DEF 14A 1 globalmm.txt GLOBAL MULTI MEDIA PROXY 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 GLOBAL MUTIMEDIA 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)(1) 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: THE GABELLI GLOBAL MULTIMEDIA TRUST INC. One Corporate Center Rye, New York 10580-1422 (914) 921-5070 ------------------ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2002 ------------------ To the Shareholders of THE GABELLI GLOBAL MULTIMEDIA TRUST INC. Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting") of The Gabelli Global Multimedia Trust Inc. (the "Trust") will be held at The Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830, on Monday, May 20, 2002, at 11:00 a.m., for the following purposes: 1. To elect four (4) Directors of the Trust, three to be elected by holders of the Trust's Common Stock and holders of its 7.92% Cumulative Preferred Stock ("Preferred Stock"), voting together as a single class, and one to be elected by the holders of the Trust's Preferred Stock, voting as a separate class (PROPOSAL 1); and 2. 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 4, 2002 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 Board of Directors JAMES E. MCKEE SECRETARY April 15, 2002 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, Executor Estate of Jane Smith John B. Smith, Executor TELEPHONE/INTERNET VOTING Various brokerage firms may offer the convenience of providing your voting instructions via telephone or the Internet for shares held through such firms. If available, instructions are included with this Proxy Statement and proxy card. THE GABELLI GLOBAL MULTIMEDIA TRUST INC. ---------- ANNUAL MEETING OF SHAREHOLDERS MAY 20, 2002 ---------- PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of 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 Monday, May 20, 2002, at 11:00 a.m., at The Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830, and at any adjournments thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders and proxy card accompany this Proxy Statement, all of which are first being mailed to shareholders on or about April 15, 2002. In addition to the solicitation of proxies by mail, officers of the Trust and officers and regular employees of EquiServe Trust Company N.A. ("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 $4,000 plus reimbursement of expenses. The costs of proxy solicitation and the expenses incurred in connection with preparing the Proxy Statement and its enclosures will be paid by the Trust. The Trust will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of its shares. THE TRUST'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING THE TRUST AT ONE CORPORATE CENTER, RYE, NEW YORK 10580-1422 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 (as defined below) represented thereby will be voted "FOR" the election of the nominees as Directors 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 not present at the Meeting or in the event that 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 for approval 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. The close of business on March 4, 2002 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. 1 The Trust has two classes of capital stock: common stock, par value $.001 per share (the "Common Stock") and 7.92% Cumulative Preferred Stock, par value $.001 ("Preferred Stock") (together with the Common Stock, the "Shares"). The holders of the Common Stock and Preferred Stock are each entitled to one vote for each full share and an appropriate fraction of a vote for each fractional share held. On the record date, March 4, 2002, there were 14,315,653 shares of Common Stock outstanding and 1,234,700 shares of Preferred Stock outstanding. The following persons were known to the Trust to be beneficial owners or owners of record of 5% or more of the Trust's outstanding shares of Common Stock and Preferred Stock as of the record date:
NAME AND ADDRESS OF AMOUNT OF SHARES AND BENEFICIAL/RECORD OWNER TITLE OF CLASS NATURE OF OWNERSHIP PERCENT OF CLASS ----------------------- -------------- ------------------- ---------------- Cede & Co.* Common 11,949,388 (record) 83.47% P.O. Box 20 Bowling Green Station Preferred 1,222,200 (record) 98.99% New York, NY 10274 Salomon Smith Barney Inc.** Common 2,223,649 (record) 15.53% 333 W. 34th Street New York, NY 10001 Preferred 409,587 (record) 33.17% Charles Schwab & Co., Inc. ** Common 1,071,587 (record) 7.49% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Donaldson, Lufkin and Jenrette Common 823,148 (record) 5.75% Sec. Corp.** 1 Pershing Plaza Jersey City, NJ 07399 Prudential Securities Inc.** Common 907,427 (record) 6.34% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 A.G. Edwards & Sons, Inc.** Preferred 79,827 (record) 6.47% 125 Broad Street, 40th Fl. New York, NY 10004 First Clearing Corp. Preferred 76,557 (record) 6.20% 10700 Wheat First Drive Glenn Allen, VA 23060
---------------- * A nominee partnership of The Depository Trust Company. ** Shares held at The Depository Trust Company. 2 SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS -------- ------------------- ---------------------- 1. Election of Directors Common and Preferred Stockholders, Common and Preferred Stockholders, voting together as a single class, elect voting together as a single class, elect three Directors: Frank J. three Directors: Frank J. Fahrenkopf, Jr., Werner J. Roeder Fahrenkopf, Jr., Werner J. Roeder and Salvatore J. Zizza. and Salvatore J. Zizza Preferred Stockholders, voting as a separate class, elect one Director: Anthony J. Colavita 2. Other Business Common and Preferred Stockholders, voting together as a single class
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 (4) DIRECTORS OF THE TRUST NOMINEES FOR THE BOARD OF DIRECTORS The Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class will expire. Frank J. Fahrenkopf, Jr., Werner J. Roeder and Salvatore J. Zizza have each been nominated by the Board of Directors for a three-year term to expire at the Trust's 2005 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Mr. Colavita is being considered for election by shareholders for a two-year period to expire at the Trust's 2004 Annual Meeting of Shareholders and until his successor is elected and qualified. With the exception of Frank J. Fahrenkopf, Jr., Werner J. Roeder and Anthony J. Colavita, each of the Directors of the Trust has served in that capacity since the April 6, 1994 organizational meeting of the Trust. Mr. Fahrenkopf was elected a Director of the Trust on August 18, 1999, Mr. Roeder was elected a Director of the Trust on November 17, 1999 and Mr. Colavita was elected a Director of the Trust on August 15, 2001. All of the Directors 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 classes of Directors are indicated below: NOMINEES TO SERVE UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS Frank J. Fahrenkopf, Jr. Werner J. Roeder Salvatore J. Zizza NOMINEE TO SERVE UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS Anthony J. Colavita DIRECTORS SERVING UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS Mario J. Gabelli, CFA Dr. Thomas E. Bratter 3 DIRECTORS SERVING UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS James P. Conn Karl Otto Pohl Anthony R. Pustorino Under the Trust's Articles of Incorporation, Articles Supplementary and the Investment Company Act of 1940, as amended (the "1940 Act"), holders of Preferred Stock, voting as a separate class, are entitled to elect two Directors, and holders of the Common Stock and Preferred Stock, voting as a single class, are entitled to elect the remaining Directors, subject to the provisions of the 1940 Act and the Trust's Articles of Incorporation, Articles Supplementary and By-Laws. The holders of Preferred Stock would elect the minimum number of additional Directors that would represent a majority of the Directors in the event that dividends on Preferred Stock are in arrears for two full years. No dividend arrearages exist at this time. Anthony J. Colavita and James P. Conn are currently the Directors representing the holders of the Trust's Preferred Stock and are elected solely by the holders of the Trust's Preferred Stock. A quorum of the Preferred Stockholders must be present at the Meeting in order for the proposal to elect Mr. Colavita to be considered. 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 Director 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. INFORMATION ABOUT DIRECTORS AND OFFICERS Set forth in the table below are the existing Directors and Nominees for election to the Board of the Trust, including information relating to their respective positions held with the Trust, a brief statement of their principal occupations during the past five years and other directorships, if any.
TERM OF NUMBER OF OFFICE AND PORTFOLIOS IN NAME, POSITION(S) LENGTH OF FUND COMPLEX ADDRESS1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN AND AGE SERVED2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR ------- ------- ---------------------- ---------------- ----------- INTERESTED DIRECTORS3: -------------------- MARIO J. GABELLI Since 1994** Chairman of the Board and Chief Director of Morgan Group 21 Director, President and Executive Officer of Gabelli Asset Holdings, Inc. (transportation Chief Investment Officer Management Inc. and Chief services); Vice Chairman Age: 59 Investment Officer of Gabelli Funds, of Lynch Corporation LLC and GAMCO Investors, Inc.; (diversified manufacturing) Chairman and Chief Executive Officer of Lynch Interactive Corporation (multimedia and services) KARL OTTO POHL Since 1994* Member of the Shareholder Director of Gabelli Asset 30 Director Committee of Sal Oppenheim Jr. & Management Inc. (investment Age: 72 Cie (private investment bank); management); Chairman, Former President of the Deutsche Incentive Capital and Incentive Bundesbank and Chairman of its Asset Management (Zurich); Central Bank Council (1980-1991) Director at Sal Oppenheim Jr. & Cie, Zurich
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TERM OF NUMBER OF OFFICE AND PORTFOLIOS IN NAME, POSITION(S) LENGTH OF FUND COMPLEX ADDRESS1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN AND AGE SERVED2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR ------- ------- ---------------------- ---------------- ----------- NON-INTERESTED DIRECTORS: THOMAS E. BRATTER Since 1994** Director, President and Founder, -- 3 Director The John Dewey Academy Age: 62 (residential college preparatory therapeutic high school) ANTHONY J. COLAVITA4 Since 2001*** President and Attorney at Law in the -- 32 Director law firm of Anthony J. Colavita, P.C. Age: 66 JAMES P. CONN4 Since 1994* Former Managing Director and Director of LaQuinta Corp. 11 Director Chief Investment Officer of (hotels) and First Republic Bank Age: 64 Financial Security Assurance Holdings Ltd. (1992-1998) FRANK J. FAHRENKOPF, JR. Since 1999**** President and Chief Executive -- 3 Director Officer of the American Gaming Age: 62 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 ANTHONY R. PUSTORINO Since 1994* Certified Public Accountant; -- 16 Director Professor Emeritus, Pace University Age: 76 WERNER J. ROEDER, MD Since 1999**** Medical Director of Lawrence -- 26 Director Hospital and practicing Age: 61 private physician SALVATORE J. ZIZZA Since 1994**** Chairman, Hallmark Electrical Director of Hollis Eden 8 Director Supplies Corp.; Former Executive Pharmaceuticals, Bion Age: 56 Vice President of FMG Group Environmental Technologies Inc. (a healthcare provider); Former and The Credit Store Inc. President and Chief Executive Officer of the Lehigh Group Inc., an interior construction company, through 1997
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TERM OF OFFICE AND NAME, POSITION(S) LENGTH OF ADDRESS1 TIME PRINCIPAL OCCUPATION(S) AND AGE SERVED DURING PAST FIVE YEARS ------- ------ ---------------------- OFFICERS: BRUCE N. ALPERT Since 1994 Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC Vice President and and an officer of all mutual funds advised by Gabelli Funds, LLC and its Treasurer affiliates. Director and President of the Gabelli Advisers, Inc. Age: 50 PETER W. LATARTARA Since 1998 Vice President of the Trust. Vice President of Gabelli & Company, Inc. since 1996. Vice President Age: 34 BRANDON J. MCCUE Since 2000 Vice President of the Trust. Prior to 2000, Mr. McCue was with the Vice President executive search firm of Robert Half International from 1999 to 2000 and Age: 32 President of Market Place Florists, Inc. (a specialty retail enterprise) from 1993 to 1999 JAMES E. MCKEE Since 1995 Vice President, General Counsel and Secretary of Gabelli Asset Management Inc. Age: 38 since 1999 and GAMCO Investors, Inc. since 1993; Secretary of all mutual funds Secretary advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC.
--------------------- 1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted. 2 The Fund's Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three-year term. * Term expires at the Trust's 2003 Annual Meeting of Shareholders and until his successor is duly elected and qualified. ** Term expires at the Trust's 2004 Annual Meeting of Shareholders and until his successor is duly elected and qualified. *** Nominee to serve until the Trust's 2004 Annual Meeting of Shareholders and until his successor is duly elected and qualified. **** Nominee to serve until the Trust's 2005 Annual Meeting of Shareholders and until his successor is duly elected and qualified. 3 "Interested person" of the Trust as defined in the Investment Company Act of 1940. Messrs. Gabelli and Pohl are each considered an "interested person" because of their affiliation with Gabelli Funds, LLC which acts as the Trust's investment adviser. 4 Represents holders of the Trust's Preferred Stock. BENEFICIAL OWNERSHIP OF SHARES HELD IN THE TRUST AND THE FUND COMPLEX FOR EACH DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR Set forth in the table below is the dollar range of equity securities held in the Trust and the aggregate dollar range of equity securities in the Fund complex beneficially owned by each Director. NAME OF DIRECTOR DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES HELD SECURITIES HELD IN THE TRUST*(1) IN FUND COMPLEX*(2) Mario J. Gabelli E E Dr. Thomas E. Bratter C E Anthony J. Colavita C E James P. Conn E E Frank J. Fahrenkopf, Jr. A A Karl Otto Pohl A A Anthony R. Pustorino C E 6 NAME OF DIRECTOR DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES HELD SECURITIES HELD IN THE TRUST*(1) IN FUND COMPLEX*(2) Werner J. Roeder A E Salvatore J. Zizza D E -------------------------- * Key to Dollar Ranges A. None B. $1 - $10,000 C. $10,001 - $50,000 D. $50,001 - $100,000 E. Over $100,000 All shares were valued as of December 31, 2001. (1) This information has been furnished by each Director as of December 31, 2001. "Beneficial Ownership" is determined in accordance with Section 16a-1(a)(2) of the 1934 Act. (2) Less than 1%. The Trust pays each Director not affiliated with the Adviser or its affiliates a fee of $6,000 per year plus $500 per meeting attended in person and by telephone, together with the Director's actual out-of-pocket expenses relating to their attendance at such meetings. The aggregate remuneration (not including out-of-pocket expenses) paid by the Trust to such Directors during the year ended December 31, 2001, amounted to $58,766. During the year ended December 31, 2001, the Directors of the Trust met four times. 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, except for Mr. Colavita, who became a Director of the Trust on August 15, 2001. The Directors serving on the Trust's Nominating Committee are Messrs. Colavita (Chairman) and Zizza, who are not "interested persons" of the Trust as defined in the 1940 Act. 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. The Nominating Committee met once during the year ended December 31, 2001. The Trust does not have a standing compensation committee. Messrs. Pustorino (Chairman), Roeder and Zizza who are not "interested persons" of the Trust as defined in the 1940 Act, serve on the Trust's Audit Committee. The Audit Committee is responsible for reviewing and evaluating issues related to the accounting and financial reporting policies, and internal controls, of the Trust and the internal controls of certain service providers, overseeing the quality and objectivity of the Trust's financial statements and the audit thereof and to act as a liaison between the Board of Directors and the Trust's independent accountants. During the year ended December 31, 2001, the Audit Committee met twice. 7 AUDIT COMMITTEE REPORT The role of the Trust's Audit Committee is to assist the Trust's Board of Directors in its oversight of the Trust's financial reporting process. The Board of Directors of the Trust has adopted a Charter for the Audit Committee. Management, however, is responsible for maintaining appropriate systems for accounting and internal control, and the Trust's independent accountants are responsible for planning and carrying out proper audits and reviews. In connection with the Trust's audited financial statements for the year ended December 31, 2001, included in the Trust's Annual Report dated December 31, 2001 (the "Annual Report"), the Audit Committee reviewed and discussed at a meeting held on February 15, 2002, the Trust's audited financial statements with management and the Trust's independent accountants, and discussed the audit of such financial statements with the Trust's independent accountants. The Audit Committee specifically discussed with the independent accountants the quality, and not just the acceptability under generally accepted accounting principles, of the accounting principles applied by the Trust. The Audit Committee also received a formal written statement from the Trust's independent accountants delineating the relationships between the independent accountants and the Trust and its affiliates and discussed matters designed to assist the Audit Committee in determining whether the independence of the accountants might reasonably be viewed as being adversely affected. Members of the Trust's Audit Committee are not professionally engaged in the practice of auditing or accounting and are not employed by the Trust for accounting, financial management or internal control. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Trust's independent accountants. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not provide assurance that the audit of the Trust's financial statements has been carried out in accordance with generally accepted auditing standards or that the financial statements are presented in accordance with generally accepted accounting principles. Based on its consideration of the Trust's audited financial statements and the discussions referred to above with management and the Trust's independent accountants, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, the Audit Committee recommended to the Trust's Board of Directors that the Trust's audited financial statements be included in the Trust's Annual Report. Set forth in the table below are audit fees and non-audit related fees billed by the Trust's independent accountants to the Trust for the Trust's fiscal year ended December 31, 2001. 8
FINANCIAL INFORMATION SYSTEMS DESIGN AND AUDIT FEES IMPLEMENTATION FEES ALL OTHER FEES ---------- ------------------- -------------- $28,500 - For No fees were billed for $23,900 - For tax services and professional services professional services rendered other attest services rendered rendered for the audit to the Trust, the Trust's by the principal accountant of the Trust's annual investment adviser and any (other than those disclosed in financial statements entity controlling, controlled the previous columns) to the for the fiscal year by or under common control Trust. There were no other ended December 31, with the Adviser that provides fees paid by the Trust's 2001. services to the Trust. investment adviser and any entity controlling, controlled by or under common control with the Adviser that provides services to the Trust.
The Audit Committee has considered whether the provision of the non-audit services is compatible with maintaining the auditors' independence. SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUST'S BOARD OF DIRECTORS Anthony R. Pustorino, Chairman Werner J. Roeder Salvatore J. Zizza 9 The following table sets forth certain information regarding the compensation of the Trust's Directors and officers for the fiscal year ended December 31, 2001. Mr. McCue is employed by the Trust, while Mr. Latartara is employed by both the Trust and The Gabelli Convertible Securities Fund, Inc. Neither Mr. McCue nor Mr. Latartara is employed by the Adviser (although they may receive incentive-based variable compensation from affiliates of the adviser). Officers of the Trust who are employed by the Adviser receive no compensation or expense reimbursement from the Trust. COMPENSATION TABLE
AGGREGATE COMPENSATION FROM AGGREGATE COMPENSATION THE TRUST AND FUND COMPLEX NAME OF PERSON AND POSITION FROM THE TRUST PAID TO DIRECTORS* --------------------------- -------------- ------------------ MARIO J. GABELLI $0 $0 (21) Chairman of the Board, President and Chief Investment Officer DR. THOMAS E. BRATTER $8,000 $31,500 (3) Director FELIX J. CHRISTIANA** $4,500 $50,533 (11) Director ANTHONY J. COLAVITA $3,766 $145,016 (32) Director JAMES P. CONN $8,000 $53,750 (11) Director FRANK J. FAHRENKOPF, JR. $8,000 $31,500 (3) Director KARL OTTO POHL $0 $0 (30) Director ANTHONY R. PUSTORINO $9,000 $125,250 (16) Director WERNER J. ROEDER $9,000 $72,182 (26) Director SALVATORE J. ZIZZA $8,500 $64,266 (7) Director
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TOTAL COMPENSATION FROM AGGREGATE COMPENSATION THE TRUST AND FUND COMPLEX NAME OF PERSON AND POSITION FROM THE TRUST PAID TO DIRECTORS* --------------------------- -------------- ------------------ Brandon J. McCue $85,000 $85,000 (1) Vice President Peter W. Latartara $55,000 $140,000 (2) Vice President
------------------ * Represents the total compensation paid to such persons during the calendar year ended December 31, 2001 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. ** Mr. Christiana served as a Director of the Trust until June 7, 2001. REQUIRED VOTE The election of each of the listed nominees for Director of the Trust requires the affirmative vote of the holders of a plurality of the applicable classes of shares of the Trust represented at the Meeting if a quorum is present (Common and Preferred Stockholders vote together as a single class for three Directors, and Preferred Stockholders vote separately for one Director). THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE. 11 ADDITIONAL INFORMATION THE INVESTMENT ADVISER AND ADMINISTRATOR Gabelli Funds, LLC is the Trust's Adviser and Administrator and its business address is One Corporate Center, Rye, New York 10580-1422. 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 Directors, 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 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 the calendar year ended 2001 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. Shareholders of the Trust will be informed of the voting results of the Meeting in the Trust's Semi-Annual Report dated June 30, 2002. OTHER MATTERS TO COME BEFORE THE MEETING The Directors 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. 12 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 2003 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 16, 2002. There are additional requirements regarding proposals of shareholders, and a shareholder comtemplating submission of a proposal is referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. 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. 13 THE GABELLI GLOBAL MULTIMEDIA TRUST INC. C/O EQUISERVE P.O. BOX 43068 PROVIDENCE, RI 02940 DETACH HERE ZGBFT1 X Please mark votes as in this example. 1. To elect three (3) Directors of the Trust: (01) Frank J. Fahrenkopf, Jr. (02) Werner J. Roeder (03) Salvatore J. Zizza For All Nominees _______________ Withhold ______________ For All Except _______________ (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided above.) -------------------------------------------------------------------------------- THE GABELLI GLOBAL MULTIMEDIA TRUST INC. -------------------------------------------------------------------------------- COMMON SHAREHOLDER Mark box at right if an address change or comment has been noted on the reverse side of this card. ________________ Please be sure to sign and date this proxy. Signature: _____________ Date:_____________ Co-owner:_________ Date:___________ DETACH HERE ZGBFT2 COMMON THE GABELLI GLOBAL MULTIMEDIA TRUST INC. COMMON THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 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 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 Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830 on Monday, May 20, 2002 at 10:00 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 Directors 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 Proposal No. 1. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE 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? _____________ _____________ _____________ THE GABELLI GLOBAL MULTIMEDIA TRUST INC. C/O EQUISERVE P.O. BOX 43068 PROVIDENCE, RI 02940 DETACH HERE ZGBFP1 X Please mark votes as in this example. 1. To elect four (4) Directors of the Trust: (01) Anthony J. Colavita (02) Frank J. Fahrenkopf, Jr. (03) Werner J. Roeder (04) Salvatore J. Zizza For All Nominees_____ Withhold______ For All Except_______ (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided above.) ------------------------------------------------------------------------------- THE GABELLI GLOBAL MULTIMEDIA TRUST INC. ------------------------------------------------------------------------------- PREFERRED SHAREHOLDER Mark box at right if an address change or comment has been noted on the reverse side of this card. ________ Please be sure to sign and date this proxy. Signature:__________ Date:____________ Co-owner:___________ Date:___________ DETACH HERE ZGBFP2 PREFERRED THE GABELLI GLOBAL MULTIMEDIA TRUST INC. PREFERRED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 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 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 Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830 on Monday, May 20, 2002 at 10:00 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 Directors 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 Proposal No. 1. ------------------------------------------------------------------------------ PLEASE VOTE, DATE AND SIGN ON REVERSE 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? ________ ________ ________