LETTER OF TRANSMITTAL GAMCO Investors, Inc. - Gabelli

the Offer to the extent required by law. In addition, the Company may, if it deems appropriate, extend the Offer for
any other reason. If the Company purchases an additional amount of Debentures not exceeding 2% of the
outstanding principal amount of the Debentures (approximately $1.7 million principal amount as of May 16, 2012),
pursuant to Exchange Act Rule 13e-4(f)(1)(ii), this will not be deemed a material change to the terms of the Offer,
and the Company will not be required to amend or extend the Offer. In addition, if the consideration to be paid in
the Offer is increased or decreased or the principal amount of Debentures subject to the Offer is increased or
decreased, the Offer will remain open at least 10 business days from the date the Company first gives notice of such
increase or decrease to Holders of Debentures subject to the Offer, by press release or otherwise. See Section 4,
“Amendment; Extension; Waiver; Termination” of the Offer to Purchase.
4. Inadequate Space. If the space provided in the box entitled “Description of Debentures Tendered” is
inadequate, the certificate numbers and/or the number of Debentures should be listed on a separate signed schedule
and attached to this Letter of Transmittal.
5. Indication of Price at which Debentures are being Tendered. Each tender price specified by a Holder in the
column entitled “Price at Which Debentures Are Being Tendered” in the box entitled “Description of Debentures
Tendered” herein must be in multiples of $5 per $1,000 principal amount, and not greater than $870 nor less than
$820 per $1,000 principal amount in accordance with the terms of the Offer. If any specified tender price is not
submitted in a whole multiple of $5, such price will be rounded down to the nearest whole multiple of $5.
Alternatively, if the Holder wishes to maximize the chance that the Company will purchase the Holder’s
Debentures, the Holder should refrain from specifying a price at which the Holder is tendering its Debentures, in
which case, the Holder will accept the Purchase Price selected by the Company in the Offer. If the Holder agrees to
accept the Purchase Price determined in the Offer, the Holder’s Debentures will be deemed to be tendered at the
minimum price of $820 per $1,000 principal amount. The Holder should understand that this election could have
the effect of lowering the Purchase Price paid for Debentures in the Offer and could result in the Holder’s
Debentures being purchased at the minimum price of $820 per $1,000 principal amount.
6. Partial Tenders. Tenders of Debentures pursuant to the Offer will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof. If less than the entire principal amount of any Debentures evidenced
by a submitted certificate is tendered, the tendering Holder must fill in the principal amount tendered in the column
entitled “Principal Amount of Debentures Tendered” in the box entitled “Description of Debentures Tendered”
herein. The entire principal amount represented by the certificates for all Debentures delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Debentures is
not tendered or not accepted for purchase, certificates for the principal amount of Debentures not tendered or not
accepted for purchase will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC
designated herein) to the Holder unless otherwise provided in the appropriate box in this Letter of Transmittal (see
Instruction 9) promptly after the Debentures are accepted for purchase.
7. Conditional Tenders. As described in Section 3 and Section 8 of the Offer to Purchase, you may condition
your tender on all or a minimum principal amount of your Debentures being purchased. To make a conditional
tender, you must indicate this in the box captioned “Conditional Tenders” in this Letter of Transmittal and, if
applicable, in the Notice of Guaranteed Delivery and must indicate the minimum principal amount of your
Debentures that must be purchased from you if the Company purchases any amount of such Debentures.
As discussed in Section 3 and Section 8 of the Offer to Purchase, proration may affect whether the Company
accepts conditional tenders and may result in Debentures tendered conditionally at or below the Purchase Price not
being purchased if the required minimum principal amount of Debentures would not be purchased. If, because of
proration, the minimum principal amount of your Debentures that you indicated will not be purchased, the Company
may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you
must have tendered the entire outstanding principal amount of your Debentures and checked the box to indicate that.
Upon the selection by lot, if any, the Company will limit the purchase in each case to the designated minimum
principal amount of Debentures.
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