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
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2002
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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.
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ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2002
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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
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* 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
4
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
5
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.
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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
10
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?
________
________
________