DEF 14A
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schedule.txt
GLOBAL MULTI MEDIA DEF 14A
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 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)(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 10, 2004
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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 Cole Auditorium, the Greenwich Public Library, 101 West Putnam
Avenue, Greenwich, Connecticut 06830, on Monday, May 10, 2004, at 10:00 a.m.,
for the following purposes:
1. To elect three (3) Directors of the Trust, two to be elected by holders
of the Trust's Common Stock and holders of its 6.00% Series B
Cumulative Preferred Stock and Series C Auction Rate 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, including adjournments,
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 15, 2004 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 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 16, 2004
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
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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 10, 2004
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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 10, 2004, at 10:00 a.m., at The Cole Auditorium, the
Greenwich Public Library, 101 West Putnam Avenue, 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 16, 2004.
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., pursuant to its standard contract 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, 2003, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE TRUST AT ONE CORPORATE CENTER, RYE,
NEW YORK 10580-1422 OR BY CALLING THE TRUST AT 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.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Trust
entitled to vote at 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. Absent the
establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At
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such adjourned Meeting, any business may be transacted which might have been
transacted at the original Meeting. If a quorum is present, a shareholder vote
may be taken on one or more of the proposals properly brought before the
Meeting prior to any adjournment if sufficient votes have been received and it
is otherwise appropriate.
The close of business on March 15, 2004 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.
The Trust has two classes of capital stock: common stock, par value $0.001
per share (the "Common Stock") and preferred stock consisting of, (i) 6.00%
Series B Cumulative Preferred Stock ("Series B Preferred") and (ii) Series C
Auction Rate Cumulative Preferred Stock ("Series C Preferred"), each having a
par value $0.001 (Series B Preferred and Series C Preferred together, "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 15, 2004, there were 14,218,953 shares of Common Stock outstanding
and 1,000,000 shares of Series B Preferred and 1,000 shares of Series C
Preferred outstanding.
As of the record date, there were no persons known to the Trust to be
beneficial owners of more than 5% of the Trust's outstanding shares of Common
Stock or Preferred Stock.
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, vote voting together as a single class, vote
to elect two Directors: to elect two Directors:
Mario J. Gabelli, CFA and Mario J. Gabelli, CFA and
Dr. Thomas E. Bratter Dr. Thomas E. Bratter
Preferred Stockholders, voting as a
separate class, vote to 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:
o indicate your instructions on the Proxy;
o date and sign the Proxy;
o mail the Proxy promptly in the postage paid enclosed envelope;
o allow sufficient time for the Proxy to be received and processed on or
before 10:00 a.m. on May 10, 2004.
PROPOSAL 1: TO ELECT THREE (3) 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.
Mario J. Gabelli, CFA, Dr. Thomas E. Bratter and Anthony J. Colavita have each
been nominated by the Board of Directors for a three-year term to expire at the
Trust's 2007 Annual Meeting of Shareholders or until their successors are duly
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, Dr. 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
2
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 2007 ANNUAL MEETING OF SHAREHOLDERS
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Mario J. Gabelli, CFA
Dr. Thomas E. Bratter
Anthony J. Colavita
DIRECTORS SERVING UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
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James P. Conn
Karl Otto Pohl
Anthony R. Pustorino
DIRECTORS SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
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Frank J. Fahrenkopf, Jr.
Werner J. Roeder, MD
Salvatore J. Zizza
Under the Trust's Articles of Incorporation, Articles Supplementary and
the Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Trust's outstanding Preferred Stock, voting as a separate class, are entitled to
elect two Directors, and holders of the Trust's outstanding 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 the Trust's
outstanding Preferred Stock would be entitled to 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 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 above. 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 and officers, 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.
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TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED 2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
------- -------- ---------------------- ---------------- -----------
INTERESTED DIRECTORS/NOMINEES 3:
-----------------------------
MARIO J. GABELLI Since 1994*** Chairman of the Board and Chief Director of Morgan Group 24
Director and Executive Officer of Gabelli Asset Holdings, Inc. (holding
Chief Investment Officer Management Inc. and Chief company); Vice-Chairman
Age: 61 Investment Officer of Gabelli Funds, of Lynch Corporation
LLC and GAMCO Investors, Inc.; (diversified manufacturing)
Vice 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 33
Director Committee of Sal Oppenheim Jr. & Management Inc. (investment
Age: 74 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
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
DR. THOMAS E. BRATTER Since 1994*** Director, President and Founder, -- 3
Director The John Dewey Academy
Age: 64 (residential college preparatory
therapeutic high school)
ANTHONY J. COLAVITA 4,5 Since 2001*** President and Attorney at Law in the -- 35
Director law firm of Anthony J. Colavita, P.C.
Age: 68
JAMES P. CONN 4 Since 1994** Former Managing Director and Director of LaQuinta Corp. 12
Director Chief Investment Officer of (hotels) and First Republic Bank
Age: 66 Financial Security Assurance
Holdings Ltd. (1992-1998) (insurance
holding company)
FRANK J. FAHRENKOPF, JR. Since 1999* President and Chief Executive Director of First Republic Bank 4
Director Officer of the American Gaming
Age: 64 Association since 1995; Partner
in the law firm of Hogan & Hartson;
Co-Chairman of the Commission
on Presidential Debates; Former
Chairman of the Republican
National Committee
ANTHONY R. PUSTORINO Since 1994** Certified Public Accountant; Director of Lynch Corporation 17
Director Professor Emeritus, Pace University (diversified manufacturing)
Age: 78
WERNER J. ROEDER, MD Since 1999* Vice President of Medical Affairs at -- 26
Director Lawrence Hospital Center and
Age: 63 practicing private physician
SALVATORE J. ZIZZA Since 1994* Chairman, Hallmark Electrical Director of Hollis Eden 23
Director Supplies Corp. Pharmaceuticals; Director of
Age: 58 Earl Scheib, Inc. (automotive
services)
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TERM OF
OFFICE AND
NAME, POSITION(S) LENGTH OF
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S)
AND AGE SERVED DURING PAST FIVE YEARS
------- ------ ----------------------
OFFICERS:
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BRUCE N. ALPERT Since 2003 Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since
President 1998 and an officer of all investment companies advised by Gabelli Funds, LLC
Age: 52 and its affiliates. Director and President of Gabelli Advisers, Inc.
PETER W. LATARTARA 5 Since 1998 Vice President of the Trust. Vice President of Gabelli & Company, Inc. since 1996.
Vice President
Age: 36
STEVEN D. LAROSA Since 2003 Vice President of the Trust. From 2000 through 2002, Mr. LaRosa was an
Vice President Assistant Vice President with Gabelli Funds, LLC. Prior to 2000, Mr. LaRosa
Age: 25 was a student at Boston College.
JAMES E. MCKEE Since 1995 Vice President, General Counsel and Secretary of Gabelli Asset Management Inc.
Secretary since 1999 and GAMCO Investors, Inc. since 1993; Secretary of all investment
Age: 40 companies 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 2005 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.
** Term expires at the Trust's 2006 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.
*** Nominee to serve until the Trust's 2007 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, as amended. 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, as officers or directors of
Gabelli Funds or an affiliated company (and in the case of Mario J. Gabelli,
as a controlling Shareholder).
4 As a Director, elected solely by the holders of the Trust's Preferred Stock.
5 Mr. Colavita's daughter is married to Peter W. Latartara, Vice President of
the Trust.
5
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 and each Nominee for election
as Director.
NAME OF DIRECTOR/NOMINEE DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD
IN THE TRUST*(1) IN FUND COMPLEX*
INTERESTED DIRECTORS/NOMINEES:
-----------------------------
Mario J. Gabelli E E
Karl Otto Pohl A A
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
Dr. Thomas E. Bratter C E
Anthony J. Colavita C E
James P. Conn E E
Frank J. Fahrenkopf, Jr. A B
Anthony R. Pustorino C E
Werner J. Roeder, MD A E
Salvatore J. Zizza C E
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* 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, 2003.
** Mr. Cerutti, Mr. Colavita and Mr. Pustorino each beneficially own less
than 1% of the common stock of Lynch Corporation having a value of $10,450
as of December 31, 2003. Lynch Corporation and Lynch Interactive
Corporation may be deemed to be controlled by Mario J. Gabelli and in that
event would be deemed to be under common control with the Trust's Adviser.
(1) This information has been furnished by each Director and Nominee for
election as of December 31, 2003. "Beneficial Ownership" is determined
in accordance with Section 16a-1(a)(2) of the Securities Exchange Act of
1934, as amended (the "1934 Act").
Set forth in the table below is the amount of shares beneficially owned by
each Director and Officer of the Trust.
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF DIRECTOR/NOMINEE BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
------------------------ ----------------------- --------------
INTERESTED DIRECTORS/NOMINEES:
-----------------------------
Mario J. Gabelli 495,725(3) 3.5%
Karl Otto Pohl 0 *
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
Dr. Thomas E. Bratter 1,521 *
Anthony J. Colavita 2,500 (4) *
James P. Conn 15,986 *
1,000 6.00% Series B Preferred Stock *
Frank J. Fahrenkopf, Jr. 0 *
Anthony R. Pustorino 2,015 (5) *
1,000 6.00% Series B Preferred Stock *
Werner J. Roeder, MD 0 *
Salvatore J. Zizza 7,557 (6) *
3,000 (7) 6.00% Series B Preferred Stock *
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(1) This information has been furnished by each Director and Nominee for
election as Director as of March 15, 2004. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the 1934 Act.
Reflects ownership of Common Stock unless otherwise noted.
(2) An asterisk indicates that the ownership amount constitutes less than 1% of
the total shares outstanding.
(3) Includes 202,605 shares owned directly by Mr. Gabelli, 8,003 shares owned
by a family partnership for which Mr. Gabelli serves as general partner,
2,000 shares held by custodial accounts for which Mr. Gabelli serves as
Trustee and 283,117 shares owned by Gabelli Asset Management Inc. or its
affiliates. Mr. Gabelli disclaims beneficial ownership of the shares held
by custodial accounts, the discretionary accounts, and by the entities
named except to the extent of his interest in such entities.
(4) Comprised of 2,500 shares owned by his spouse.
(5) Includes 554 shares owned by his spouse for which he disclaims beneficial
ownership.
(6) Includes 5,335 common shares owned by Mr. Zizza's three sons for which he
disclaims beneficial ownership.
(7) Includes 3,000 preferred shares owned by Mr. Zizza's three sons for which
he disclaims beneficial ownership.
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, including Committee meetings, together with the Director's
actual out-of-pocket expenses relating to their attendance at such meetings. In
addition, effective in 2004, the Audit Committee Chairman receives an annual fee
of $3,000 and the Nominating Committee Chairman receives an annual fee of
$2,000. The aggregate remuneration (not including out-of-pocket expenses) paid
by the Trust to such Directors during the year ended December 31, 2003, amounted
to $60,000. During the year ended December 31, 2003, 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.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Directors in its
oversight of (i) the quality and integrity of the Trust's financial statement
reporting process and the independent audit and reviews therof; (ii) the Trust's
accounting and financial reporting policies and practices, its internal controls
and, as appropriate, the internal controls of certain service providers; (iii)
the Trust's compliance with legal and regulatory requirements; and (iv) the
independent auditor's qualifications, independence and performance. The Audit
Committee is also required to prepare an audit committee report pursuant to the
rules of the Securities and Exchange Commission (the "SEC") for inclusion in the
Trust's annual proxy statement. The Audit Committee operates pursuant to the
Audit Committee Charter (the "Charter") that was most recently reviewed and
approved by the Board of Directors on February 25, 2004. The Charter is attached
as Appendix A to this Proxy Statement. Pursuant to the Charter, the Audit
Committee is responsible for conferring with the Trust's independent auditors,
reviewing annual financial statements, approving the selection of the Trust's
independent auditors and overseeing the Trust's internal controls. The Trust's
Charter also contains provisions relating to the pre-approval by the Audit
Committee of certain non-audit services to be provided by PricewaterhouseCoopers
LLP ("PricewaterhouseCoopers") to the Trust and to the Adviser and certain of
its affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Trust. As set forth in
the Charter, management 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. The
independent accountants are ultimately accountable to the Board of Directors and
to the Audit Committee, as representatives of shareholders. The independent
accountants for the Trust report directly to the Audit Committee.
In performing its oversight function, at a meeting held on February 20,
2004, the Audit Committee reviewed and discussed with management of the Trust
the audited financial statements of the Trust as of and for the fiscal year
ended December 31, 2003, and discussed the audit of such financial statements
with the independent accountants.
In addition, the Audit Committee discussed with the independent
accountants the accounting principles applied by the Trust and such other
matters brought to the attention of the Audit Committee by the inde-
7
pendent accountants required by Statement of Auditing Standards No. 61,
COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or supplemented. The
Audit Committee also received from the independent accountants the written
disclosures and statements required by the SEC's independence rules, delineating
relationships between the independent accountants and the Trust and discussed
the impact that any such relationships might have on the objectivity and
independence of the independent accountants.
As set forth above, and as more fully set forth in the Charter, the Audit
Committee has significant duties and powers in its oversight role with respect
to the Trust's financial reporting procedures, internal control systems, and the
independent audit process.
The members of the Audit Committee are not, and do not represent
themselves to be, professionally engaged in the practice of auditing or
accounting and are not employed by the Trust for accounting, financial
management or internal control purposes. Moreover, the Audit Committee relies on
and makes no independent verification of the facts presented to it or
representations made by management or 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 accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based on its consideration of the 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 for the
fiscal year ended December 31, 2003.
SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUST'S BOARD OF DIRECTORS
Anthony R. Pustorino, Chairman
Werner J. Roeder, MD
Salvatore J. Zizza
February 25, 2004
The Audit Committee met twice during the fiscal year ended December 31,
2003. The Audit Committee is composed of three of the Trust's independent (as
such term is defined by the New York Stock Exchange, Inc.'s listing standards
(the "NYSE Listing Standards")) Directors, namely Messrs. Pustorino, Roeder and
Zizza.
NOMINATING COMMITTEE
The Board of Directors has a Nominating Committee composed of two
independent (as such term is defined by the NYSE Listing Standards) Directors,
namely Messrs. Colavita and Zizza. The Nominating Committee did not meet during
the fiscal year ended December 31, 2003. The Nominating Committee is responsible
for identifying and recommending to the Board of Directors individuals believed
to be qualified to become Board members in the event that a position is vacated
or created. The Nominating Committee will consider Director candidates
recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Directors, the qualifications of the candidate and the interests of
shareholders. The Nominating Committee may also
8
take into consideration the number of shares held by the recommending
shareholder and the length of time that such shares have been held. To have a
candidate considered by the Nominating Committee, a shareholder must submit the
recommendation in writing and must include the following information:
o The name of the shareholder and evidence of the person's ownership of
shares of the Trust, including the number of shares owned and the length
of time of ownership;
o The name of the candidate, the candidate's resume or a listing of his or
her qualifications to be a Director of the Trust and the person's
consent to be named as a Director if selected by the Nominating
Committee and nominated by the Board of Directors; and
o If requested by the Nominating Committee, a completed and signed
director's questionnaire.
The shareholder recommendation and information described above must be
sent to the Trust's Secretary c/o Gabelli Funds, LLC, James E. McKee and must be
received by the Secretary no less than 120 days prior to the anniversary date of
the Trust's most recent annual meeting of shareholders or, if the meeting has
moved by more than 30 days, a reasonable amount of time before the meeting.
The Nominating Committee believes that the minimum qualifications for
serving as a Director of the Trust are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Directors oversight of the business and affairs of
the Trust and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of interest
and independence from management and the Trust. The Nominating Committee also
seeks to have the Board of Directors represent a diversity of backgrounds and
experience.
The Trust's Nominating Committee has not adopted a charter. In the event
that a charter is adopted in the future, it will be available at that time on
the Trust's website (www.gabelli.com).
OTHER BOARD-RELATED MATTERS
---------------------------
The Board of Directors has established the following procedures in order
to facilitate communications between the Board and the shareholders of the Trust
and other interested parties.
RECEIPT OF COMMUNICATIONS
-------------------------
Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board members with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Trust at One Corporate Center, Rye,
NY, 10580-1422. To communicate with the Board electronically, shareholders may
send e-mail to gabellifundsboard@gabelli.com.
FORWARDING THE COMMUNICATIONS
-----------------------------
All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Directors. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Trust
and that are not in the nature of advertising, promotion(s) of a product or
service, or patently offensive material. In the case of communications to the
Board of Directors or any committee or group of members
9
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Director who is a member of the group or committee to
which the envelope or e-mail is addressed.
The Trust does not expect Directors or Nominees for election as Director
to attend the Annual Meeting of Shareholders. The Trust has not maintained
information regarding attendance of Director(s) at shareholder meetings in
previous years.
The following table sets forth certain information regarding the
compensation of the Trust's Directors and officers for the fiscal year ended
December 31, 2003. Mr. LaRosa is employed by the Trust. Mr. LaRosa is not
employed by the Adviser (although he 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
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
-------------------------------------------
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION THE TRUST AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE TRUST PAID TO DIRECTORS AND OFFICERS*
--------------------------- -------------- -------------------------------
INTERESTED DIRECTORS:
---------------------
MARIO J. GABELLI $0 $0 (24)
Chairman of the Board and
Chief Investment Officer
KARL OTTO POHL $0 $0 (33)
Director
NON-INTERESTED DIRECTORS:
-------------------------
DR. THOMAS E. BRATTER $8,000 $31,000 (3)
Director
ANTHONY J. COLAVITA $8,000 $160,543 (35)
Director
JAMES P. CONN $8,500 $58,452 (12)
Director
FRANK J. FAHRENKOPF, JR. $8,000 $34,952 (4)
Director
ANTHONY R. PUSTORINO $9,000 $136,000 (17)
Director
WERNER J. ROEDER, MD $9,000 $99,500 (26)
Director
SALVATORE J. ZIZZA $9,500 $82,043 (11)
Director
OFFICER:
--------
STEVEN D. LAROSA $75,000 $75,000 (1)
Vice President
------------------
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 2003 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.
10
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
class or classes of shares of the Trust represented at the Meeting if a quorum
is present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE.
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers, 1177 Avenue of the Americas, New York, NY 10036,
has been selected to serve as the Trust's independent accountants for the
Trust's fiscal year ending December 31, 2004. PricewaterhouseCoopers acted as
the Trust's independent accountants for the fiscal year ended December 31, 2003.
The Trust knows of no direct financial or material indirect financial interest
of PricewaterhouseCoopers in the Trust. A representative of
PricewaterhouseCoopers will not be present at the Meeting, but will be available
by telephone and will have an opportunity to make a statement, if asked, and
will be available to respond to appropriate questions.
Set forth in the table below are audit fees and non-audit related fees
billed to the Trust by PricewaterhouseCoopers for professional services received
during and for the Trust's fiscal years ended December 31, 2002 and 2003,
respectively.
FISCAL YEAR ENDED AUDIT-RELATED ALL
DECMBER 31 AUDIT FEES* FEES** TAX FEES*** OTHER FEES
---------- ----------- ------ ----------- ----------
2002 $32,689 $25,300 $2,250 --
2003 $57,858 $5,100 $2,350 --
-------
* Includes non-recurring fees billed by PricewaterhouseCoopers to the
Trust in connection with the initial offering of each series of
Preferred Stock of the Trust.
** "Audit-Related Fees" are those fees billed to the Trust by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Fitch Ratings.
*** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the
Trust's income tax returns.
The Trust's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided by the auditors to
the Trust, and all non-audit services to be provided by the auditors to the
Trust's Adviser and service providers controlling, controlled by or under common
control with the Trust's Adviser ("affiliates") that provide on-going services
to the Trust (a "Covered Services Provider"), if the engagement relates directly
to the operations and financial reporting of the Trust. The Audit Committee may
delegate its responsibility to pre-approve any such audit and permissible
non-audit services to the Chairman of the Audit Committee, and the Chairman must
report to the Audit Committee, at its next regularly scheduled meeting after the
Chairman's pre-approval of such services, his decision(s). The Audit Committee
may also establish detailed pre-approval policies and procedures for
pre-approval of such services in accordance with applicable laws, including the
delegation of some or all of the Audit Committee's pre-approval responsibilities
to other persons (other than the Adviser or the Trust's officers). Pre-approval
by the Audit Committee of any permissible non-audit services is not required so
long as: (i) the aggregate amount of all such permissible non-audit services
provided to the Trust, the Adviser and any Covered Services Provider constitutes
not more than 5% of the total amount of revenues paid by the Trust to its
independent auditors
11
during the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by the
Trust at the time of the engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee or the Chairman prior to the completion of the
audit. All of the audit, audit-related and tax services described above for
which PricewaterhouseCoopers billed the Trust fees for the fiscal years ended
December 31, 2002 and December 31, 2003 were pre-approved by the Audit
Committee.
For the Trust's fiscal year ended December 31, 2003, PricewaterhouseCoopers
has informed the Trust that it did not provide any non-audit services (or bill
any fees for such services) to the Trust's Adviser or any affiliates thereof
that provide services to the Trust.
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 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 2003 such
persons complied with all such applicable filing requirements.
BROKER NON-VOTES AND ABSTENTIONS
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly. The affirmative vote of a plurality of votes cast for
each Director by the holders entitled to vote for a particular Director is
necessary for the election of a Director. Abstentions or broker non-votes will
not be counted as votes cast and will have no effect on the result of the vote.
Abstentions or broker non-votes, however, will be considered to be present at
the Meeting for purposes of determining the existence of a quorum.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated June 30, 2004.
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, including adjournments, 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 2005
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 18,
2004. There are additional requirements regarding proposals of shareholders, and
a shareholder comtemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.
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
APPENDIX A
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
(THE "TRUST")
AUDIT COMMITTEE CHARTER
I. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
------------------------------------------------------
There shall be an audit committee (the "Committee") of the Board of
Directors (the "Board") which shall be composed of at least members of the
Board, each of whom is independent, i.e. not an "interested person" of the
Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act
of 1940. In addition, the members shall not receive any compensation from the
Trust, or any subsidiary thereof, if applicable, except compensation for
services as a member of the Trust's Board or a committee of the Board. With
respect to closed-end funds listed on the NYSE, each member must also meet the
independence requirements of audit committee members, as currently set forth in
Section 303.01 of the NYSE's listing standards. Members shall have no
relationships with the Trust or its investment adviser, administrator or
custodian that may interfere with the exercise of their independence from
management of the Trust. The members and the Committee chair shall be elected by
the full Board.
The members shall be "financially literate," I.E. have the ability to
understand fundamental financial statements. With respect to a closed-end fund
listed on the NYSE, at least one member shall have accounting or related
financial management expertise, as the Board interprets such qualification in
its business judgment. The Board shall determine annually whether any member of
the Committee is an "audit committee financial expert" (ACFE) as defined in Item
3 of Form N-CSR. The Board may presume that an ACFE has the requisite accounting
or related financial management expertise, with respect to a closed-end fund
listed on the NYSE. The designation of a person as an ACFE shall not impose any
greater responsibility or liability on that person than the responsibility or
liability imposed on such person as a member of the Committee.
With respect to a closed-end fund listed on the NYSE, in the event a
member simultaneously serves on the audit committees of more than three public
companies, the Board must determine that such simultaneous service would not
impair the ability of such member to effectively serve on the Trust's audit
committee.
II. STATEMENT OF PRINCIPLE
--------------------------
The function of the Committee is to assist the Board in fulfilling its
oversight responsibilities relating to the Trust's accounting and financial
reporting policies and practices. It is management's responsibility to maintain
appropriate systems for accounting and internal control and for the presentation
and integrity of the Trust's financial statements. It is the independent
accountants' responsibility to plan and carry out proper audits and reviews. The
independent accountants are ultimately accountable to the Board and to the
Committee, as representatives of shareholders.
The independent accountants for the Trust shall report directly to the
Committee.
14
III. DUTIES AND RESPONSIBILITIES
--------------------------------
A. GENERAL
----------
1. oversee the quality and integrity of the Trust's accounting and
financial statement reporting process and the independent audit and
reviews thereof;
2. review and evaluate any issues raised by the independent accountants or
management regarding the accounting or financial reporting policies and
practices of the Trust, its internal controls, and, as appropriate, the
internal controls of certain service providers; and to resolve
disagreements between management and the independent accountants
regarding financial reporting; and act as a liaison between the Trust's
independent accountants and the full Board; and
3. with respect to a closed-end fund listed on the NYSE, oversee, or, as
appropriate, assist Board oversight of, (a) the Trust's compliance with
legal and regulatory requirements; and (b) the performance of the
Trust's internal audit function, if applicable.
B. SPECIFIC
-----------
1. (a) approve the selection, retention, termination and compensation of
independent accountants and the audit and non-audit services to be
rendered prior to their engagement to provide such services, and, in
connection therewith, to evaluate the qualifications, independence
and performance of the independent accountants;
(b) |when required by applicable rules, to pre-approve all audit and
permissible non-audit services to be provided by the independent
accountants to the Trust, to its investment adviser and to any
entity controlling, controlled by or under common control with
the investment adviser that provides ongoing services to the Trust
("Covered Services Provider"), if the engagement relates directly
to the operations and financial reporting of the Trust; and
(c) the Committee may delegate its responsibility to pre-approve
any such audit and permissible non-audit services to the chair
of the Committee, in accordance with applicable laws, pursuant
to the details of pre-approval policies and procedures adopted by
the Committee.
2. ensure receipt from the independent accountants of a formal written
statement delineating all the relationships between them and the Trust,
consistent with Independence Standards Board Standard 1; evaluate the
independence of the accountants; and actively engage in a dialogue with
them regarding matters that might reasonably be expected to affect their
independence;
3. consider in consultation with the independent accountants, the scope and
plan of upcoming external audits to assure completeness of coverage and
effective use of audit resources;
4. meet with the Trust's independent accountants, at least twice a year and
more often if required, to review the conduct and results of each audit
and review of the Trust's financial statements, and discuss the matters
stated in SAS 61 "Communications with Audit Committees," as amended by
SAS 89 and 90, and any other communications required to be discussed
with the Committee pursuant to applicable laws and regulations,
including their:
(a) conclusions and recommendations on the adequacy of the internal
controls both of the Trust and its service providers together with
the responses of the appropriate management, including the status
of previous audit recommendations;
(b) reasoning in accepting or questioning sensitive accounting
estimates by management;
(c) reasoning in not recognizing material audit adjustments proposed
by them;
15
(d) judgments about the quality and appropriateness, (not just the
acceptability), of the Trust's critical accounting principles
used, including the degree of aggressiveness or conservatism in
the application of such principles in its financial reporting;
(e) views as to the adequacy and clarity of disclosures in the Trust's
financial statements in relation to generally accepted accounting
principles;
(f) views of how the use of generally acceptable alternatives to
critical accounting and tax principles, disclosure practices and
valuation policies, preferred by them, would have affected the
financial statements;
(g) conclusions regarding any serious disagreements, difficulties or
disputes with management encountered during the course of the
audit;
(h) discussion of any significant risks to which the Trust is, or
might be exposed, and the steps management has taken to minimize
such risks;
(i) discussion of any significant changes to the audit plan;
(j) discussion of other matters related to the conduct of the audit
required to be communicated to the Committee under generally
accepted auditing standards;
(k) material written communications to the management of the Trust
such as any management letter or schedules of unrecognized audit
adjustments; and
(l) non-audit services provided by the Trust's independent accountants
to the Trust's investment adviser or any adviser affiliate that
provides ongoing services to the Trust, which services were not
pre-approved by the Committee (and consideration by the Committee
of whether the performance of such services is compatible with
maintaining the independent accountant's independence).
5. meet periodically with the Trust's independent accountants in separate
executive sessions to discuss any other matters or communications
required under applicable laws or which they or the Committee deem
advisable or appropriate to discuss;
6. meet periodically with management in separate executive sessions,
including to review with the Trust's principal executive officer and/or
principal financial officer in connection with required certifications
on Form N-CSR any significant deficiencies in the design or operation of
internal control over financial reporting or material weaknesses therein
and any reported evidence of fraud involving management or other
employees who have a significant role in the Trust's internal control
over financial reporting;
7. with respect to closed-end funds listed on the NYSE, meet periodically
with the Trust's internal auditors (or other personnel responsible for
the internal audit function), if applicable, in separate executive
sessions;
8. authorize and oversee investigations into any matters within the
Committee's scope of responsibilities, or as specifically delegated to
the Committee by the Board;
9. consider and evaluate the effect upon the Trust of significant changes
in accounting principles, practices, controls or procedures proposed or
contemplated by management or the independent accountants;
10. review management's discussion and analysis of financial statements to
be included in the Trust's annual report;
16
11. establish procedures for the receipt, retention and treatment of
complaints received by the Trust relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Trust [and its affiliates] of
concerns about accounting or auditing matters pertaining to the Trust,
and to address reports from attorneys or auditors of possible violations
of federal or state law or fiduciary duty;
12. with respect to closed-end funds listed on the NYSE, discuss the Trust's
earnings press releases, as applicable, as well as financial information
and earnings guidance provided to analysts and ratings agencies;
13. with respect to closed-end funds listed on the NYSE, at least annually,
obtain and review a report by the independent accountant describing: the
firm's internal quality-control procedures; any material issues raised
by the most recent internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting
one or more independent audits carried out by the firm, and any steps
taken to deal with any such issues; and (to assess the auditor's
independence) all relationships between the independent auditor and the
Trust;
14. with respect to closed-end funds listed on the NYSE, set clear hiring
policies for employees or former employees of the independent
accountants; and
15. with respect to closed-end funds, provide the audit committee report
required by Item 306 of Regulation S-K for proxy statements relating to
the election of Directors; and
16. report to the Board on a regular and timely basis.
IV. ADDITIONAL PROVISIONS
-------------------------
The Trust shall provide appropriate funding (as determined by the
Committee) for it to carry out its duties and its responsibilities, including:
(a) for payment of compensation to the Trust's independent accountants or other
public accounting firm providing audit, review or attest services for the Trust,
(b) for payment of compensation to any special counsel and other advisors
employed by the Committee, (c) for the ordinary administrative expenses of the
Committee, and (d) for continuing education programs to enable Committee members
to keep abreast of industry and regulatory development and to gain continuing
insights to best practices of audit committees. In performing its duties the
Committee shall consult, as it deems appropriate, with the members of the Board,
officers and employees of the Trust, the investment adviser, the Trust's counsel
and the Trust's other service providers.
On an annual basis, the Committee shall review and reassess the adequacy
of this charter and recommend to the full Board any changes the Committee deems
appropriate. In addition, on an annual basis, the Committee shall evaluate its
performance as a whole and that of its individual members to assess whether it
is functioning effectively.
Adopted as of: November 19, 2003, as amended on February 25, 2004.
17
3554-PS-2004
18
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19
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 Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 10, 2004 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?
__________________________________ _____________________________________
__________________________________ _____________________________________
__________________________________ _____________________________________
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 Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 10, 2004 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?
__________________________________ _____________________________________
__________________________________ _____________________________________
__________________________________ _____________________________________
X PLEASE MARK 3554
VOTES AS IN
THIS EXAMPLE.
1. To elect two (2) Directors of the Trust:
(01) MARIO J. GABELLI, CFA
(02) DR. THOMAS E. BRATTER
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:______ Signature:_________________ Date:______
X PLEASE MARK 3554
VOTES AS IN
THIS EXAMPLE.
1. To elect two (2) Directors of the Trust:
(01) MARIO J. GABELLI, CFA
(02) DR. THOMAS E. BRATTER
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:______ Signature:_________________ Date:______
SERIES B THE GABELLI GLOBAL MULTIMEDIA TRUST INC. SERIES B
PREFERRED 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 Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 10, 2004 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?
_________________________________ ___________________________________
_________________________________ ___________________________________
_________________________________ ___________________________________
SERIES B THE GABELLI GLOBAL MULTIMEDIA TRUST INC. SERIES B
PREFERRED 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 Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 10, 2004 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?
_________________________________ ___________________________________
_________________________________ ___________________________________
_________________________________ ___________________________________
X PLEASE MARK 3472
VOTES AS IN
THIS EXAMPLE.
1. To elect three (3) Directors of the Trust:
(01) MARIO J. GABELLI, CFA
(02) DR. THOMAS E. BRATTER
(03) ANTHONY J. COLAVITA
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.
--------------------------------------------------------------------------------
SERIES B 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:______ Signature:_________________ Date:______
X PLEASE MARK 3472
VOTES AS IN
THIS EXAMPLE.
1. To elect three (3) Directors of the Trust:
(01) MARIO J. GABELLI, CFA
(02) DR. THOMAS E. BRATTER
(03) ANTHONY J. COLAVITA
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.
--------------------------------------------------------------------------------
SERIES B 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:______ Signature:_________________ Date:______
SERIES C THE GABELLI GLOBAL MULTIMEDIA TRUST INC. SERIES C
PREFERRED 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 Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 10, 2004 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?
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
SERIES C THE GABELLI GLOBAL MULTIMEDIA TRUST INC. SERIES C
PREFERRED 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 Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 10, 2004 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?
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
X PLEASE MARK 3472
VOTES AS IN
THIS EXAMPLE.
1. To elect three (3) Directors of the Trust:
(01) MARIO J. GABELLI, CFA
(02) DR. THOMAS E. BRATTER
(03) ANTHONY J. COLAVITA
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.
--------------------------------------------------------------------------------
SERIES C 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:______ Signature:_________________ Date:______
X PLEASE MARK 3472
VOTES AS IN
THIS EXAMPLE.
1. To elect three (3) Directors of the Trust:
(01) MARIO J. GABELLI, CFA
(02) DR. THOMAS E. BRATTER
(03) ANTHONY J. COLAVITA
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.
--------------------------------------------------------------------------------
SERIES C 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:______ Signature:_________________ Date:______