<PAGE> 1
EXHIBIT B(2)
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
AMENDMENT TO BY-LAWS
The first sentence of Article I, Section 1 of the Trust's By-Laws is
hereby deleted in its entirety and the following sentence is substituted
therefor:
"Section 1. Annual Meetings. The annual meeting of stockholders of
the Gabelli Global Multimedia Trust Inc. (the "Corporation") shall
be held on a date fixed from time to time by the Board of Directors
within the thirty-one (31) day period ending five months after the
end of the Corporation's fiscal year."
Approved by the Board of Directors on February 22, 1995
<PAGE> 2
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
AMENDMENT TO BY-LAWS
Article 1. Section 1. of the By-Laws is hereby deleted and the following
is substituted in its place:
ARTICLE 1. SECTION 1. Annual Meetings. The annual meeting of the
stockholders of The Gabelli Global Multimedia Trust Inc. (the "Corporation")
shall be held on a DATE NOT LESS THAN NINETY (90) NOR MORE THAN ONE HUNDRED
EIGHTY TWO (182) DAYS after the end of the Corporation's fiscal year fixed from
time to time by the Board of Directors. An annual meeting may be held at any
place in or out of the State of Maryland as may be determined by the Board of
Directors as shall be designated in the notice of the meeting and at the time
specified by the Board of Directors. Any business of the Corporation may be
transacted at an annual meeting without being specifically designated in the
notice unless otherwise provided by statute, the Corporation's Charter or these
By-Laws.
April 1, 1998
<PAGE> 3
AMENDMENT TO THE BYLAWS OF
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
AS PROPOSED MAY 19, 1999
The By-Laws of Gabelli Global Multimedia Trust Inc. (the "Trust") be, and
they hereby are, amended to add the following Section to Article I of the
Trust's By-Laws.
"Section 12 -- 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 12. 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 12, 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."
