2
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-11(c) or 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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<PAGE>
The Gabelli Utility Trust
One Corporate Center
Rye, New York 10580-1434
(914) 921-5070
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 15, 2000
-------------
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 Cole
Auditorium, Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 15, 2000, at 11:00 a.m., for the following
purposes:
1. To elect four (4) Trustees of the Trust (Proposal 1);
2. To ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Trust for the year ending
December 31, 2000 (Proposal 2); and
3. To consider and vote upon such other matters as may properly
come before said Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 6, 2000 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 CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
By Order of the Trustees
JAMES E. MCKEE
Secretary
April 5, 2000
<PAGE>
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................John B. Smith, Jr., Executor
Telephone/Internet Voting
Shares held through various brokerage firms may offer the convenience
of voting via telephone or the Internet. If available, instructions are included
with this Proxy Statement and ballot.
<PAGE>
THE GABELLI UTILITY TRUST
----------
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2000
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the 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 15,
2000, at 11:00 a.m., at the Cole Auditorium, Greenwich Public Library, 101 West
Putnam Avenue, Greenwich, Connecticut 06830, and at any adjournments thereof
(the "Meeting"). A Notice of Meeting of Shareholders and a proxy card accompany
this Proxy Statement, all of which are first being mailed to shareholders on or
about April 5, 2000.
In addition to the solicitation of proxies by mail, officers of the
Trust and officers and regular employees of 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 $6,000 plus reimbursement of
expenses. The costs of solicitation and the expenses incurred in connection with
preparing the Proxy Statement and its enclosures will be paid by the Trust. The
Trust will reimburse brokerage firms and others for their expenses in forwarding
solicitation materials to the beneficial owners of shares. The Trust's most
recent annual report is available upon request, without charge, by writing the
Trust at One Corporate Center, Rye, New York, 10580-1434 or calling the Trust at
1-800-422-3554 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 represented thereby will be voted FOR the
election of the nominees as Trustees and FOR Proposal 2 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 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 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.
<PAGE>
The close of business on March 6, 2000 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.
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 there were 10,944,734 shares of common stock ("Common Stock" or the
"Shares") outstanding.
The following persons were known to the Trust to be beneficial owners
or owners of record of 5% or more of its outstanding shares of Common Stock as
of the record date:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Amount of Shares and
Beneficial /Record Owner Nature of Ownership Percent of Class
Cede & Co*
P.O. Box 20 9,100,828 83.15%
Bowling Green Station
New York, NY 10274-0020
Salomon Smith Barney Inc.**
333 W. 34th Street 1,666,321 15.22%
New York, NY 10001
A.G. Edwards & Sons Inc.**
125 Broad Street 40th FL 1,006,117 9.19%
New York, NY 10004
Charles Schwab & Co., Inc.** 674,589 6.16%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Prudential Securities Inc.**
c/o ADP Proxy Services 660,868 6.04%
51 Mercedes Way
Edgewood, NY 11717
* A nominee partnership of The Depository Trust Company.
** Shares held at The Depository Trust Company.
</TABLE>
<PAGE>
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 TRUSTEES OF THE TRUST
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, Karl Otto Pohl, Anthony R. Pustorino and John D. Gabelli have each been
nominated by the Board of Trustees for a three-year term to expire at the
Trust's 2003 Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
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 below.
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. 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 business
address of each Trustee is One Corporate Center, Rye, New York 10580-1434.
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage of
Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Trustees Serving Until 2003 Annual Meeting of Shareholders
James P. Conn 2,325***
Trustee of the Trust. Former Managing Director and Chief Investment Officer of
Financial Security Assurance Holdings Ltd. (1992-1998); Director of Meditrust
Corporation (real estate investment trust) and Director of First Republic Bank.
Mr. Conn is 62 years old. (1)(6)(7)(10)(16)(18)
*John D. Gabelli 0
Trustee of the Trust. Senior Vice President of Gabelli & Company Inc.; Director
of Gabelli Advisers, Inc.; Mr. Gabelli is 54 years old. (1)(5)(6)(8)(10)(16)
*Karl Otto Pohl 0
Trustee of the Trust. Member of the Shareholder Committee of Sal Oppenheim Jr. &
Cie (private investment bank); Board Member of TrizecHahn Corporation (real
estate company) and Zurich Allied (insurance company); Director of Gabelli Asset
Management Inc.; Former President of the Deutsche Bundesbank and Chairman of its
Central Bank Council from 1980 through 1991. Mr. Pohl is 70 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)
Anthony R. Pustorino 978***
Trustee of the Trust. Certified Public Accountant; Professor of Accounting, Pace
University, since 1965. Mr. Pustorino is 74 years old.
(1)(3)(4)(5)(6)(7)(10)(13)(16)(17)(19)
<PAGE>
The following Trustees of the Trust will continue to serve in such capacity
until their terms of office expire and their successors are elected and
qualified.
Number and Percentage of
Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Trustees Serving Until 2001 Annual Meeting of Shareholders
*Mario J. Gabelli, CFA 121,435
Chairman of the Board, President and Chief Investment Officer of the Fund since (1.11%)
1989; Chairman of the Board and Chief Executive Officer of Gabelli Asset
Management Inc.; Chief Investment Officer of Gabelli Funds, LLC and GAMCO
Investors, Inc.; Chairman of the Board and Chief Executive Officer of Lynch
Corporation (diversified manufacturing company) and Chairman of the Board of
Lynch Interactive Corporation (multimedia and services company); Director of
Spinnaker Industries, Inc. (manufacturing company). Mr. Gabelli is 57 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)
Dr. Thomas E. Bratter 1,104***
Trustee of the Trust. Director, President and Founder, The John Dewey Academy
(residential college preparatory therapeutic high school). Dr. Bratter is 60
years old. (6)(7)(16)
Felix J. Christiana 3,816***
Trustee of the Trust. Former Senior Vice President of Dollar Dry Dock Savings
Bank. Mr. Christiana is 75 years old. (1)(4)(5)(6)(7)(8)(10)(13)(16)(17)(19)
Vincent D. Enright 0
Trustee of the Trust. Former Senior Vice President and Chief Financial Officer
of Key Span Energy Corporation through 1998; Mr. Enright is 56 years old.
(2)(5)(12)(13)(14)(15)(16)
Trustees Serving Until 2002 Annual Meeting of Shareholders
Anthony J. Colavita 0
Trustee of the Trust. President and Attorney at Law in the law firm of Anthony
J. Colavita, P.C. since 1961. Mr. Colavita is 64 years old.
(1)(2)(3)(4)(5)(6)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)
Frank J. Fahrenkopf, Jr. 0
Trustee of the Trust. President and CEO of the American Gaming 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. Mr. Fahrenkopf, Jr. is 60 years
old. (6)(7)(16)
<PAGE>
Number and Percentage of
Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Trustees Serving Until 2002 Annual Meeting of Shareholders
Robert J. Morrissey 0
Trustee of the Trust. Partner in the law firm of Morrissey & Hawkins. Mr.
Morrissey is 60 years old. (5)(16)(17)
Salvatore J. Zizza 3,000***
Director of the Trust. Chairman of The Bethlehem Corp.; Board Member of Hollis
Eden Pharmaceuticals; Former Executive Vice President of FMG Group (a healthcare
provider); Former President and Chief Executive Officer of the Lehigh Group Inc.
(an electrical supply wholesaler); Former Chairman of the Executive Committee and
Director of Binnings Building Products, Inc.; Adviser to The Gabelli Growth
Fund. Mr. Zizza is 54 years old. (1)(4)(6)(7)(16)
Trustees and Officers as a Group 132,658
(1.21%)
.........
* "Interested person" of the Trust, as defined under the Investment Company Act of 1940, as amended
("the 1940 Act"). Mr. Gabelli is an "interested person" of the Trust as a result of his
employment as an officer of the Trust and the Adviser. Mr. Mario Gabelli and Mr. John D. Gabelli
are registered representatives of a broker-dealer that is majority owned by Gabelli Asset
Management Inc., the parent company of the Adviser. Mr. Pohl is a Director of the parent company
of the Adviser.
** For this purpose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act").
The information as to beneficial ownership is based upon information
furnished to the Trust by the Trustees.
*** Less than 1%.
<PAGE>
(1) Trustee of The Gabelli Asset Fund (11) Director of Gabelli International Growth
Fund, Inc.
(2) Trustee of The Gabelli Blue Chip Value Fund (12) Director of The Gabelli Investor Funds, Inc.
(3) Director of Gabelli Capital Series Funds, Inc. (13) Trustee of The Gabelli Mathers Fund
(4) Director of The Gabelli Convertible Securities Fund, (14) Trustee of The Gabelli Money Market Funds
Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (15) Trustee of The Gabelli Utilities Fund
(6) Director of The Gabelli Equity Trust Inc. (16) Trustee of The Gabelli Utility Trust
(7) Director of The Gabelli Global Multimedia Trust Inc. (17) Director of The Gabelli Value Fund Inc.
(8) Director of Gabelli Global Series Funds, Inc. (18) Trustee of The Gabelli Westwood Funds
(9) Director of Gabelli Gold Fund, Inc. (19) Director of The Treasurer's Fund, Inc.
(10) Trustee of The Gabelli Growth Fund
</TABLE>
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 attendance at meetings. The aggregate remuneration paid by the Trust to such
Trustees during the fiscal year ended December 31, 1999 amounted to $16,000.
<PAGE>
During the year ended December 31, 1999, the Trustees of the Trust met
four times, one of which was a special meeting of Trustees. Each Trustee then
serving in such capacity, except Mr. Pohl, attended at least 75% of the meetings
of Trustees. Messrs. Christiana, Colavita and Pustorino serve on the Trust's
Audit Committee and these Trustees are not "interested persons" of the Trust as
defined in the 1940 Act. The Audit Committee is responsible for recommending the
selection of the Trust's independent accountants and reviewing all audit as well
as non-audit accounting services performed for the Trust. During the fiscal year
ended December 31, 1999, the Audit Committee met once.
The Trustees serving on the Trust's Nominating Committee are Messrs.
Christiana (Chairman) and Zizza. 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. During the fiscal year ended December
31, 1999, the Nominating Committee met once. The Trust does not have a standing
compensation committee.
Executive Officers of the Fund
Officers of the Fund are appointed by the Trustees to serve at the
pleasure of the Board. Listed below is a brief description of the recent
business experience of each executive officer of the Fund who is not included in
the listing of Trustees. The business address of each of these officers is One
Corporate Center, Rye, New York 10580-1434.
Name, Position with the Fund, Principal Occupation During Past Five Years and
Age
Bruce N. Alpert Vice President and Treasurer. Officer of the Trust since its
inception. Executive Vice President and Chief Operating Officer of the Adviser.
Director and President of Gabelli Advisers, Inc. Vice President of the
Treasurer's Fund, Inc. and Vice President of The Gabelli Westwood Funds. Officer
of all other registered investment companies advised by the Adviser. Mr. Alpert
is 48 years old.
James E. McKee Secretary of the Trust since its inception. Secretary of the
Adviser. Vice President, Secretary and General Counsel of GAMCO Investors, Inc.
since 1993 and of Gabelli Asset Management Inc. since 1999. Secretary of the
registered investment companies advised by the Adviser and Gabelli Advisers,
Inc. Mr. McKee is 36 years old.
David I. Schachter Vice President of the Trust since its inception. Research
Analyst of Gabelli & Company, Inc. Prior to joining Gabelli in October 1999, Mr.
Schachter worked for Thomas J. Herzfeld Advisors, an investment advisor
specializing in closed-end funds. Mr. Schachter is 46 years old.
The following table sets forth certain information regarding the
compensation of the Trust's Trustees and officers. Mr. Schachter is employed by
the Trust and is not employed by the Adviser. Officers of the Trust who are
employed by the Adviser receive no compensation or expense reimbursement from
the Trust. Mr. Schachter, who is the only officer who receives compensation from
the Trust, did not receive more than $60,000 from the Trust during the fiscal
year ended December 31, 1999.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Compensation Table
for the Fiscal Year Ended December 31, 1999
Total Compensation from
Aggregate Compensation the Trust and Fund Complex
Name of Person and Position From the Trust Paid to Trustees/Officers*
Mario J. Gabelli $ 0 $ 0 (17)
Chairman of the Board
Dr. Thomas E. Bratter $ 1,750 $ 33,750 (3)
Trustee
Felix J. Christiana $ 2,250 $ 99,250 (11)
Trustee
Anthony J. Colavita $ 2,250 $ 94,875 (17)
Trustee
James P. Conn $ 1,750 $ 53,625 (6)
Trustee
Vincent D. Enright $ 1,750 $ 25,500 (7)
Trustee
Frank J. Fahrenkopf, Jr. $ 1,750 $ 26,577 (3)
Trustee
John D. Gabelli $ 0 $ 0 (6)
Trustee
Robert J. Morrissey $ 500 $ 27,000 (3)
Trustee
Karl Otto Pohl $ 0 $ 7,042 (19)
Trustee
Anthony R. Pustorino $ 2,250 $ 107,200 (11)
Trustee
Salvatore J. Zizza $ 1,750 $ 58,750 (6)
Trustee
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 1999 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.
</TABLE>
<PAGE>
Required Vote
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,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE.
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT ACCOUNTANTS OF THE
TRUST
FOR THE YEAR ENDING DECEMBER 31, 2000
Upon recommendation by the Audit Committee, PricewaterhouseCoopers LLP,
1177 Avenue of the Americas, New York, New York 10036, has served as independent
accountants for the Trust since the Trust's commencement of operations on July
9, 1999, and has been selected by the vote of a majority of those Trustees who
are not "interested persons" of the Trust to serve as independent accountants
for the Trust's fiscal year ending December 31, 2000. PricewaterhouseCoopers LLP
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").
Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Meeting to answer appropriate questions and will be given the
opportunity to make a statement if they so desire.
Required Vote
Ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants requires the affirmative vote of a majority of the votes
cast by holders of Shares of the Trust represented at the Meeting if a quorum is
present.
THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF THE TRUST FOR
THE YEAR ENDING DECEMBER 31, 2000.
The Investment Adviser and Administrator
Gabelli Funds, LLC is the Trust's Adviser and administrator. The
business address for Gabelli Funds, LLC is One Corporate Center, Rye, New York
10580-1434.
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
<PAGE>
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
1999 such persons complied with all such applicable filing requirements.
Broker Non-Votes and Abstentions
If a proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), is unmarked or marked with an abstention
(collectively, "abstentions"), the shares represented thereby will be considered
to be present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. Under Maryland law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. The election of Trustees (Proposal 1)
requires that the four candidates who receive the highest number of votes cast
at the Meeting are elected; therefore, abstentions will be disregarded. The
ratification of PricewaterhouseCoopers LLP as independent accountants of the
Trust (Proposal 2) requires the affirmative vote of a majority of the votes cast
at the Meeting; therefore, abstentions will be disregarded.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report for the six months ending June 30,
2000.
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 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 2001
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 7,
2000.
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.
<PAGE>
GBFUF-PS-00
<PAGE>
[x]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------
THE GABELLI UTILITY TRUST
- ------------------------------------------------------------------
1. To elect four (4) Trustees of the Trust:
For All With- For All
Nominees hold Except
--- --- ---
James P. Conn
John D. Gabelli
Karl Otto Pohl
Anthony R. Pustorino
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name of the nominee. Your
shares will be voted for the remaining nominee(s).
2. To ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Trust for the year ending December 31, 2000.
For Against Abstain
--- --- ---
Please be sure to sign and date this proxy.
Date _________________________________
Shareholder sign here ___________________
Co-owner sign here _____________________
Mark box at right if an address change or comment has been noted on the reverse
side of ___ this card.
RECORD DATE SHARES:
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THE GABELLI UTILITY TRUST
This proxy is solicited on behalf of the 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 Cole Auditorium, Greenwich Public
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 15,
2000 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 FOR Proposal 2 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 the
Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE 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?
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