the Trust's annual investment adviser and any (other than those disclosed in financial statements entity controlling, controlled the previous columns) to the for the fiscal year by or under common control Trust. There were no other ended December 31, with the Adviser that provides fees paid by the Trust's 2002. services to the Trust. investment adviser and any entity controlling, controlled by or under common control with the Adviser that provides services to the Trust.

The Audit Committee has considered whether the provision of the non-audit services is compatible with maintaining the auditors' independence. SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUST'S BOARD OF TRUSTEES Anthony R. Pustorino, Chairman Vincent D. Enright Anthony J. Colavita The following table sets forth certain information regarding the compensation of the Trust's Trustees and officers for the fiscal year ended December 31, 2002. Mr. Schachter is employed by the Trust and is not employed by the Adviser (although he may receive incentive-based variable compensation from affiliates of the Adviser). Officers of the Trust who are employed by the Adviser receive no compensation or expense reimbursement from the Trust.

COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 ------------------------------------------- TOTAL COMPENSATION FROM AGGREGATE COMPENSATION THE TRUST AND FUND COMPLEX NAME OF PERSON AND POSITION FROM THE TRUST PAID TO TRUSTEES AND OFFICERS* --------------------------- -------------- ------------------------------ MARIO J. GABELLI $0 $0 (22) Chairman of the Board, President and Chief Investment Officer DR. THOMAS E. BRATTER $5,000 $31,000 (3) Trustee ANTHONY J. COLAVITA $6,000 $152,286 (33) Trustee JAMES P. CONN $5,000 $53,500 (11) Trustee VINCENT D. ENRIGHT $6,000 $54,536 (11) Trustee

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TOTAL COMPENSATION FROM AGGREGATE COMPENSATION THE TRUST AND FUND COMPLEX NAME OF PERSON AND POSITION FROM THE TRUST PAID TO TRUSTEES AND OFFICERS* --------------------------- -------------- ------------------------------ FRANK J. FAHRENKOPF, JR. $5,000 $31,000 (3) Trustee JOHN D. GABELLI $0 $0 (9) Trustee ROBERT J. MORRISSEY $5,000 $45,500 (9) Trustee KARL OTTO POHL $0 $0 (31) Trustee ANTHONY R. PUSTORINO $6,000 $132,286 (17) Trustee SALVATORE J. ZIZZA $5,000 $73,750 (9) Trustee DAVID SCHACHTER $130,000 $130,000 (1) Vice President ------------------ * Represents the total compensation paid to such persons during the calendar year ended December 31, 2002 by investment companies (including the Trust) or portfolios thereof from which such person receives compensation that are considered part of the same fund complex as the Trust because they have common or affiliated advisers. The number in parentheses represents the number of such investment companies and portfolios.

REQUIRED VOTE The election of each of the listed nominees for Trustee of the Trust requires the affirmative vote of the holders of a plurality of Shares of the Trust represented at the Meeting if a quorum is present. THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE. 9 ADDITIONAL INFORMATION THE INVESTMENT ADVISER AND ADMINISTRATOR Gabelli Funds, LLC is the Trust's Adviser and Administrator and its business address is One Corporate Center, Rye, New York 10580-1422. COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder, require the Trust's officers and Trustees, officers and Directors of the Adviser, affiliated persons of the Adviser, and persons who own more than 10% of a registered class of the Trust's securities, to file reports of ownership and changes in ownership with the SEC and the New York Stock Exchange, Inc. and to furnish the Trust with copies of all Section 16(a) forms they file. Based solely on the Trust's review of the copies of such forms it receives, the Trust believes that during the calendar year ended 2002 such persons complied with all such applicable filing requirements. BROKER NON-VOTES AND ABSTENTIONS The affirmative vote of a majority of votes cast for each Trustee by the holders entitled to vote for a particular Trustee is necessary for the election of a Trustee. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. Abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes of determining the existence of a quorum. Shareholders of the Trust will be informed of the voting results of the Meeting in the Trust's Semi-Annual Report dated June 30, 2003. OTHER MATTERS TO COME BEFORE THE MEETING The Trustees of the Trust do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends to do so. If, however, any other matters, including adjournments, are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment. SHAREHOLDER PROPOSALS All proposals by shareholders of the Trust which are intended to be presented at the Trust's next Annual Meeting of Shareholders to be held in 2004 must be received by the Trust for consideration for inclusion in the Trust's Proxy Statement and proxy relating to that meeting no later than December 12, 2003. There are additional requirements regarding proposals of shareholders, and a shareholder contemplating submission of a proposal is referred to Rule 14a-8 under the 1934 Act. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. GBFUF-PS-2003 10 THE GABELLI UTILITY TRUST C/O EQUISERVE TRUST COMPANY, N.A. P.O. BOX 8694 EDISON, NJ 08818-8694 DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZGBFU1 Please mark votes as in this example. [X] 1. To elect four (4) Trustees of the Trust: (01) JAMES P. CONN (02) JOHN D. GABELLI (03) KARL OTTO POHL (04) ANTHONY R. PUSTORINO For All Nominees____ Withhold____ For All Except______________________________________________________________ (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided above.) ------------------------------ THE GABELLI UTILITY TRUST ------------------------------ Mark box at right if an address change or comment has been noted on the reverse side of this card. Please be sure to sign and date this proxy. Signature:_________ Date:_________ Co-owner:_________ Date:_________ THE GABELLI UTILITY TRUST THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N. Alpert, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of The Gabelli Utility Trust (the "Trust") which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Trust to be held at The Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830 on Monday, May 12, 2003 at 11:00 a.m., and at any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of the nominees as Trustees and in the discretion of the proxy holder as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of Proposal No. 1. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Please sign this proxy exactly as your name(s) appear(s) on the books of the Trust. If joint owners, either may sign. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? __________________________________ __________________________________ __________________________________ __________________________________ __________________________________ __________________________________