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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to 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 [___________], 2010
------------------
To the Shareholders of
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
Notice is hereby given that the Annual Meeting of Shareholders of The
Gabelli Global Multimedia Trust Inc., a Maryland Corporation (the "Fund"), will
be held on [____________], 2010, at [_________], at The Cole Auditorium, The
Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at
any adjournments thereof (the "Meeting"), for the following purposes:
1. To elect three (3) Directors of the Fund, two (2) Directors to be
elected by the holders of the Fund's Common Stock and holders of its
6.00% Series B Cumulative Preferred Stock and Series C Auction Rate
Cumulative Preferred Stock (together, the "Preferred Stock"), voting
together as a single class, and one
2. (1) Director to be elected by the holders of the Fund's Preferred
Stock, voting as a separate class (Proposal 1); and If properly
presented at the Meeting, to act upon the shareholder proposal
presented under the heading "Shareholder Proposal" in the Proxy
Statement accompanying this Notice.
3. To consider and vote upon such other matters, including adjournments,
as may properly come before said Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on April 1, 2010 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 AT THIS YEAR'S MEETING IS PARTICULARLY IMPORTANT BECAUSE A
DISSIDENT SHAREHOLDER GROUP MAY PROPOSE A SEPARATE SLATE OF DIRECTOR NOMINEES.
THE FUND'S BOARD OF DIRECTORS (THE "BOARD", THE MEMBERS OF WHICH ARE
REFERRED TO AS "DIRECTORS") UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE BOARD'S NOMINEES LISTED ON THE ENCLOSED [WHITE] PROXY CARD. THE
FUND'S DIRECTORS STRONGLY BELIEVE THAT THE BOARD'S NOMINEES, AND NOT THE
NOMINEES OF THE DISSIDENT SHAREHOLDER GROUP, WILL BEST SERVE THE INTERESTS OF
THE FUND AND ALL OF ITS SHAREHOLDERS.
PLEASE DO NOT SIGN ANY PROXY CARD THAT MAY BE PROVIDED BY THE DISSIDENT
SHAREHOLDER GROUP.
By Order of the Board of Directors,
PETER D. GOLDSTEIN
Acting Secretary
May [___], 2010
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE,
SIGN, AND DATE THE ENCLOSED [WHITE] 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 AND ACCOMPANYING THE [WHITE] PROXY CARD.
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 Fund 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
If available, instructions for Telephonic and Internet voting are included
with the [white] proxy card. Various brokerage firms may offer the convenience
of providing you voting instructions via telephone or the Internet for shares
held through such firms. Instructions for Internet and telephonic voting are
included with the proxy card.
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
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ANNUAL MEETING OF SHAREHOLDERS
[_________], 2010
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board," the members of which are
referred to as "Directors") of The Gabelli Global Multimedia Trust Inc. (the
"Fund"), a Maryland Corporation for use at the Annual Meeting of Shareholders of
the Fund to be held on [__________], 2010, at [_________], at The Cole
Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, and at any adjournments thereof (the "Meeting"). A Notice of
Annual Meeting of Shareholders and [white] proxy card accompany this Proxy
Statement, all of which are first being mailed to shareholders on or about May
[__], 2010.
THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE ACTING SECRETARY OF THE FUND AT ONE
CORPORATE CENTER, RYE, NEW YORK 105801422, BY CALLING THE FUND AT 8004223554, 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 as described in this Proxy
Statement, and "AGAINST" the Shareholder Proposal if properly presented at the
Meeting, unless instructions to the contrary are marked thereon, and at 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 Fund 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 Fund
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 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.
1
The close of business on April 1, 2010 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 Fund has two classes of capital stock outstanding: 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 of $0.001 per share (together, the "Preferred Stock" and
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 held. On
the record date, there were 13,670,353 shares of Common Stock, 791,014 shares of
Series B Preferred, and 600 shares of Series C Preferred outstanding.
The following person was known to the Fund to be beneficial owner of more
than 5% of the Fund's outstanding shares of Common Stock as of the record date:
[ NAME AND ADDRESS OF AMOUNT OF SHARES
BENEFICIAL OWNER(S) TITLE OF CLASS AND NATURE OF OWNERSHIP PERCENT OF CLASS
------------------- -------------- ----------------------- ----------------
Lazard Asset Management LLC Common 2,726,416 (beneficial) 19.9%
30 Rockefeller Plaza
New York, NY 10112
Arthur D. Lipson Common 853,735 (beneficial) 6.2%
Western Investment LLC
7050 S. Union Park Center Ste. 590
Midvale, UT 84047
As of the record date, there were no persons known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding shares of Preferred
Stock.
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
-------- ------------------- ----------------------
1. Election of Common and Preferred Stockholders, Common and Preferred Stockholders,
Directors voting together as a single class, voting together as a single class,
vote to elect two Directors: vote to elect two Directors:
Mario J. Gabelli, CFA and Mario J. Gabelli, CFA and
Thomas E. Bratter Thomas E. Bratter
Preferred Stockholders,
voting as a separate class,
vote to elect one Director:
Anthony J. Colavita
2. Shareholder Proposal
(if properly presented) Common and Preferred Stockholders, voting together as a single class
3. 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:
2
PROPOSAL 1: TO ELECT THREE (3) DIRECTORS OF THE FUND
NOMINEES FOR THE BOARD OF DIRECTORS
The Board consists of eight Directors, seven of whom are not "interested
persons" of the Fund (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund divides the Board 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, Thomas E. Bratter, and Anthony J. Colavita have
each been nominated by the Board for election to serve for a threeyear term to
expire at the Fund's 2013 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. Anthony J. Colavita has been
nominated by the Board for election by the holders of the Fund's Preferred Stock
for a three-year term to expire at the Fund's 2013 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
The Fund has received notice from a dissident shareholder group of its
intention to nominate a separate slate of individuals for election to the Board
at the Meeting. It is possible that the dissident shareholder group will prepare
and mail proxy materials to solicit your vote in favor of its alternate
nominees. Members of the Board's Nominating Committee have met with these
alternate nominees. After due consideration, the Board has decided to nominate
for election to the Board three current directors -- Mario J. Gabelli, Thomas E.
Bratter and Anthony J. Colavita -- rather than either of the dissident
shareholder group's nominees.
Each of the Directors of the Fund has served in that capacity since the
April 6, 1994 organizational meeting of the Fund with the exception of (i) Mr.
Fahrenkopf, who became a Director of the Fund on August 18, 1999, (ii) Dr.
Roeder, who became a Director of the Fund on November 17, 1999, and (iii) Mr.
Colavita, who became a Director of the Fund on August 15, 2001. All of the
Directors of the Fund are also directors or trustees of other investment
companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve
as investment adviser. The classes of Directors are indicated below:
NOMINEES TO SERVE UNTIL 2013 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Thomas E. Bratter
Anthony J. Colavita
DIRECTORS SERVING UNTIL 2012 ANNUAL MEETING OF SHAREHOLDERS
James P. Conn
Anthony R. Pustorino
DIRECTORS SERVING UNTIL 2011 ANNUAL MEETING OF SHAREHOLDERS
Frank J. Fahrenkopf, Jr.
Werner J. Roeder
Salvatore J. Zizza
Under the Fund's Articles of Incorporation, Articles Supplementary, and the
1940 Act, holders of the Fund's outstanding Preferred Stock, voting as a
separate class, are entitled to elect two Directors, and holders of the Fund's
outstanding Common Stock and Preferred Stock, voting together as a single class,
are entitled to elect the remaining Directors, subject to the provisions of the
1940 Act and the Fund's Articles of Incorporation, Articles Supplementary, and
ByLaws. The holders of the Fund'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 the Fund's Preferred
Stock are in arrears for two full years. No dividend arrearages exist as of the
date of this Proxy Statement. Messrs. Colavita and Conn are currently the
Directors elected solely by the holders of the Fund's Preferred Stock. Mr.
Conn's term as Trustee is scheduled to expire at the Fund's 2012 Annual Meeting
of Shareholders and therefore he is not standing for election at this meeting. A
quorum of the Preferred Stockholders must be present in person or by proxy at
the Meeting in order for the proposal to elect Mr. Colavita to be considered.
3
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, including those
Directors who are not considered to be "interested persons," as defined in the
1940 Act (the "Independent Directors"), three of whom are nominated for
reelection to the Board of the Fund, and officers of the Fund, including
information relating to their respective positions held with the Fund, a brief
statement of their principal occupations and, in the case of the Directors,
their other directorships during the past five years, (excluding other funds
managed by the Adviser), if any.
INDEPENDENT DIRECTORS/NOMINEES5:
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF OTHER DIRECTORSHIPS FUND COMPLEX
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) HELD BY DIRECTOR OVERSEEN
AND AGE SERVED(2) DURING PAST FIVE YEARS DURING PAST FIVE YEARS BY DIRECTOR(3)
INTERESTED DIRECTOR/NOMINEE(4):
MARIO J. GABELLI Since 1994* Chairman and Chief Executive Director of Morgan Group 26
Chairman and Officer of GAMCO Investors, Inc. Holdings, Inc. (holding
Chief Investment Officer and Chief Investment Officer - company); Chairman of
Age: 67 Value Portfolios of Gabelli Funds, the Board of LICT Corp.
LLC and GAMCO Asset (multimedia and communication
Management Inc.; Director/Trustee services); Director of CIBL, Inc.
or Chief Investment Officer of (broadcasting and wireless
other registered investment communications)
companies in the Gabelli/GAMCO
Fund Complex; Chairman and Chief
Executive Officer of GGCP, Inc.
INDEPENDENT DIRECTORS/NOMINEES5:
THOMAS E. BRATTER Since 1994* Director, President and Founder of -- 4
Director The John Dewey Academy
Age: 70 (residential college preparatory
therapeutic high school)
ANTHONY J. COLAVITA6 Since 2001* President of the law firm of Anthony J. -- 34
Director Colavita, P.C.
Age: 74
JAMES P. CONN6 Since 1994** Former Managing Director and Director of First Republic 18
Director Chief Investment Officer of Bank (banking) through January
Age: 72 Financial Security Assurance 2008 and LaQuinta Corp.
Holdings Ltd. (insurance holding (hotels) through January 2006
company) (1992-1998)
FRANK J. FAHRENKOPF, JR. Since 1999*** President and Chief Executive Director of First Republic 6
Director Officer of the American Gaming Bank (banking) until
Age: 70 Association; Co-Chairman of the September 2007
Commission on Presidential Debates;
Former Chairman of the Republican
National Committee (1983-1989)
ANTHONY R. PUSTORINO Since 1994** Certified Public Accountant; Director of The LGL Group, Inc. 13
Director Professor Emeritus, Pace University (diversified manufacturing)
Age: 84
WERNER J. ROEDER Since 1999*** Medical Director of Lawrence -- 22
Director Hospital and practicing private
Age: 69 physician
4
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF OTHER DIRECTORSHIPS FUND COMPLEX
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) HELD BY DIRECTOR OVERSEEN
AND AGE SERVED(2) DURING PAST FIVE YEARS DURING PAST FIVE YEARS BY DIRECTOR(3)
INTERESTED DIRECTORS/NOMINEES(5):(CONTINUED):
SALVATORE J. ZIZZA Since 1994*** Chairman and Chief Executive Director of Harbor BioSciences, 28
Director Officer of Zizza & Co., Ltd. Inc. (biotechnology) and
Age: 64 (private holding company) and Trans-Lux Corporation (business
Chief Executive Officer of services); Chairman of each of
General Employment Enterprises, BAM (manufacturing);
Inc. Metropolitan Paper Recycling
(recycling); Bergen Cove Realty Inc.
(real estate); Bion Environmental
Technologies (technology) (2005-
2008); Director of Earl Scheib Inc.
(automotive painting) through
April 2009
OFFICERS(7):
BRUCE N.ALPERT Since 2003 Executive Vice President (since 1999)
President and Chief Operating Officer (since 1988)
Age: 58 of Gabelli Funds, LLC; Chairman of
Teton Advisors, Inc. since July 2008
and Director and President from 1998
through June 2008; Senior Vice President
of GAMCO Investors, Inc. since 2008;
Officer of all of the registered investment
companies in the Gabelli/GAMCO
Fund Complex since 1988
CARTER W.AUSTIN Since Ombudsman of the Fund since
Ombudsman March 2010 2010; Vice President of other registered
Age: 43 investment companies in the Gabelli/GAMCO
Fund Complex; Vice President of
Gabelli Funds, LLC since 1996
JOSEPH H. EGAN Since Assistant Treasurer of the Fund since
Acting Treasurer March 2010 2004; Assistant Treasurer of all of the
Age: 66 other registered investment companies
in the Gabelli/GAMCO Fund Complex
PETER D. GOLDSTEIN Director of Regulatory Affairs for
Chief Compliance Officer Since 2004 GAMCO Investors, Inc. since 2004;
Acting Secretary Since Chief Compliance Officer of all of the
Age: 56 March 2010 registered investment companies in
the Gabelli/GAMCO Fund Complex
LAURISSA M.MARTIRE Vice President of the Fund since 2004; Vice
Vice President Since 2004 President or Ombudsman of other registered
Age: 33 investment companies in the Gabelli/GAMCO
Fund Complex; Assistant Vice President of
GAMCO Investors, Inc. since 2003
AGNES MULLADY(8) Senior Vice President of GAMCO Investors, Inc.
Treasurer and Secretary Since 2006 since 2009; Vice President of Gabelli Funds, LLC
Age: 51 since 2007; Officer of all of the registered investment
companies in the Gabelli/GAMCO Fund Complex;
Senior Vice President of U.S. Trust Company, N.A. and
Treasurer and Chief Financial Officer of Excelsior Funds
from 2004-2005
--------------
(1) Address: One Corporate Center, Rye, NY 10580-1422.
(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
5
(3) The "Fund Complex" or the "Gabelli/GAMCO Fund Complex" includes all the
registered funds that are considered part of the same fund complex as the
Fund because they have common or affiliated investment advisers.
(4) "Interested person" of the Fund as defined in the 1940 Act. Mr. Gabelli is
considered to be an "interested person" of the Fund because of his
affiliation with the Fund's Adviser and Gabelli & Company, Inc., which
executes portfolio transactions for the Fund, and as a controlling
shareholder because of the level of his ownership of shares of Common Stock
of the Fund.
(5) Directors who are not considered to be "interested persons" of the Fund as
defined in the 1940 Act are considered to be "Independent" Directors.
(6) As a Director/Nominee, elected solely by holders of the Fund's Preferred
Stock.
(7) Each officer will hold office for an indefinite term until the date he or
she resigns or retires or until his or her successor is elected and
qualified.
(8) Agnes Mullady is on a leave of absence for a limited period of time.
* Nominee to serve, if elected, until the Fund's 2013 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
** Term continues until the Fund's 2012 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
*** Term continues until the Fund's 2011 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
The Board believes that each Director's experience, qualifications,
attributes or skills on an individual basis and in combination with those of
other Directors lead to the conclusion that each Director should serve in such
capacity. Among the attributes or skills common to all Directors are their
ability to review critically and to evaluate, question and discuss information
provided to them, to interact effectively with the other Directors, the Adviser,
the sub-administrator, other service providers, counsel and the Fund's
independent registered public accounting firm, and to exercise effective and
independent business judgment in the performance of their duties as Directors.
Each Director's ability to perform his duties effectively has been attained in
large part through the Director's business, consulting or public service
positions and through experience from service as a member of the Board and one
or more of the other funds in the Gabelli/GAMCO Fund Complex, public companies,
or nonprofit entities or other organizations as set forth above and below. Each
Director's ability to perform his duties effectively also has been enhanced by
his education, professional training and other life experiences.
THOMAS E. BRATTER. Dr. Bratter is the Director, Founder and President of
The John Dewey Academy, a residential college preparatory therapeutic high
school in Massachusetts. He is also a Director of the International Center for
Study of Psychiatry and Psychology, Vice President of the Small Boarding Schools
Association and a Trustee of the Majorie Polikoff Estate. In addition to serving
on the boards of other funds in the Fund Complex, Dr. Bratter has been an active
investor in publicly traded equities for over 40 years. Dr. Bratter also serves
on the Advisory Board of the American Academy of Health Providers in Addictive
Disorders and sits on the editorial boards of six professional journals. Prior
to establishing and managing The John Dewey Academy, Dr. Bratter was in private
practice as a psychotherapist and taught psychology at Columbia University as an
adjunct faculty for over 20 years. Dr. Bratter also founded and sat on the
boards of six community based programs and authored numerous articles and books
concerning the treatment and education of adolescents with behavioral problems,
substance abuse problems, or learning difficulties. Dr. Bratter received his
Bachelor of Arts from Columbia College, Masters of Arts and a Masters in
Education from Columbia University, and a Doctorate in Education from Columbia
University.
ANTHONY J. COLAVITA, ESQ. Mr. Colavita is a practicing attorney with over
49 years of experience, including the area of business law. He is the Chair of
the Fund's Nominating Committee and is a member of the Fund's Proxy Voting
Committee. Mr. Colavita also serves on comparable or other board committees with
respect to other funds in the Fund Complex on whose boards he sits. Mr. Colavita
also serves as a Trustee of a charitable remainder unitrust. He formerly served
as a Commissioner of the New York State Thruway Authority and as a Commissioner
of the New York State Bridge Authority. He served for ten years as the elected
Supervisor of the Town of Eastchester, New York, responsible for ten annual
municipal budgets of approximately eight million dollars per year. Mr. Colavita
formerly served as special counsel to the New York State Assembly for five years
and as a Senior Attorney with the New York State Insurance Department. He was
also formerly Chairman of the Westchester County Republican Party and the New
York State Republican Party. Mr. Colavita received his Bachelor of Arts from
Fairfield University and his Juris Doctor from Fordham University School of Law.
JAMES P. CONN. Mr. Conn, the lead independent Director of the Fund, is a
member of the Fund's Proxy Voting Committee and also serves on comparable or
other board committees with respect to other funds in the Fund Complex on whose
boards he sits. He was a senior business executive of an insurance holding
company for much of his career, including service as Chief Investment Officer,
and has been a director of several public companies in banking and other
industries, for some of which he was lead Director and/or Chair of various
committees. Mr. Conn
6
received his Bachelor of Science in Business Administration from Santa Clara
University.
FRANK J. FAHRENKOPF, Jr. Mr. Fahrenkopf is the President and Chief
Executive Officer of the American Gaming Association ("AGA"), the trade group
for the gaming industry. He serves on board committees with respect to other
funds in the Fund Complex on whose boards he sits. He presently is Co-Chairman
of the Commission on Presidential Debates, which is responsible for the
widelyviewed Presidential debates during the quadrennial election cycle.
Additionally, he serves as a board member of the International Republican
Institute (IRI), which he founded in 1984. He served for many years as Chairman
of the Pacific Democrat Union and Vice Chairman of the International Democrat
Union, a worldwide association of political parties from the United States,
Great Britain, France, Germany, Canada, Japan, Australia and 20 other nations.
Prior to becoming the AGA's first chief executive in 1995, Mr. Fahrenkopf was a
partner in the law firm of Hogan & Hartson, where he chaired the International
Trade Practice Group and specialized in regulatory, legislative, and corporate
matters for multinational, foreign and domestic clients. He also served as
Chairman of the Republican National Committee for six years during Ronald
Reagan's presidency. He is the former Chairman and remains a member of the
Finance Committee of the Culinary Institute of America. He additionally had over
20 years' experience as a member of the board of directors of a bank and still
serves as a member of the Advisory Board of the bank. Mr. Fahrenkopf received
his Bachelor of Arts from the University of Nevada, Reno and his Juris Doctor
from Boalt Hall School of Law, U.C. Berkeley.
MARIO J. GABELLI. Mr. Gabelli is Chairman of the Board of Directors and
Chief Investment Officer of the Fund. He also currently serves as Chairman of
the boards of other funds in the Fund Complex. Mr. Gabelli is presently Chairman
and Chief Executive Officer of GAMCO Investors, Inc. ("GAMCO"), a NYSE listed
investment advisory firm. He is also the Chief Investment Officer of Value
Portfolios of Gabelli Funds, LLC, and GAMCO Asset Management, Inc., which are
each asset management subsidiaries of GAMCO. In addition, Mr. Gabelli is Chief
Executive Officer and a director and the controlling shareholder of GGCP, Inc.,
an investment holding company that holds a majority interest in GAMCO. Mr.
Gabelli also sits on the boards of other publicly traded companies and private
firms, and various charitable foundations and educational institutions,
including as a Trustee of Boston College and as a member of the Board of
Overseers of Columbia University School of Business. Mr. Gabelli received his
Bachelors degree from Fordham University and his Masters of Business
Administration from Columbia University School of Business.
ANTHONY R. PUSTORINO. Mr. Pustorino is a Certified Public Accountant and a
Professor Emeritus of Pace University and has over 40 years of experience in
public accounting. Mr. Pustorino is the Chair of the Fund's Audit Committee and
has been designated the Fund's Audit Committee Financial Expert. He is also the
Chair of the Fund's Proxy Voting Committee. Mr. Pustorino also serves on
comparable or other board committees with respect to other funds in the Fund
Complex on whose boards he sits. Mr. Pustorino is also Chair of the Audit
Committee and a Director of LGL Group, Inc., a diversified manufacturing
company. He was previously the President and Shareholder of an accounting firm
and a Professor of accounting, at both Fordham University and Pace University.
He also served as Chairman of the Board of Directors of the New York State Board
for Public Accountancy and of the Certified Public Accountants ("CPA")
Examination Review Board of the National Association of State Board of
Accountancy. He was a Member of the Executive Committee and a Vice President of
the New York State Society of CPAs, and was a Member of the Council of the
American Institute of CPAs. Mr. Pustorino is the recipient of numerous
professional and teaching awards. He received a Bachelor of Science in Business
from Fordham University and a Masters in Business Administration from New York
University.
WERNER J. ROEDER. Dr. Roeder is Vice President of Medical Affairs/Medical
Director of Lawrence Hospital Center in Bronxville, New York. He has been a
practicing surgeon for over 45 years. As Vice President of Medical Affairs at
Lawrence Hospital, he is actively involved in quality, personnel, and financial
matters concerning the hospital's $140 million budget. He is a member of the
Fund's Audit Committee and the Fund's Nominating Committee and a member of both
multi-fund ad hoc Compensation Committees. Dr. Roeder also serves on comparable
or other board committees with respect to other funds in the Fund Complex on
whose boards he sits. Dr. Roeder is board certified as a surgeon by The American
Board of Surgery and presently serves in a consulting capacity to Empire Blue
Cross/Blue Shield. He obtained his Doctor in Medicine from New York Medical
College.
7
Salvatore J. Zizza. Mr. Zizza is the Chairman of a consulting firm. He is a
member of the Fund's Audit Committee and the Fund's Nominating Committee and a
member of both multi-fund ad hoc Compensation Committees. Mr. Zizza also serves
on comparable or other board committees, including as lead independent director,
with respect to other funds in the Fund Complex on whose boards he sits. Besides
serving on the boards of many funds within the Fund Complex, he is currently a
Director of two other public companies and has previously served on the boards
of several other public companies. He also previously served as the Chief
Executive of a large construction company which was a NYSE listed company. Mr.
Zizza received his Bachelor of Arts and his Master of Business Administration in
Finance from St. John's University, which also has awarded him an Honorary
Doctorate in Commercial Sciences.
DIRECTORS -- LEADERSHIP STRUCTURE AND OVERSIGHT RESPONSIBILITIES
Overall responsibility for general oversight of the Fund rests with the
Board. The Board has appointed Mr. Conn as the lead independent Director. The
lead independent Director presides over executive sessions of the Directors and
also serves between meetings of the Board as a liaison with service providers,
officers, counsel and other Directors on a wide variety of matters including
scheduling agenda items for Board meetings. Designation as such does not impose
on the lead independent Director any obligations or standards greater than or
different from other Directors. The Board has established a Nominating Committee
and an Audit Committee to assist the Board in the oversight of the management
and affairs of the Fund. The Board also has an ad hoc Proxy Voting Committee
that exercises beneficial ownership responsibilities on behalf of the Fund in
selected situations. From time to time the Board establishes additional
committees or informal working groups, such as pricing committees related to
securities offerings by the Fund, to deal with specific matters or assigns one
of its members to participate with Directors or directors of other funds in the
Gabelli/GAMCO Fund Complex on special committees or working groups that deal
with complex-wide matters, such as the multifund ad hoc Compensation Committee
relating to compensation of the Chief Compliance Officer for all the funds in
the Fund Complex and a separate multi-fund Compensation Committee relating to
certain officers of the closed-end funds in the Fund Complex.
All of the Fund's Directors other than Mr. Gabelli are independent
Directors, and the Board believes they are able to provide effective oversight
of the Fund's service providers. In addition to providing feedback and direction
during Board meetings, the Directors meet regularly in executive session and
chair all committees of the Board.
The Fund's operations entail a variety of risks including investment,
administration, valuation and a range of compliance matters. Although the
Adviser, the sub-administrator and the officers of the Fund are responsible for
managing these risks on a day-to-day basis within the framework of their
established risk management functions, the Board also addresses risk management
of the Fund through its meetings and those of the committees and working groups.
In particular, as part of its general oversight, the Board reviews with the
Adviser at Board meetings the levels and types of risks, being undertaken by the
Fund, and the Audit Committee discusses the Fund's risk management and controls
with the independent registered public accounting firm engaged by the Fund. The
Board reviews valuation policies and procedures and the valuations of specific
illiquid securities. The Board also receives periodic reports from the Fund's
Chief Compliance Officer regarding compliance matters relating to the Fund and
its major service providers, including results of the implementation and testing
of the Fund's and such providers' compliance programs. The Board's oversight
function is facilitated by management reporting processes that are designed to
provide visibility to the Board about the identification, assessment and
management of critical risks and the controls and policies and procedures used
to mitigate those risks. The Board reviews its role in supervising the Fund's
risk management from time to time and may make changes in its discretion at any
time.
The Board has determined that its leadership structure is appropriate for
the Fund because it enables the Board to exercise informed and independent
judgment over matters under its purview, allocates responsibility among
committees in a manner that fosters effective oversight and allows the Board to
devote appropriate resources to specific issues in a flexible manner as they
arise. The Board periodically reviews its leadership structure as well as its
overall structure, composition and functioning and may make changes in its
discretion at any time.
8
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FAMILY OF INVESTMENT
COMPANIES FOR EACH DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR
Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Director and nominee for election as
Director and the aggregate dollar range of equity securities in the Fund Complex
beneficially owned by each Director and nominee for election as Director.
DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD IN
NAME OF DIRECTOR/NOMINEE IN THE FUND*(1) FAMILY OF INVESTMENT COMPANIES*(1)(2)
------------------------ ---------------------- -------------------------------------
INTERESTED DIRECTOR/NOMINEE:
Mario J. Gabelli E E
INDEPENDENT DIRECTORS/NOMINEES:
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 A E
Salvatore J. Zizza C 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, 2009.
** Messrs. Colavita and Pustorino each beneficially own less than 1% of the
common stock of The LGL Group, Inc., having a value of $4,389 and $10,146,
respectively, as of December 31, 2009. The LGL Group, Inc. may be deemed to
be controlled by Mario J. Gabelli and in that event would be deemed to be
under common control with the Fund's Adviser.
(1) This information has been furnished by each Director and nominee for
election as Director as of December 31, 2009. "Beneficial Ownership" is
determined in accordance with Rule 16a1(a)(2) of the Securities Exchange
Act of 1934, as amended (the "1934 Act").
(2) The term "Family of Investment Companies" includes two or more, registered
funds that share the same investment adviser or principal underwriter and
hold themselves out to investors as related companies for purposes of
investment and investor services. Currently the registered funds that
comprise the "Fund Complex" are identical to those that comprise the
"Family of Investment Companies."
9
Set forth in the table below, with respect to each Director, nominee for
election as Director and executive officer of the Fund, is the amount of shares
beneficially owned by such person.
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF DIRECTOR/NOMINEE/OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
-------------------------------- ------------------------ ------------------
INTERESTED DIRECTOR/NOMINEE:
Mario J. Gabelli 615,114 (3) 4.5%
INDEPENDENT DIRECTORS/NOMINEES:
Thomas E. Bratter 1,521 *
Anthony J. Colavita 2,500 (4) *
James P. Conn 15,986 *
818 Series B Preferred *
Frank J. Fahrenkopf, Jr. 0 *
Anthony R. Pustorino 3,511 (5) *
Werner J. Roeder 0 *
Salvatore J. Zizza 2,222 *
OFFICERS:
Bruce N. Alpert 68 *
3,000 Series B Preferred (6) *
Agnes Mullady 0 *
(1) This information has been furnished by each Director, including each
nominee for election as Director, and executive officer as of December 31,
2009. "Beneficial Ownership" is determined in accordance with Rule
16a1(a)(2) of the 1934 Act. Reflects ownership of shares of Common Stock
unless otherwise noted.
(2) An asterisk indicates that the ownership amount constitutes less than 1% of
the total shares outstanding. The Directors, including nominees for
election as Director, and executive officers ownership as a group
constitutes 4.7% of the total Common Stock outstanding and less than 1% of
the total Preferred Stock outstanding.
(3) Comprised of 266,125 shares of Common Stock owned directly by Mr. Gabelli,
11,082 shares of Common Stock owned by a family partnership for which Mr.
Gabelli serves as general partner, and 337,906 shares of Common Stock owned
by GAMCO Investors, Inc. or its affiliates. Mr. Gabelli disclaims
beneficial ownership of the shares held by the discretionary accounts and
by the entities named except to the extent of his interest in such
entities.
(4) All 2,500 shares of Common Stock are owned by Mr. Colavita's spouse for
which he disclaims beneficial ownership.
(5) Includes 1,554 shares of Common Stock owned by Mr. Pustorino's spouse for
which he disclaims beneficial ownership.
(6) All 3,000 shares of Preferred Stock are owned by Mr. Alpert's spouse for
which he disclaims beneficial ownership. Set forth in the table below, with
respect to each Director, nominee for election as Director and executive
officer of the Fund, is the amount of shares beneficially owned by such
person.
Appendix A hereto sets forth purchases and sales during the past two years
of equity securities of the Fund by the Directors and nominees for election as
Director.
The Fund pays each Director who is not affiliated with the Adviser or its
affiliates a fee of $6,000 per year plus $500 per Board meeting attended,
including standing Committee meetings, together with the Director's actual
out-of-pocket expenses relating to his attendance at such meetings. In addition,
the lead independent Director receives an annual fee of $1,000, the Audit
Committee Chairman receives an annual fee of $3,000 and the Nominating Committee
Chairman receives an annual fee of $2,000. A Director may receive a single
meeting fee, allocated among the participating funds, for participation in
certain meetings on behalf of multiple funds. The aggregate remuneration (not
including outofpocket expenses) paid by the Fund to such Directors during the
fiscal year ended December 31, 2009 amounted to $66,830. During the fiscal year
ended December 31, 2009, the Directors of the Fund met six times, two of which
were special meetings of Directors. Each Director then serving in such capacity
attended at least 75% of the meetings of Directors and of any Committee of which
he is a member.
THE AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT
The role of the Fund's Audit Committee (the "Audit Committee") is to assist
the Board of Directors in its oversight of (i) the quality and integrity of the
Fund's financial statement reporting process and the independent audit and
reviews thereof; (ii) the Fund's accounting and financial reporting policies and
practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund's compliance with legal and
regulatory requirements; and (iv) the independent registered public accounting
firm's qualifications, inde-
10
pendence, and performance. The Audit Committee also is required to prepare an
audit committee report pursuant to the rules of the Securities and Exchange
Commission (the "SEC") for inclusion in the Fund's annual proxy statement. The
Audit Committee operates pursuant to the Audit Committee Charter (the "Audit
Charter") that was most recently reviewed and approved by the Board of Directors
on February 24, 2010. The Audit Charter is available on the Fund's website at
www.gabelli.com/corporate/closed/corp_gov.html.
Pursuant to the Audit Charter, the Audit Committee is responsible for
conferring with the Fund's independent registered public accounting firm,
reviewing annual financial statements, approving the selection of the Fund's
independent registered public accounting firm, and overseeing the Fund's
internal controls. The Audit Charter also contains provisions relating to the
pre-approval by the Audit Committee of audit and non-audit services to be
provided by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to the Fund
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 Fund. As set forth in the Audit Charter, management is responsible
for maintaining appropriate systems for accounting and internal control, and the
Fund's independent registered public accounting firm is responsible for planning
and carrying out proper audits and reviews. The independent registered public
accounting firm is ultimately accountable to the Board of Directors and to the
Audit Committee, as representatives of shareholders. The independent registered
public accounting firm for the Fund reports directly to the Audit Committee.
In performing its oversight function, at a meeting held on February 23,
2010, the Audit Committee reviewed and discussed with management of the Fund and
PricewaterhouseCoopers the audited financial statements of the Fund as of and
for the fiscal year ended December 31, 2009, and discussed the audit of such
financial statements with the independent registered public accounting firm.
In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as
adopted by the Public Company Accounting Oversight Board (United States)
("PCAOB") in Rule 3200T. The Audit Committee also received from the independent
registered public accounting firm the written disclosures and statements
required by the SEC's independence rules, delineating relationships between the
independent registered public accounting firm and the Fund, and discussed the
impact that any such relationships might have on the objectivity and
independence of the independent registered public accounting firm.
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 Fund'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 Fund 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 the Fund's independent registered public accounting firm.
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 Fund's financial statements has been carried out in accordance
with the standards of the PCAOB or that the financial statements are presented
in accordance with generally accepted accounting principles (United States).
11
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit Charter
and those discussed above, the Audit Committee recommended to the Fund's Board
of Directors that the Fund's audited financial statements be included in the
Fund's Annual Report for the fiscal year ended December 31, 2009.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Anthony R. Pustorino, Chairman
Werner J. Roeder
Salvatore J. Zizza
February 24, 2010
The Audit Committee met twice during the fiscal year ended December 31,
2009. The Audit Committee is composed of three of the Fund's Independent
Directors, namely Messrs. Pustorino, Roeder, and Zizza. Each member of the Audit
Committee has been determined by the Board of Directors to be financially
literate.
Nominating Committee
The Board of Directors has a Nominating Committee composed of three
Independent Directors, namely Messrs. Colavita (Chairman), Roeder, and Zizza.
The Nominating Committee met once during the fiscal year ended December 31,
2009. The Nominating Committee is responsible for identifying and recommending
qualified candidates to the Board in the event that a position is vacated or
created. The Nominating Committee will consider recommendations by shareholders
if a vacancy were to exist. In considering candidates submitted by shareholders,
the Nominating Committee will take into consideration the needs of the Board,
the qualifications of the candidate, and the interests of shareholders. The
Nominating Committee may also take into consideration the number of shares held
by the recommending shareholder and the length of time that such shares have
been held. To recommend a candidate for consideration 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 shareholder's
ownership of shares of the Fund, 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 Fund, 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 Fund's Secretary, c/o Gabelli Funds, LLC at One Corporate Center, Rye, NY
105801422, and must be received by the Secretary no less than 120 days prior to
the anniversary date of the proxy statement for the Fund'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 Fund 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 Fund 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 Fund.
The Nominating Committee considers the overall composition of the Board,
bearing in mind the benefits that may be derived from having members who have a
variety of experiences, qualifications, attributes or skills useful in
overseeing a publicly-traded, highlyregulated entity such as the Fund. The
Fund's governing documents state that a nominee for Director shall be at least
21 years of age and not older than such age, if any, as the Directors may
determine and shall not be under legal disability. The Directors have not
determined a maximum
12
age. The Nominating Committee does not have a formal policy regarding the
consideration of diversity in identifying trustee candidates. For a discussion
of experiences, qualifications, attributes or skills supporting the
appropriateness of each Director's service on the Fund's Board, see the
biographical information of the Directors above in the section entitled
"Information about Directors and Officers."
The Fund's Nominating Committee adopted a charter on May 12, 2004, and
amended the charter on November 17, 2004. The charter is available on the Fund's
website at www.gabelli.com/corporate/closed/corp_gov.html.
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 Fund 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 member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at Gabelli Funds, LLC, One
Corporate Center, Rye, NY 105801422. To communicate with the Board
electronically, shareholders may go to the corporate website at www.gabelli.com
under the heading "Our Firm/Contact Us/Email Addresses/Board of Directors
(Gabelli Closed-End Funds)."
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 Fund
and that are not in the nature of advertising, promotion of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Directors or any committee or group of members
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 email is addressed.
13
The following table sets forth certain information regarding the
compensation of the Directors by the Fund and executive officers, if any, who
were compensated by the Fund rather than the Adviser, for the year ended
December 31, 2009.
COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS*
--------------------------- ---------------------- ---------------------------
INTERESTED DIRECTOR/NOMINEE:
MARIO J. GABELLI $0 $0 (26)
Director and
Chief Investment Officer
INDEPENDENT DIRECTORS/NOMINEES:
THOMAS E. BRATTER $8,000 $41,000 (4)
Director
ANTHONY J. COLAVITA $10,600 $263,438 (35)
Director
JAMES P. CONN $9,167 $132,000 (17)
Director
FRANK J. FAHRENKOPF, JR. $8,000 $64,500 (5)
Director
ANTHONY R. PUSTORINO $12,063 $156,875 (13)
Director
WERNER J. ROEDER $9,500 $115,500 (22)
Director
SALVATORE J. ZIZZA $9,500 $199,500 (27)
Director
------------------
* Represents the total compensation paid to such persons during the fiscal
year ended December 31, 2009 by investment companies (including the Fund)
or portfolios thereof from which such person receives compensation that are
considered part of the same fund complex as the Fund because they have
common or affiliated investment advisers. The number in parentheses
represents the number
of such investment companies and portfolios.
REQUIRED VOTE
The election of each of the listed nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of Shares of the Fund represented at the Meeting if a quorum is
present.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH NOMINEE.
ADDITIONAL INFORMATION
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Fund's independent registered public accounting firm
for the fiscal year ending December 31, 2010. PricewaterhouseCoopers acted as
the Fund's independent registered public accounting firm for the fiscal year
ended December 31, 2009. The Fund knows of no direct financial or material
indirect financial interest of PricewaterhouseCoopers in the Fund. 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.
14
Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for the fiscal years ended December 31, 2008 and 2009, respectively.
FISCAL YEAR ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES FEES* TAX FEES** OTHER FEES
2008 $58,200 $9,212 $4,000 --
2009 $47,400 $13,000 $4,000 --
-----------------
* "Audit-Related Fees" are those estimated fees billed to the Fund by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc., Standard & Poor's Rating
Services and Fitch Ratings.
** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Fund's
income tax returns.
The Fund's Audit Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent registered public
accounting firm to the Fund, and all non-audit services to be provided by the
independent registered public accounting firm to the Fund's Adviser and service
providers controlling, controlled by, or under common control with the Fund's
Adviser ("affiliates") that provide ongoing services to the Fund (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Fund. 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 his
decision(s) to the Audit Committee, at its next regularly scheduled meeting
after the Chairman's pre-approval of such services. 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 Fund'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
Fund, the Adviser, and any Covered Services Provider constitutes not more than
5% of the total amount of revenues paid by the Fund to its independent
registered public accounting firm during the year in which the permissible
non-audit services are provided; (ii) the permissible nonaudit services were not
recognized by the Fund at the time of the engagement to be nonaudit 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, auditrelated, and tax services
described above for which PricewaterhouseCoopers billed the Fund fees for the
fiscal years ended December 31, 2008 and December 31, 2009 were pre-approved by
the Audit Committee.
For the fiscal years ended December 31, 2008 and 2009,
PricewaterhouseCoopers has represented to the Fund that it did not provide any
non-audit services (or bill any fees for such services) to the Adviser or any
affiliates thereof that provide services to the Fund.
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Fund's Adviser and Administrator and its business
address is One Corporate Center, Rye, New York 105801422.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Directors, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the fiscal year ended December 31, 2009, the Fund
believes that during that year such persons complied with all such applicable
filing requirements except that Agnes Mullady omitted to file her Form 3 filing
due upon taking office in 2006.
15
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 that 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 nominee by the
shareholders entitled to vote for a particular nominee 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 Fund will be informed of the voting results of the
Meeting in the Fund's SemiAnnual Report for the six months ended June 30, 2010.
"HOUSEHOLDING"
Please note that only one annual or semiannual report or Proxy Statement or
Notice of Annual Meeting of Shareholders may be delivered to two or more
shareholders of the Fund who share an address, unless the Fund has received
instructions to the contrary. To request a separate copy of an annual report or
semiannual report or this Proxy Statement or Notice of Annual Meeting of
Shareholders, or for instructions regarding how to request a separate copy of
these documents or regarding how to request a single copy if multiple copies of
these documents are received, shareholders should contact the Fund at the
address and phone number set forth above.
SOLICITATION EXPENSES
The Fund will pay the cost of soliciting proxies and the expenses incurred
in connection with preparing and distributing the Proxy Statement, its
enclosures and additional soliciting materials. The Fund will reimburse
brokerage firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of its shares. In addition to the
solicitation of proxies by mail, officers of the Fund and officers and regular
employees of Computershare Trust Company, N.A. ("Computershare"), the Fund's
transfer agent, and affiliates of Computershare or other representatives of the
Fund may also solicit proxies by telephone, facsimile, Internet or in person. In
addition, the Fund has retained Morrow & Co., LLC ("Morrow") to assist in the
solicitation of proxies for a fee of $[_____] plus reimbursement of expenses.
Morrow will employ up to [__] people to solicit proxies. The Fund estimates
that, in light of the expected dissident solicitation, the Fund's solicitation
expenses, including fees for attorneys, proxy solicitors, advertising, printing,
distribution and other related expenses, may aggregate to approximately
$[_____], of which approximately $[_____] has been spent to date. These amounts
do not include costs that are normally expended for a solicitation for an
election of directors in the absence of a contest.
PROPOSAL 2: SHAREHOLDER PROPOSAL
The Fund has received one shareholder proposal from a Mr. David Massey, of
2550 Webb Avenue #7S, Bronx, New York 10468, requesting that the Board take
steps to eliminate the Fund's classified board structure that has been in place
since the Fund's inception. Mr. Massey is a holder of 1,900 shares of Common
Stock of the Fund who was encouraged to submit this shareholder proposal by
Western Investment, which is sponsoring a slate of dissident nominees for
election as directors at the Meeting. In consideration of Mr. Massey's
submission of this shareholder proposal, Western Investment has taken the
unusual step of agreeing to indemnify Mr. Massey for any claims against him
arising out of such submission, including those resulting from his own
negligence.
If properly presented, the following proposal will be voted on at the
Meeting. Voting on this matter would serve only as an advisory vote for the
Board to reconsider its classified board structure. As required by the rules of
the SEC, the text of the resolution and supporting statement of Mr. Massey, for
which the Fund accepts no responsibility, are included below exactly as
submitted by him. The Board's statement in opposition to Mr. Massey's proposal
immediately follows.
16
FOR THE REASONS DISCUSSED BELOW, YOUR BOARD OF DIRECTORS STRONGLY SUPPORTS
THE FUND'S CLASSIFIED BOARD STRUCTURE AND THEREFORE UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE BOARD OF DIRECTORS'
POSITION AND AGAINST MR. MASSEY'S PROPOSAL
SHAREHOLDER PROPOSAL
REPEAL CLASSIFIED BOARD
BE IT RESOLVED, that the stockholders of Gabelli Global Multimedia Trust,
Inc. ("GGT" or the "Corporation") request that the Board of Directors take the
necessary steps to declassify the Board of GGT and establish annual elections of
directors whereby directors of the Corporation would be elected annually and not
by classes. This policy would take effect immediately, and be applicable to the
reelection of any incumbent director whose term, under the current classified
system, subsequently expires.
SUPPORTING STATEMENT
I believe that the ability to elect directors is the single most important
use of the stockholder franchise. Accordingly, directors of GGT should be
accountable to the stockholders on an annual basis. Currently, the Board of
Directors is divided into three classes. Each class serves staggered three-year
terms. Because of this structure, stockholders may only vote on roughly
one-third of the directors each year. The election of directors by classes, for
three-year terms, in my opinion, minimizes accountability and precludes the full
exercise of the rights of the stockholders to approve or disapprove annually the
performance of a director or the entire Board.
The staggered term structure of the Corporation's Board is not in the best
interest of stockholders because it reduces accountability and is an unnecessary
antitakeover device. Stockholders should have the opportunity to vote on the
performance of the entire Board of Directors each year. I feel that such annual
accountability serves to keep directors closely focused on the performance of
the Corporation and its top executives and on increasing stockholder value.
Annual election of all directors gives stockholders the power to either
completely replace their Board, or replace a majority of directors, if a
situation arises which warrants such action.
There are indications from studies that classified boards and other
antitakeover devices have an adverse impact on stockholder value. A 1991 study
by Lilli Gordon of the Gordon Group and John Pound of Harvard University found
that companies with restrictive corporate governance structures, including those
with classified boards, are "significantly less likely to exhibit outstanding
long-term performance relative to their industry peers." See also Council of
Institutional Investors Corporate Governance Policies (Updated May 1, 2009), at
Section 2.1 "Annual Election of Directors: All directors should be elected
annually. Boards should not be classified (staggered)."
I urge your support for the proposal to repeal the classified Board of
Directors of GGT and establish that all directors of GGT be elected annually.
Thank you.
Very truly yours,
/s/ David Massey
THE BOARD'S RESPONSE - STATEMENT IN FAVOR OF THE DIRECTORS' POSITION AND IN
OPPOSITION TO THE SHAREHOLDER PROPOSAL
Y(our) Fund was spunoff from the Gabelli Equity Trust in 1994. The Gabelli
Equity Trust has had a classified board structure since its formation in 1986.
The Board of Directors believes that, in contrast to industrial companies,
as a closed-end fund subject to extensive regulation by the SEC, the Fund and
its shareholders have been well served by the classified board structure. This
structure continues to provide the Fund and its shareholders with important
benefits. The structure strengthens the independence of the Board and provides
stability and continuity of management. This structure, in
17
turn, enables the portfolio team to focus on investment opportunities, such as
occurred in the first quarter of 2009, without concern over the flow of funds
into or out of the Fund. This provides the underpinning for an informed and
focused pursuit of the Fund's investment objectives.
ACADEMIC STUDIES
Mr. Massey cites a 1991 study by Lilli Gordon and John Pound to support the
assertion that classified boards have an adverse impact on shareholder value.
Shareholders should be aware that respected commentators (including Joseph A.
Grundfest, a former member of the United States Securities and Exchange
Commission, in a 1993 article in The Stanford Law Review) have noted that the
study cited by Mr. Massey does not establish a cause and effect relationship
between governance structures, including classified boards, and company
performance. Accordingly, the Board believes that shareholders should not rely
on the results of Mr. Massey's suggested study in determining how to vote on the
proposal.
Because the Board believes that the Fund's classified board structure
provides significant long-term benefits, the Board believes that Mr. Massey's
proposal to eliminate the Fund's classified board structure is NOT in the best
interests of the Fund and its shareholders. The Board unanimously recommends
that you vote in favor of the Board of Directors' position and AGAINST this
proposal.
STABILITY AND CONTINUITY
The Fund's classified board structure is designed to provide stability and
continuity to the Fund by seeking to ensure that, at any given time, a majority
of directors serving on the Board are familiar with the Fund and its investment
objectives. As a closed-end investment company, the Fund is subject to
significant regulation and requires an active and experienced Board. If all
directors were elected annually, most or all of the Fund's directors could be
replaced at one time, potentially resulting in a loss of the Board's accrued
institutional knowledge and requiring all or most directors to devote
substantial time and resources to familiarizing themselves with the regulatory
environment. The Board believes that experienced directors who are knowledgeable
about the Fund's regulated operating environment and its investment objectives
are a valuable resource and are better positioned to make fundamental decisions
that serve the best interests of the Fund's shareholders.
ENHANCED INDEPENDENCE OF THE BOARD
The Board believes that electing directors to three-year terms, rather than
one-year terms, enhances the independence of directors by providing them with a
longer elected term of office, thereby insulating them from pressures from
management, the investment adviser and from special interest groups that may
have agendas that are contrary to the long-term interests of all shareholders.
As a result of being elected to a three-year - rather than a one-year - term,
the Fund's directors may be more likely to express their views freely and take
the actions they believe to be in the best long-term interests of the Fund and
its shareholders, without the distraction of annual nominations and elections.
ACCOUNTABILITY TO SHAREHOLDERS
Mr. Massey's assertion that the classified board structure minimizes a
director's accountability to the Fund's shareholders is unfounded. The mere fact
that a director is up for election each year does not guarantee improved
accountability to shareholders. Directors elected to three-year terms are as
accountable to shareholders as are directors elected annually because all
directors have the same fiduciary duties and legal obligations to the Fund and
its shareholders regardless of their term of office. Shareholders have the right
to replace approximately one-third of the Fund's directors each year and all of
the directors over a three-year period.
Moreover, the Fund's shareholders already have a variety of tools at their
disposal to ensure that directors who are elected to a classified Board are
accountable to them. These tools include withholding votes from directors who
are standing for election, publicity campaigns and meeting with directors to
express shareholder concerns. Shareholders have successfully used these
accountability tools at many public companies, including closed-end investment
companies like the Fund.
18
REQUIRED VOTE
The presence in person or by proxy of the holders of record of a majority
of the shares of the Fund issued and outstanding and entitled to vote at the
Meeting shall constitute a quorum at the Meeting. The election of the Directors,
as set forth in Proposal 1, and all other matters to be decided upon at the
Meeting will require the affirmative vote of a majority of the shares so
represented in person or by proxy at the Meeting and entitled to vote.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors of the Fund 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 proxy will vote thereon in
accordance with their judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2011
(the "2011 Annual Meeting") must be received by the Fund for consideration for
inclusion in the Fund's proxy statement and proxy relating to that meeting no
later than December [__], 2010. There are additional requirements regarding
proposals of shareholders, and a shareholder contemplating submission of a
proposal for inclusion in the Fund's proxy materials is referred to Rule 14a8
under the 1934 Act.
The Fund's ByLaws require shareholders that wish to nominate Directors or
make proposals to be voted on at an Annual Meeting of the Fund's Shareholders
(and which are not proposed to be included in the Fund's proxy materials
pursuant to Rule 14a8 under the 1934 Act) to provide timely notice of the
nomination or proposal in writing. To be considered timely for the 2011 Annual
Meeting, any such notice must be delivered to or mailed and received at the
principal executive offices of the Fund at the address set forth on the first
page of this proxy statement no earlier than 9:00 a.m. Eastern time on January
[__], 2011 and no later than 5:00 p.m. Eastern time on February [__], 2011;
provided, however, that if the 2011 Annual Meeting is to be held on a date that
is earlier than April [__], 2011 or later than June [__], 2011, such notice must
be delivered to or received by the Fund no later than 5:00 p.m. Eastern time on
the tenth day following the date on which public announcement of the date of the
2011 Annual Meeting was first made. Any such notice by a shareholder shall set
forth the information required by the Fund's ByLaws with respect to each
nomination or matter the shareholder proposes to bring before the 2011 Annual
Meeting.
19
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY
FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE [WHITE] PROXY CARD.
MAY [__], 2010
20
APPENDIX A
TWO YEAR TRANSACTION HISTORY IN FUND SECURITIES OF EACH DIRECTOR/NOMINEE
[DIRECTOR]
TRANSACTION SUMMARY
TRANSACTION TYPE TRADE DATE QUANTITY
TRADE DATE QUANTITY
21
GGTPS2010
GABELLI FUNDS
THE GABELLI GLOBAL MULIMEDIA TRUST INC.
COMMON
PROXY CARD FOR ANNUAL MEETING OF SHAREHOLDERS - [_________], 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
W The undersigned hereby appoints Mario J. Gabelli, Peter D. Goldstein and Bruce N. Alpert, and each of them, attorneys and
H proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf
I of the undersigned all shares of The Gabelli Global Multimedia Trust Inc. (the "Fund") which the undersigned is entitled to
T vote at the Annual Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West
E Putnam Avenue, Greenwich, Connecticut 06830 on [________], 2010, at [______] [_].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
P proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other
R business as may properly come before the Meeting.
O
X A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present,
Y 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 Registration
dynamically printed here direction is made, this proxy will be voted FOR the election of the Nominees as Director 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 Proposals.
PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
The Proxy Card must be SIGNED AND DATED for your instructions to be counted and will be voted in the manner indicated, or if no
instruction has been indicated below; a vote will be cast FOR each nominee. Please vote, sign and date below and return your
Proxy Card promptly in the enclosed envelope.
(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)
----------------
SEE REVERSE SIDE
----------------
------------------------------------------------------------------------------------------------------------------------------------
(ARROW) TO VOTE BY MAIL, PLEASE DETACH HERE (ARROW)
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
1. Call toll-free 1-866-407-4406 on a Touch-Tone telephone and follow the instructions on the reverse side. There is NO CHARGE to
you for this call. You will need your control number to access the system.
OR
2. Vote by Internet at our Internet Address: www.proxyvotenow.com/ggt. You will need your control number to access the system.
OR
3. Mark, sign, and date your proxy card and return it promptly in the enclosed envelope.
PLEASE VOTE
Please mark
vote as
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE AND "AGAINST" PROPOSAL 2. indicated in [X]
this example
1. ELECTION OF DIRECTORS. 2. Shareholder proposal to FOR AGAINST ABSTAIN
NOMINEES FOR WITHHOLD FOR ALL eliminate the Fund's Classified [ ] [ ] [ ]
ALL ALL EXCEPT Board Structure.
MARIO J. GABELLI, CFA [ ] [ ] [ ] 3. To consider and vote upon such other matters, including
adjournments, as may properly come before said Meeting or
THOMAS E. BRATTER any adjournments thereof. Please be sure to sign and date
this Proxy Card.
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and write the name
of each nominee for which you wish to withhold your
vote.
__________________________________________________
-----
|
|
|
Date: ________________________________________, 2010
____________________________________________________
Shareholder sign here
____________________________________________________
Joint owner sign here
Please sign exactly as your name(s) appear(s) on
this Proxy Card. When shares are held by joint
tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian,
please give full title as such. If a corporation,
please sign in full corporate name by an authorized
officer. If a partnership, please sign in
partnership name by an authorized person.
PLEASE SIGN, DATE, AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
------------------------------------------------------------------------------------------------------------------------------------
(ARROW) TO VOTE BY MAIL, PLEASE DETACH HERE (ARROW)
----------------------------------------------------
(TELEPHONE) VOTE BY TELEPHONE OR INTERNET (INTERNET)
QUICK * * * EASY * * * IMMEDIATE
----------------------------------------------------
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and
returned your proxy card.
VOTE BY TELEPHONE: You will be asked to enter a CONTROL NUMBER which is located in the lower right hand corner of this form.
------------------------------------------------------------------------------------------------------------------------------------
OPTION A: To vote as the Board of Directors recommends on ALL proposals, press 1.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
OPTION B: If you choose to vote on each proposal separately, press 2. You will hear instructions to follow.
------------------------------------------------------------------------------------------------------------------------------------
VOTE BY INTERNET: The web address is www.proxyvotenow.com/ggt. You will need your CONTROL NUMBER to access the system.
IF YOU VOTE BY TELEPHONE OR INTERNET--DO NOT MAIL THE PROXY CARD.
THANK YOU FOR VOTING.
--------------------------------------------------------------
CALL * * TOLL FREE * * ON A TOUCH-TONE TELEPHONE
1-866-407-4406
THERE IS NO CHARGE TO YOU FOR THIS CALL
--------------------------------------------------------------
CONTROL NUMBER
FOR TELEPHONE/INTERNET VOTING
GABELLI FUNDS
THE GABELLI GLOBAL MULIMEDIA TRUST INC.
PREFERRED
PROXY CARD FOR ANNUAL MEETING OF SHAREHOLDERS - [_________], 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OFDIRECTORS
W The undersigned hereby appoints Mario J. Gabelli, Peter D. Goldstein and Bruce N. Alpert, and each of them, attorneys and
H proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf
I of the undersigned all shares of The Gabelli Global Multimedia Trust Inc. (the "Fund") which the undersigned is entitled to
T vote at the Annual Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West
E Putnam Avenue, Greenwich, Connecticut 06830 on [___________], 2010, at [______] [_].m., and at any adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys
P and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other
R business as may properly come before the Meeting.
O
X A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present,
Y 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 Registration
dynamically printed here direction is made, this proxy will be voted FOR the election of the Nominees as Director 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 Proposals.
PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
The Proxy Card must be SIGNED AND DATED for your instructions to be counted and will be voted in the manner indicated, or if no
instruction has been indicated below; a vote will be cast FOR each nominee. Please vote, sign and date below and return your
Proxy Card promptly in the enclosed envelope.
(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)
----------------
SEE REVERSE SIDE
----------------
------------------------------------------------------------------------------------------------------------------------------------
(ARROW) TO VOTE BY MAIL, PLEASE DETACH HERE (ARROW)
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
1. Call toll-free 1-866-407-4406 on a Touch-Tone telephone and follow the instructions on the reverse side. There is NO CHARGE to
you for this call. You will need your control number to access the system.
OR
2. Vote by Internet at our Internet Address: www.proxyvotenow.com/ggt. You will need your control number to access the system.
OR
3. Mark, sign, and date your proxy card and return it promptly in the enclosed envelope.
PLEASE VOTE
Please mark
vote as
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE AND "AGAINST" PROPOSAL 2. indicated in [X]
this example
1. ELECTION OF DIRECTORS. 2. Shareholder proposal to FOR AGAINST ABSTAIN
NOMINEES FOR WITHHOLD FOR ALL eliminate the Fund's Classified [ ] [ ] [ ]
ALL ALL EXCEPT Board Structure.
MARIO J. GABELLI, CFA [ ] [ ] [ ] 3. To consider and vote upon such other matters, including
adjournments, as may properly come before said Meeting or
THOMAS E. BRATTER any adjournments thereof. Please be sure to sign and date
this Proxy Card.
ANTHONY J. COLAVITA
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and write the name
of each nominee for which you wish to withhold your
vote.
__________________________________________________
-----
|
|
|
Date: ________________________________________, 2010
____________________________________________________
Shareholder sign here
____________________________________________________
Joint owner sign here
Please sign exactly as your name(s) appear(s) on
this Proxy Card. When shares are held by joint
tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian,
please give full title as such. If a corporation,
please sign in full corporate name by an authorized
officer. If a partnership, please sign in
partnership name by an authorized person.
PLEASE SIGN, DATE, AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
------------------------------------------------------------------------------------------------------------------------------------
(ARROW) TO VOTE BY MAIL, PLEASE DETACH HERE (ARROW)
----------------------------------------------------
(TELEPHONE) VOTE BY TELEPHONE OR INTERNET (INTERNET)
QUICK * * * EASY * * * IMMEDIATE
----------------------------------------------------
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and
returned your proxy card.
VOTE BY TELEPHONE: You will be asked to enter a CONTROL NUMBER which is located in the lower right hand corner of this form.
------------------------------------------------------------------------------------------------------------------------------------
OPTION A: To vote as the Board of Directors recommends on ALL proposals, press 1.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
OPTION B: If you choose to vote on each proposal separately, press 2. You will hear instructions to follow.
------------------------------------------------------------------------------------------------------------------------------------
VOTE BY INTERNET: The web address is www.proxyvotenow.com/ggt. You will need your CONTROL NUMBER to access the system.
IF YOU VOTE BY TELEPHONE OR INTERNET--DO NOT MAIL THE PROXY CARD.
THANK YOU FOR VOTING.
--------------------------------------------------------------
CALL * * TOLL FREE * * ON A TOUCH-TONE TELEPHONE
1-866-407-4406
THERE IS NO CHARGE TO YOU FOR THIS CALL
--------------------------------------------------------------
CONTROL NUMBER
FOR TELEPHONE/INTERNET VOTING