SCHEDULE 14A INFORMATIO 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 permitte
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 Global Multimedia Trust Inc. . . . . . . . . . . .
. . . . . . . . . . . . .
(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:
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:
<PAGE>
The Gabelli Global Multimedia Trust Inc.
One Corporate Center
Rye, New York 10580-1434
(914) 921-5070
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 12, 1997
-------------
To the Shareholders of
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
Notice is hereby given that the Annual Meeting of Shareholders of The
Gabelli Global Multimedia Trust Inc. (the "Trust") will be held at the Cole
Auditorium, Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 12, 1997, at 11:00 a.m., for the following
purposes:
1. To elect three Directors of the Trust (PROPOSAL 1);
2. To ratify the selection of Price Waterhouse LLP as the independent
accountants of the Trust for the year ending December 31, 1997 (PROPOSAL
2);
3. To approve the revision of the fundamental investment restriction
regarding senior securities (PROPOSAL 3); and
4. To consider and vote upon such other matters as may 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 3, 1997, 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 Directors
JAMES E. MCKEE
Secretary
April 3 , 1997
<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 a 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 Doe
Custodian or Estate Accounts
(1) John B. Smith
f/b/o John B. Smith, Jr. UGMA.......... John B. Smith
(2) John B. Smith...................... John B. Smith, Jr., Executor
<PAGE>
G:\SHARED\LEHMAN\CLOSED\LATIN\PROXIES\COVER.DOC
G:\SHARED\LEHMAN\CLOSED\LATIN\PROXIES\LTR95.DOC
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
ANNUAL MEETING OF SHAREHOLDERS
May 12, 1997
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Directors of The Gabelli Global Multimedia Trust Inc. (the
"Trust") for use at the Annual Meeting of Shareholders of the Trust to be held
on May 12, 1997, at 11:00 a.m., at the Cole Auditorium, Greenwich Public
Library, 101 West Putnam Avenue, Greenwich, Connecticut, and at any adjournments
thereof (the "Meeting"). A Notice of Meeting of Shareholders and a proxy card
accompany this Proxy Statement.
In addition to the solicitation of Proxies by mail, officers of the
Trust and officers and regular employees of Boston EquiServe, the Trust's
transfer agent, affiliates of Boston EquiServe or other representatives of the
Trust also may solicit proxies by telephone, telegraph or in person. In
addition, the Trust has retained Georgeson and Company Inc. to assist in the
solicitation of Proxies for a fee estimated at $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
(800) 422-3554.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted in accordance
with the instructions marked thereon. Unless instructions to the contrary are
marked thereon, the Proxy will be voted FOR the election of the nominees as
Directors, FOR the other matters listed in the accompanying Notice of Annual
Meeting of Shareholders and FOR any other matters deemed appropriate. 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 and the persons named as proxies will vote
those proxies which they are entitled to vote FOR or AGAINST any such proposal
in their discretion.
The close of business on March 3, 1997, 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 11,241,548 shares of the Trust outstanding.
To the knowledge of the management of the Trust, no person owns of
record or beneficially 5% or more of the shares of the Trust except that, as of
March 3, 1997, 9,286,244 shares were held of record by Cede & Co., a nominee
partnership of The Depository Trust Company. Of such shares, 1,853,866 shares,
representing 16.5% of the outstanding shares of the Trust, are held by The
Depository Trust Company as nominee for Smith Barney Inc., representing
approximately 10,179 discretionary and non-discretionary accounts.
This Proxy Statement is first being mailed to shareholders on or about
April 3 , 1997.
PROPOSAL 1: TO ELECT THREE DIRECTORS OF THE TRUST
At the Meeting, the following three of the eight Directors of the Trust
are to be elected to hold office for a period of three years and until their
successors are elected and qualified. The Board of Directors is divided into
three classes. Each year the term of office of one class will expire. 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 will serve if elected, but if any nominee should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment. Each of the Directors of
the Trust has served in that capacity since the April 6, 1994 organizational
meeting of the Trust.
<TABLE>
<CAPTION>
Number and Percentage of
Shares of Capital Stock
Position with the Trust, Beneficially Owned**
Business Experience During Directly or Indirectly on
Name and Business Address Past Five Years and Age March 3, 1997
- ------------------------- - ------------------------ -------------
<S> <C> <C>
James P. Conn Director of the Trust. Managing Director 10,352***
One Corporate Center of Financial Security Assurance
Rye, NY 10580-1434 Holdings Ltd. since 1992; Director
of Santa Anita Realty Enterprises, Inc.
since 1995; Director of Santa Anita
Operating Company since 1995; Director of
California Jockey Club since 1983;
President and Chief Executive Officer of
Bay Meadows Operating Company from 1988
through 1992. Mr. Conn is 59 years old.
(1)(2)(10)(14)
Anthony R. Pustorino Director of the Trust. Certified Public 1,101***
One Corporate Center Accountant. Professor of Accounting, Pace
Rye, NY 10580-1434 University, since 1965. Mr. Pustorino is
71 years old. (1)(2)(3)(4)(5)
(10)(11)(13)
*Karl Otto Pohl Director of the Trust. Partner of Sal
One Corporate Center Oppenheim Jr. & Cie (private investment
Rye, NY 10580-1434 bank); Currently Board Member of IBM World
Trade Europe/Middle East/Africa Corp.;
Bertelsmann AG; Zurich
Versicherungs-Gesellschaft (insurance); the 0
International Advisory Board for JP Morgan
& Co.; Supervisory Board Member of Royal
Dutch (petroleum company) ROBECo/o Group;
Advisory Director of Unilever N.V. and
Unilever Deutschland. Mr. Pohl is 67 years
old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
(13)
</TABLE>
<PAGE>
The following Directors of the Trust will continue to serve in such
capacity until their terms of office expire and their successors are elected and
qualified.
<TABLE>
<CAPTION>
Number and Percentage of
Shares of Capital Stock
Position with the Trust, Beneficially Owned**
Business Experience During Past Five Years, Directly or Indirectly on
Name and Business Address Age and Date Term Expires March 3, 1997
- ------------------------- ------------------------- --------------
<S> <C> <C>
*Mario J. Gabelli, CFA Chairman of the Board and President of the 168,119
One Corporate Center Trust; Chairman of the Board, Chief (1.50%)
Rye, NY 10580-1434 Executive Officer and Chief Investment
Officer of Gabelli Funds, Inc. and
of GAMCO Investors, Inc., Chairman of the
Board and Chief Executive Officer of Lynch
Corporation. Mr. Gabelli is 54
years old. (1998)
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
(13)
Dr. Thomas E. Bratter Director of the Trust. Director, President 1,182***
One Corporate Center and Founder, The John Dewey Academy
Rye, NY 10580-1434 (residential college preparatory
therapeutic high school). Dr. Bratter is
56 years old. (1998) (10)
Felix J. Christiana Director of the Trust. Retired; formerly 3,030***
One Corporate Center Senior Vice President of Dollar Dry Dock
Rye, NY 10580-1434 Savings Bank. Mr. Christiana is 71 years
old. (1998) (1)(2)(3)(4)(5)(8)(10)(13)
Bill Callaghan Director of the Trust. President of Bill 1,478***
One Corporate Center Callaghan Associates, Ltd., an executive
Rye, NY 10580-1434 search company. Mr. Callaghan is 53 years
old. (1999) (3)(10)
* Salvatore J. Zizza Director of the Trust. President and Chief 5,666***
One Corporate Center Executive Officer of The Lehigh Group, Inc.
Rye, NY 10580-1434 (an electrical supply wholesaler) and
Chairman of the Executive Committee and
Director of Binnings Building
Products, Inc. Mr. Zizza is 51
years old. (1999) (1) (4)(10)
Directors and Officers as a 191,473
Group (1.70%)
* "Interested person" of the Trust, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). Mr. Gabelli is an "interested person" as a result of his employment as an officer of the
Trust and its adviser, Gabelli Funds, Inc. (the "Investment Adviser") . Mr. Gabelli is a
registered representative of an affiliated broker-dealer. Mr. Pohl receives fees from the
Investment Adviser but has no obligation to provide any services to it. Although this
relationship does not appear to require designation of Mr. Pohl as an "interested person," the Trust
has made such designation in order to avoid the possibility that Mr. Pohl's independence would be
questioned. Mr. Zizza may be an "interested person" as a result of his association with Binnings
Building Products, Inc., an entity controlled by GLI, Inc., an affiliate of the Investment Adviser.
** For this purpose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The information as to beneficial ownership is based upon
information furnished to the Trust by the Directors.
*** Less than 1%.
(1) Trustee of The Gabelli Asset Fund (8) Director of Gabelli Global Series Funds, Inc.
(2) Trustee of The Gabelli Growth Fund (9) Director of Gabelli Gold Fund, Inc.
(3) Director of The Gabelli Value Fund Inc. (10) Director of The Gabelli Equity Trust
Inc.
(4) Director of The Gabelli Convertible Securities Fund, Inc. (11) Director of Gabelli Capital Series
Funds, Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (12) Director of Gabelli International Growth Fund,
Inc.
(6) Trustee of The Gabelli Money Market Funds (13) Trustee of The Treasurer's Fund, Inc.
(7) Director of Gabelli Investor Funds, Inc. (14) Trustee of the Westwood Funds
</TABLE>
The Trust pays each Director not affiliated with the Investment
Adviser or its affiliates, a fee of $3,000 per year plus $500 per meeting
attended, together with the Director's actual out-of-pocket expenses relating to
attendance at meetings. The aggregate remuneration paid by the Trust to such
Directors during the fiscal year ended December 31, 1996, amounted to $37,354.
During the year ended December 31, 1996, the Directors of the Trust met
five times, one of which was a special meeting of Directors. Each Director then
serving in such capacity attended at least 75% of the meetings of Directors and
of any Committee of which he is a member. Felix J. Christiana and Anthony R.
Pustorino serve on the Trust's Audit Committee and these Directors 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,
1996, the Audit Committee met twice.
The Directors serving on the Trust's Nominating Committee are Felix J.
Christiana (Chairman) and Salvatore J. 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 will 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 fiscal year ended December 31, 1996. The Trust does not have
a standing compensation committee.
Bruce N. Alpert, Vice President and Treasurer of the Trust, James E.
McKee, Secretary of the Trust, and Douglas Neviera, Assistant Vice President of
the Trust, are the only executive officers of the Trust not included in the
listing of Directors above. Mr. Alpert is 45 years old and has served as an
officer of the Trust since its inception. He currently serves as Vice President
and Chief Operating Officer of the Investment Advisory Division of the
Investment Adviser and as an officer for each mutual fund managed by the
Investment Adviser and Teton Advisers LLC. Mr. McKee is 33 years old and has
served as Secretary of the Trust since August 16, 1995. He has served as Vice
President and General Counsel of GAMCO Investors, Inc. since 1993 and of Gabelli
Funds, Inc. since August 1995. Mr. McKee also serves as Secretary for each
mutual fund managed by the Investment Adviser and Teton Advisers LLC. From 1992
through 1993 Mr. McKee served as Branch Chief with the U.S. Securities and
Exchange Commission in New York. From 1989 through 1992 he served as a staff
attorney with the Securities and Exchange Commission in New York. Mr. Neviera is
27 years old and served as a client services representative for Gabelli
& Company, Inc. from May 1995 until he became Assistant Vice President of the
Trust on November 15, 1995. Prior to 1995, Mr. Neviera was a senior analyst at
Putnam Investments and was also a masters student at Boston College. The
business address of each of these officers is One Corporate Center, Rye, New
York 10580-1434.
The following table sets forth certain information regarding the
compensation of the Trust's directors and officers. Mr. Neviera is
employed by the Trust and is not employed by the Investment Adviser.
Officers of the Trust who are employed by the Investment Adviser receive no
compensation or expense reimbursement from the Trust. Mr. Neviera, who is the
only officer who receives compensation from the Trust, did not receive more than
$60,000 from the Trust.
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
Fiscal Year Ended December 31, 1996
Total Compensation from
Aggregate the Trust and Fund
Name of Person Compensation from Complex Paid to
and Position the Trust Directors *
<S> <C> <C>
Mario J. Gabelli $0 $0
Chairman of the Board
Dr. Thomas E. Bratter $5,000 $20,500 (2)
Director
Bill Callaghan $5,000 $34,500 (3)
Director
Felix J. Christiana $5,000 $74,000 (11)
Director
James P. Conn $5,000 $36,500 (5)
Director
Karl Otto Pohl $4,500 $77,750 (16)
Director
Anthony R. Pustorino $5,000 $84,500 (9)
Director
Salvatore J. Zizza $5,000 $42,500 (5)
Director
- ---------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1996 by investment companies (including the Trust)
from which such person receives compensation that are considered part of the
same fund complex as the Trust because they have common or affiliated
investment advisers. The number in parenthesis represents the number of such
investment companies.
</TABLE>
Required Vote
In the election of Directors of the Trust, those candidates receiving
the highest number of votes cast at the Meeting if a quorum is present shall be
elected to the three positions.
THE BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ELECT THREE
DIRECTORS OF THE TRUST.
<PAGE>
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
ACCOUNTANTS OF THE TRUST FOR THE YEAR ENDING DECEMBER 31, 1997
Upon recommendation by the Audit Committee, Price Waterhouse LLP, 1177
Avenue of the Americas, New York, New York 10036, has been selected by the vote
of a majority of those Directors who are not "interested persons" of the Trust
to serve as independent accountants for the Trust's fiscal year ending December
31, 1997. Price Waterhouse 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 "Commission").
Representatives of Price Waterhouse 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 Price Waterhouse 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 DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION
OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS OF THE TRUST FOR THE YEAR
ENDING DECEMBER 31, 1997.
PROPOSAL 3: AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING THE ISSUANCE OF SENIOR SECURITIES
The Trust has adopted investment restrictions that govern its
operations generally. Fundamental investment restrictions may
not be changed without a vote of the outstanding shares of the Trust.
The proposed change to the investment restriction is designed to
provide the Trust with greater investment flexibility, to promote operational
efficiencies and facilitate monitoring of compliance and to provide greater
opportunities to enhance performance for the common shareholders of the Trust.
Shareholders should note that the proposed fundamental investment
restrictions are stated in terms of "to the extent permitted by applicable law."
Applicable law can change from time to time and may become more or less
restrictive as a result. The restriction has been drafted in this manner
so that future changes in the law would not require the Trust to seek
shareholder approval to amend the restriction to conform to
applicable law then in effect.
The Trust currently is prohibited from issuing senior securities but is
allowed to mortgage or pledge securities in connection with permissible
borrowings. The current restriction reads as follows: "The Fund may not issue
senior securities, as defined in the 1940 Act, or mortgage, pledge, hypothecate
or in any manner transfer, as security for indebtedness, any securities it owns
or holds except as may be necessary in connection with borrowings mentioned . .
. above, and then such mortgaging, pledging or hypothecating may not exceed 10%
of the total assets of the Fund taken at the lesser of cost or market value and
except that collateral arrangements with respect to the writing of options or
any other hedging activity shall not be deemed a pledge of assets or the
issuance of a senior security." The proposed restriction instead substitutes a
limitation on the issuance of senior securities based upon applicable law, as
follows: "The Fund may not issue senior securities, except to the extent
permitted by applicable law." The purpose of the proposed amendment is to ensure
that the Trust's policy concerning senior securities affords it the maximum
ability to adapt to economic, market and regulatory conditions as they arise.
Although the definition of "senior security" involves complex statutory
and regulatory concepts, a senior security is considered generally to be an
obligation of the Trust that has a claim to the assets or earnings of the Trust
that takes priority over the claims of shareholders of the Trust. The 1940 Act
generally prohibits closed-end investment companies such as the Trust from
issuing senior securities unless certain asset coverage tests and other
restrictions are satisfied.
The proposed amendment would enable the Trust to issue
preferred stock whose holders would have priority over holders of the Trust's
common shares as to distribution of assets or payment of dividends .
The Board of Directors has considered certain preliminary matters relating to a
possible offering of preferred stock. If this proposal is approved, the Board of
Directors intends to consider more fully the issuance of preferred stock,
including the preferences, rights, powers and restrictions thereof. If a
preferred offering is approved, the Investment Adviser does not intend to
receive a management fee on the incremental assets until the total return of the
Trust exceeds the coupon rate of the preferred stock.
A leveraged capital structure creates certain special risks and
benefits not associated with unleveraged funds having similar investment
objectives and policies. If the Trust were to issue preferred stock or debt and
incur an obligation to pay dividends , any investment income or gains
earned from the capital contributed by the purchase of the senior securities
which is in excess of the dividends due thereon will cause the net
asset value of the Trust's shares to increase to a greater extent than would
otherwise be the case. Conversely, if the investment performance of the capital
contributed by the purchasers of the senior securities fails to cover the
dividends on such capital, the net asset value of the Trust would decrease
to a greater extent than would otherwise be the case, and dividends on the
shares from earnings may be reduced or eliminated. A leveraged capital structure
may be implemented only if the Board of Directors of the Trust determines in
light of all relevant circumstances that to do so would be in the best interests
of the Trust and its shareholders.
Required Vote
The proposed change to the Trust's fundamental investment restriction
as set forth in proposal 3 requires the affirmative vote of a majority
of the outstanding voting securities of the Trust which, as defined in the 1940
Act, means the lesser of (a) 67% of the shares present at a meeting of its
shareholders if a quorum is present or (b) more than 50% of the outstanding
shares of the Trust.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE TRUST'S
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING THE ISSUANCE OF SENIOR
SECURITIES .
The Investment Adviser and Administrator
Gabelli Funds, Inc. acts as investment adviser and administrator to the Trust.
The business address for Gabelli Funds, Inc. is One Corporate Center, Rye,
New York 10580-1434.
Compliance with the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act and Section 30(f) of the 1940 Act and
the rules thereunder require the Trust's officers and directors, officers and
directors of the investment adviser, affiliated persons of the investment
adviser, and persons who own more than ten percent of a registered class of the
Trust's securities, to file reports of ownership and changes in ownership with
the Commission and the New York Stock Exchange and to furnish the Trust with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it, the Trust believes that during 1996, 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 Directors (Proposal 1)
requires that the three candidates who receive the highest number of votes cast
at the meeting are elected; therefore, abstentions will be disregarded. The
ratification of Price Waterhouse 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. The consideration of
the amendment of the fundamental investment restriction
regarding the issuance of senior securities (Proposal 3 ) requires
approval of a 1940 Act majority; therefore, abstentions and broker non-votes
have the effect of a negative vote on the proposal.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated June 30, 1997.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors 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 1998,
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
4 , 1997.
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>
[x] PLEASE MARK VOTES AS IN THIS EXAMPLE
With- For All
For hold Except
1.) To elect three Directors of
the Trust. [ ) [ ] [ ]
James P. Conn, Anthony R. Pustorino, Karl Otto Pohl
If you do not wish your shares voted "FOR" a particular
nominee, mark the "For All Except" box and strike a line
through the nominee(s) name. Your shares will be voted
for the remaining nominee(s).
For Against Abstain
2.) To ratify the selection of
Price Waterhouse LLP as the
independent accountants of [ ] [ ] [ ]
the Trust for the year ending
December 31, 1997.
3.) To approve the revision of
the fundamental investment
restriction regarding senior
securities ( ) ( ) ( )
4.) To consider and vote upon such other matters as may come before said
Meeting or at any adjournment thereof.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
noted on the reverse side
Mark box at right if comments or address changes have been
of this card. [ ]
Shareholder sign here Co-owner sign here.
DETACH CARD
<PAGE>
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
This proxy is solicited on behalf of the Directors
The undersigned hereby appoints Mario J. Gabelli, Anthony R. Pustorino, Felix J.
Christiana 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
Global Multimedia Trust Inc. (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 May 12, 1997 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
election of the nominees as directors and FOR Proposals 2 and 3.
Please refer to the Proxy Statement for a discussion of the proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE. Please sign this proxy exactly as your name appears 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.
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