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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/10/14 Gabelli Multimedia Trust Inc. N-2¶ 6:1.7M Donnelley … Solutions/FA Gabelli Multimedia Trust Inc. |
Document/Exhibit Description Pages Size 1: N-2 The Gabelli Multimedia Trust Inc. HTML 1.21M 6: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 5K 2: EX-99.(A)(VIII) Articles of Amendment to the Articles HTML 29K 3: EX-99.(L)(I) Consent of Paul Hastings LLP HTML 5K 4: EX-99.(R) Code of Ethics of the Fund and Adviser HTML 105K 5: EX-99.(S) Power of Attorney HTML 6K
| Articles of Amendment to the Articles |
Exhibit (a)(viii)
THE GABELLI MULTIMEDIA TRUST INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES SUPPLEMENTARY
CREATING AND FIXING THE RIGHTS OF
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
The Gabelli Multimedia Trust Inc., a Maryland corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:
FIRST: Article I of the Articles Supplementary of the Corporation relating to the Series C Auction Rate Cumulative Preferred Stock, accepted for record by the SDAT on March 28, 2003, as amended by the Articles of Amendment to the Articles Supplementary Creating and Fixing the Rights of Series C Auction Rate Cumulative Preferred Stock, accepted for record by the SDAT on May 29, 2009, as further amended by the Articles of Amendment to the Articles Supplementary Creating and Fixing the Rights of Series C Auction Rate Cumulative Preferred Stock, accepted for record by the SDAT on December 6, 2012 (as so amended, the “Articles Supplementary”), Section 9(a)(ii), is hereby deleted in its entirety from the Articles Supplementary, and replaced by the following:
(ii) Series C Preferred Basic Maintenance Amount as follows:
(A) For so long as Series C Preferred Shares are rated by a Rating Agency at the Corporation’s request, the Corporation shall maintain, on each Valuation Date, Eligible Assets having an Adjusted Value at least equal to the Series C Preferred Basic Maintenance Amount, as of such Valuation Date. Upon any failure to maintain Eligible Assets having an Adjusted Value at least equal to the Series C Preferred Basic Maintenance Amount, the Corporation shall use all commercially reasonable efforts to re-attain Eligible Assets having an Adjusted Value at least equal to the Series C Preferred Basic Maintenance Amount on or prior to the Series C Preferred Basic Maintenance Amount Cure Date, by altering the composition of its portfolio or otherwise.
(B) On or before 5:00 P.M., New York City time, on the fifth Business Day after a Valuation Date on which the Corporation fails to satisfy the Series C Preferred Basic Maintenance Amount, and on the fifth Business Day after the Series C Preferred Basic Maintenance Cure Date with respect to such Valuation Date, the Corporation shall complete and deliver to each Rating Agency (if requested by such Rating Agency) and the Auction Agent (if a Rating Agency is then rating the Series C Preferred Shares at the Corporation’s request) a Series C Preferred Basic Maintenance Report as of the date of such failure or such Series C Preferred Basic Maintenance Cure Date, as the case may be, which will be deemed to have been delivered to such Rating Agency or the Auction Agent, as the case may be, if such Rating Agency or the Auction Agent receives a copy or telecopy, telex or other electronic transcription thereof (via facsimile or electronic mail solely in the case of a Rating Agency if such Rating Agency is then rating the Series C Preferred Shares at the Corporation’s request) and on the same day the Corporation mails or sends to such Rating Agency or the Auction Agent for delivery on the next Business Day the full Series C Preferred Basic Maintenance Report. The Corporation shall also deliver a Series C Preferred Basic Maintenance Report to (1) each Rating Agency (if requested
by such Rating Agency), during each of the first twelve months the Series C Preferred Shares are Outstanding, and the Auction Agent (if a Rating Agency is then rating the Series C Preferred Shares at the Corporation’s request) as of (a) the fifteenth day of each month (or, if such day is not a Business Day, the next succeeding Business Day) and (b) the last Business Day of each month and to (2) each Rating Agency (if requested by such Rating Agency) as of each Valuation Date, in each case on or before the fifth Business Day after such day, (3) upon reasonable request by a Rating Agency and (4) any day the Common Shares and Series C Preferred Shares are redeemed. So long as a Rating Agency requires delivery of a Series C Preferred Basic Maintenance Report, a failure by the Corporation to deliver a Series C Preferred Basic Maintenance Report pursuant to the preceding sentence shall be deemed to be delivery of a Series C Preferred Basic Maintenance Report indicating the Discounted Value for all assets of the Corporation is less than the Series C Preferred Basic Maintenance Amount, as of the relevant Valuation Date.
(C) The Corporation will provide a Rating Agency (if requested by such Rating Agency) annually a copy of its pricing procedures used in determining the Market Value of the Corporation’s assets.
(D) On or before 5:00 p.m., New York City time, on the fifth Business Day after the Date of Original Issue of Series C Preferred Shares, the Corporation shall complete and deliver to each Rating Agency (if requested by such Rating Agency) a Series C Preferred Basic Maintenance Report as of the close of business on such Date of Original Issue.
(E) On or before 5:00 p.m., New York City time, on the third Business Day after either (1) the Corporation shall have redeemed Series C Preferred Shares or (2) the ratio of the Discounted Value of Eligible Assets in respect of any Rating Agency to the Series C Preferred Basic Maintenance Amount is less than or equal to 110%, the Corporation shall complete and deliver in electronic format to each Rating Agency (if requested by such Rating Agency) a Series C Preferred Basic Maintenance Report as of the date of either such event.
SECOND: Article I of the Articles Supplementary, Section 11(b), is hereby deleted in its entirety from the Articles Supplementary, and replaced by the following:
(b) [RESERVED]
THIRD: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Discount Factor” in its entirety, and inserting in lieu thereof the following:
“Discount Factor” means (a) so long as each of Moody’s and Fitch is rating the Series C Preferred Shares at the Corporation’s request, the Moody’s Discount Factor or Fitch Discount Factor, as applicable, or (b) any applicable discount factor established by any Other Rating Agency (if any Other Rating Agency is then rating the Series C Preferred Shares at the request of the Corporation), whichever is applicable.
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FOURTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Eligible Assets” in its entirety, and inserting in lieu thereof the following:
“Eligible Assets” means Moody’s Eligible Assets (if Moody’s is then rating the Series C Preferred Shares at the request of the Corporation), Fitch Eligible Assets (if Fitch is then rating the Series C Preferred Shares at the request of the Corporation), and/or Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the Series C Preferred Shares at the request of the Corporation), whichever is applicable.
FIFTH: Article I of the Articles Supplementary, Section 13, is hereby amended by inserting the definition of “Fitch”:
“Fitch” means Fitch Ratings and its successors at law.
SIXTH: Article I of the Articles Supplementary, Section 13, is hereby amended by inserting the definition of “Fitch Discount Factor”:
“Fitch Discount Factor” means the discount factors set forth in the Fitch Guidelines as eligible for inclusion in calculating the Discounted Value of the Corporation’s assets in connection with Fitch’s ratings of Preferred Stock.
SEVENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by inserting the definition of “Fitch Eligible Assets”:
“Fitch Eligible Assets” means the assets of the Corporation set forth in the Fitch Guidelines as eligible for inclusion in calculating the Discounted Value of the Corporation’s assets in connection with Fitch’s ratings of Series C Preferred Shares.
EIGHTH: Article I of the Articles Supplementary, Section 13, is hereby amended by inserting the definition of “Fitch Guidelines”:
“Fitch Guidelines” means the guidelines provided by Fitch, as may be amended from time to time, in connection with Fitch’s ratings of Series C Preferred Shares at the rating then assigned.
NINTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Maximum Rate” in its entirety, and inserting in lieu thereof the following:
“Maximum Rate” means, on any date on which the Applicable Rate is determined, the applicable percentage of (i) in the case of a dividend period of 184 days or less, the “AA” Financial Composite Commercial Paper Rate on the date of such Auction determined as set forth below based on the lower of the credit ratings assigned to the Series C Preferred Shares by Moody’s and Fitch subject to upward but not downward adjustment in the discretion of the Board of Directors after consultation with the Broker-Dealers; provided that immediately following any such increase the Corporation would be in compliance with the Series C Preferred
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Basic Maintenance Amount or (ii) in the case of a dividend period of longer than 184 days, the Treasury Index Rate.
| Moody’s Credit Rating |
Fitch Credit Rating | Applicable Percentage | ||||
| Aa3 or higher | AA-or higher | 150 | % | |||
| A3 or A1 | A- to A+ | 175 | % | |||
| Baa3 to Baa1 | BBB-to BBB+ | 250 | % | |||
| Below Baa3 | Below BBB- | 275 | % | |||
TENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Other Rating Agency” in its entirety, and inserting in lieu thereof the following:
“Other Rating Agency” means any rating agency other than Moody’s or Fitch then providing a rating for the Series C Preferred Shares at the request of the Corporation.
ELEVENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Rating Agency” in its entirety, and inserting in lieu thereof the following:
“Rating Agency” means Moody’s and Fitch as long as such rating agency is then rating the Series C Preferred Shares at the Corporation’s request or any other rating agency then rating the Series C Preferred Shares at the Corporation’s request.
TWELTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “S&P Discount Factor” in its entirety.
THIRTEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “S&P Eligible Assets” in its entirety.
FOURTEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “S&P Exposure Period” in its entirety.
FIFTEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “S&P Hedging Transactions” in its entirety.
SIXTEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “S&P Industry Classifications” in its entirety.
SEVENTEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “S&P Loan Category” in its entirety.
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EIGHTEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Basic Maintenance Amount” in its entirety, and inserting in lieu thereof the following:
“Basic Maintenance Amount” means:
For Fitch, the meaning set forth in the Fitch Guidelines.
For Moody’s, as of any Valuation Date, the dollar amount equal to (a) the sum of (i) the product of the number of shares of each class or series of Preferred Stock Outstanding on such Valuation Date multiplied, in the case of each such series or class, by the per share Liquidation Preference applicable to each such series or class; (ii) to the extent not included in (i) the aggregate amount of cash dividends (whether or not earned or declared) that will have accumulated for each Outstanding share of Preferred Stock from the most recent applicable dividend payment date to which dividends have been paid or duly provided for (or, in the event the Series C Preferred Basic Maintenance Amount is calculated on a date prior to the initial Dividend Payment Date with respect to a class or series of the Preferred Stock, then from the Date of Original Issue of such shares) through the Valuation Date plus all dividends to accumulate on the Preferred Stock then Outstanding during the 70 days following such Valuation Date or, if less, during the number of days following such Valuation Date that shares of Preferred Stock called for redemption are scheduled to remain Outstanding at the applicable rate or default rate then in effect with respect to such shares; (iii) the Corporation’s other liabilities due and payable as of such Valuation Date (except that dividends and other distributions payable by the Corporation on Common Stock shall not be included as a liability) and such liabilities projected to become due and payable by the Corporation during the 90 days following such Valuation Date (excluding liabilities for investments to be purchased and for dividends and other distributions not declared as of such Valuation Date); and (iv) any current liabilities of the Corporation as of such Valuation Date to the extent not reflected in any of (a)(i) through (a)(iii) (including, without limitation, and immediately upon determination, any amounts due and payable by the Corporation pursuant to reverse repurchase agreements and any payables for assets purchased as of such Valuation Date) less (b)(i) the Adjusted Value of any of the Corporation’s assets or (ii) the face value of any of the Corporation’s assets if, in the case of both (b)(i) and (b)(ii), such assets are either cash or evidences of indebtedness which mature prior to or on the date of redemption or repurchase of shares of Preferred Stock or payment of another liability and are either U.S. Government Obligations or evidences of indebtedness which have a rating assigned by Moody’s of at least Aaa, P-1, VMIG-1 or MIG-1 or by S&P of at least AAA, SP-1+ or A-1+, and are irrevocably held by the Corporation’s custodian bank in a segregated account or deposited by the Corporation with the dividend-disbursing agent or Paying Agent, as the case may be, for the payment of the amounts needed to redeem or repurchase Preferred Stock subject to redemption or repurchase or any of (a)(ii) through (a)(iv); and provided that in the event the Corporation has repurchased Preferred Stock and irrevocably segregated or deposited assets as described above with its custodian bank, the dividend-disbursing agent or Paying Agent for the payment of the repurchase price the Corporation may deduct 100% of the Liquidation Preference of such Preferred Stock to be repurchased from (a) above. Series C Preferred Basic Maintenance Amount shall, for the purposes of these Articles Supplementary, have a correlative meaning with respect to any other class or series of Preferred Stock.
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For any Other Rating Agency, the meaning set forth in the guidelines of the Other Rating Agency.
NINETEENTH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Basic Maintenance Test” in its entirety, and inserting in lieu thereof the following:
“Basic Maintenance Test” means a test which is met if the lower of the aggregate Discounted Values of the Moody’s Eligible Assets or the Fitch Eligible Assets if both Moody’s and Fitch are then rating the Series C Preferred Shares at the request of the Corporation, or the Eligible Assets of whichever of Moody’s or Fitch (or any Other Rating Agency) is then doing so if only one of Moody’s or Fitch (or any Other Rating Agency) is then rating the Series C Preferred Shares at the request of the Corporation, meets or exceeds the Series C Preferred Basic Maintenance Amount.
TWENTIETH: Article I of the Articles Supplementary, Section 13, is hereby amended by deleting the definition of “Basic Maintenance Report” in its entirety, and inserting in lieu thereof the following:
“Basic Maintenance Report” means a report prepared by the Administrator of the Corporation (if requested by any Rating Agency) which sets forth, as of the related Valuation Date, the Corporation’s Eligible Assets, the Market Value and Discounted Value thereof (seriatim and in the aggregate), and the Series C Preferred Basic Maintenance Amount and the remainder obtained by subtracting the Series C Preferred Basic Maintenance Amount from the Discounted Value of such Eligible Assets.
TWENTY-FIRST: The amendments set forth in these Articles of Amendment were duly approved by the Board of Directors of the Corporation in accordance with the charter of the Corporation and the Maryland General Corporation Law. No stock entitled to vote on the matter was outstanding or subscribed for at the time of the approval of the amendments set forth in these Articles of Amendment.
TWENTY-SECOND: The amendments contemplated by these Articles of Amendment do not change the authorized stock of the Corporation or the aggregate par value thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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The undersigned President of The Gabelli Multimedia Trust Inc., who executed these Articles of Amendment on behalf of the Corporation, hereby acknowledges, in the name and on behalf of the Corporation, that these Articles of Amendment are the corporate act of the Corporation and states further, under the penalties for perjury, that, to the best of his knowledge, information and belief, the matters and facts set forth herein required to be verified under oath are true in all material respects.
IN WITNESS WHEREOF, The Gabelli Multimedia Trust Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested by its Secretary as of this 23rd day of January, 2014.
| THE GABELLI MULTIMEDIA TRUST INC. | ||
| By: | /s/ Bruce N. Alpert | |
| Name: | Bruce N. Alpert | |
| Title: | President | |
ATTEST:
| /s/ Andrea Mango |
| Name: Andrea Mango |
| Title: Secretary |
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| This ‘N-2’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/10/14 | |||
| 12/6/12 | ||||
| 5/29/09 | 4 | |||
| 3/28/03 | N-23C-2 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 Gabelli Multimedia Trust Inc. N-2/A 13:1.5M Qes, LLC/FA 2/21/24 Gabelli Multimedia Trust Inc. N-2 8:1M Empire Filings/FA 7/13/21 Gabelli Multimedia Trust Inc. POS EX 7/13/21 7:1.2M Quality EDGAR So… LLC/FA 4/15/21 Gabelli Multimedia Trust Inc. N-2/A¶ 4/15/21 5:1.5M Quality EDGAR So… LLC/FA 12/23/20 Gabelli Multimedia Trust Inc. N-2¶ 12/23/20 4:1.4M Donnelley … Solutions/FA |