THE GABELLI UTILITY TRUST INC.
EXHIBIT TO ITEM 77C
On May 15, 2000, the Trust held its Annual Meeting of Shareholders
to (1) elect four Trustees of the Trust and (2) ratify the selection
of PricewaterhouseCoopers L.L.P. as the independent accountants of
the Trust for the fiscal year ending December 31, 2000. The results
of each proposal are as follows:
1. To elect four (4) Trustees of the Trust.
For
Withholding
Authority
Percent Represented
at the Meeting
Voting in Favor
(Common and Preferred Shareholders voting as a single Class
James P. Conn
9,844,623.64
56,255.74
99.43%
John D. Gabelli
9,820,172.61
80,706.77
99.18%
Karl Otto Pohl
8,803,419.43
97,459.95
99.01%
Anthony R. Pustorino
9,820,629.89
80,249.49
99.18%
The remaining Directors in office are: Thomas E. Bratter, Anthony J.
Colavita, Vincent D. Enright, Frank J. Fahrenkopf, Jr., Mario J.
Gabelli, Robert J. Morrissey and Salvatore J. Zizza.
2. To ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Trust for the year ending
December 31, 2000.
(Common Stock and Preferred Stock Entitled to Vote Together as a Single Class)
For Against Abstain
9,848,120.12 19,794.65 32,964.61
(99.46%)
THE GABELLI CONVERTIBLE SECURITIES FUND, INC. (the "Fund")
EXHIBIT TO ITEM 77Q1(a)
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
AS PROPOSED NOVEMBER 17, 1999
The By-Laws of The Gabelli Convertible Securities Fund, Inc. (the
"Corporation") be, and they hereby are, amended to add the following
Section to Article I of the Trust's By-Laws.
"Section 1.11 - Notice of Stockholder Business. At any annual or special
meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before
an annual or special meeting, the business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a stockholder.
For business to be properly brought before an annual or special
meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation.
To be timely, any such notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not
later than 60 days prior to the date of the meeting; provided,
however, that if less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, any such notice by a stockholder to be timely must
be so received not later than the close of business on the 10th day
following the day on which notice of the date of the annual or
special meeting was given or such public disclosure was made.
Any such notice by a stockholder shall set forth as to each matter
the stockholder proposes to bring before the annual or special
meeting (i) a brief description of the business desired to be
brought before the annual or special meeting and the reasons for
conducting such business at the annual or special meeting, (ii)
the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and
number of shares of the capital stock of the Corporation which are
beneficially owned by the stockholder, and (iv) any material
interest of the stockholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at any annual or special meeting except in accordance
with the procedures set forth in this Section 1.11. The chairman of the
annual or special meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 1.11, and, if he should
determine, he shall so declare to the meeting that any such business not
properly brought before the meeting shall not be considered or transacted."
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