UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 10, 2025, The Gabelli Multimedia Trust Inc. (NYSE: GGT) (the “Fund”) entered into amendment no. 1 to the sales agreement dated April 17, 2025 (the “Amendment” and the agreement, as so amended, the “Sales Agreement”), between the Fund and G.research, LLC (the “Sales Manager”), pursuant to which the Fund may offer and sell up to 10,000,000 share of common stock of the Fund, par value $0.001 per share (the “Common Stock”), from time to time, through the Sales Manager, in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Offering”). The minimum price on any day at which Common Stock may be sold will not be less than the then current net asset value per share plus the per share amount of the commission to be paid to the Sales Manager.
The Offering is being made pursuant a prospectus supplement, dated October 14, 2025 and the accompanying prospectus, dated April 19, 2024, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-277213) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed with this report as Exhibit 1.1 and incorporated herein by reference.
| Item 8.01. | Other Events. |
On October 14, 2025, the Fund commenced the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of Venable LLP relating to the legality of the Common Stock is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Amendment No. 1 to Sales Agreement between the Registrant and G.research, LLC | ||
| 5.1 | Opinion of Venable LLP | ||
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GABELLI MULTIMEDIA TRUST INC. | ||
| Date: October 14, 2025 | By: | /s/ John C. Ball |
| Name: | John C. Ball | |
| Title: | President and Treasurer | |
2
Exhibit 1.1
The Gabelli Multimedia Trust Inc.
AMENDMENT NO. 1
to
SALES AGREEMENT
Dated April 17, 2025
Common Stock
Par Value $0.001 Per Share
October 10, 2025
G. Rearch, LLC
One Corporate Center
Rye, New York 10580
Ladies and Gentlemen:
The Gabelli Multimedia Trust Inc. (the “Fund”), a Maryland corporation, Gabelli Funds, LLC, a New York limited liability company (the “Investment Adviser”) and G.research, LLC (the “Sales Manager”), as agent, previously entered into that certain Sales Agreement, dated April 17, 2025 (the “Original Agreement”), in connection with the issuance and sale of as much as $22,350,000 aggregate value of common stock, par value $0.001 per share (the “Common Shares”), or 5,000,000 Common Shares, of the Fund. This Amendment No. 1 to the Sales Agreement (this “Amendment”) amends certain provisions of the Original Agreement, subject to the execution and delivery by the parties hereto of this Amendment. Capitalized terms not defined herein shall have the meanings assigned to them in the Original Agreement.
In consideration of the premises and of the mutual covenants and agreements contained herein and in the Original Agreement, the Fund, the Investment Adviser and the Sales Manager hereby agree that the Original Agreement be amended as follows:
The Maximum Amount of Common Shares shall be $44,700,000, or 10,000,000 Common Shares. The Fund agrees to issue and sell through the Sales Manager, as agent, and the Sales Manager agrees to sell, as agent for the Fund, on a best efforts basis up to the Maximum Amount of the Common Shares during the term of the Sales Agreement, as amended hereby, on the terms set forth in the Original Agreement, as amended or supplemented from time to time.
If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Sales Manager, please so indicate in the space provided below, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Sales Manager.
| Sincerely, | ||
| THE GABELLI MULTIMEDIA TRUST INC. | ||
| /s/ John C. Ball | ||
| By: | John C. Ball | |
| Title: | President | |
| GABELLI FUNDS, LLC | ||
| /s/ John C. Ball | ||
| By: | John C. Ball | |
| Title: | Chief Operating Officer | |
Accepted and agreed to as of
the date first above written, on behalf of itself
| G.research, LLC | ||
| /s/ Vincent Amabile | ||
| By: | Vincent Amabile | |
| Title: | Chief Executive Officer | |
Exhibit 5.1
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750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com
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October 14, 2025
The Gabelli Multimedia Trust Inc.
One Corporate Center
Rye, NY 10580-1422
| Re: |
Registration Statement on Form N-2: 1933 Act File No. 333-277213 1940 Act File No. 811-08476 |
Ladies and Gentlemen:
We have served as Maryland counsel to The Gabelli Multimedia Trust Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a closed-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of up to 10,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, in an “at-the-market” offering, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. The Registration Statement, in the form filed with the Commission under the 1933 Act and the Investment Company Act;
2. The Prospectus, dated April 19, 2024, included as part of the Registration Statement, as supplemented by the Prospectus Supplement, dated October 14, 2025, relating to the Shares, in substantially the form in which it was transmitted to the Commission pursuant to Rule 424(b) under the 1933 Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
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| The Gabelli Multimedia Trust Inc. October 14, 2025 Page 2 |
6. A certificate executed by an officer of the Company, dated as of the date hereof;
7. The Sales Agreement, dated as of April 16, 2025 (the “Sales Agreement”), by and among the Company, Gabelli Funds, LLC, a New York limited liability company, and G.research, LLC, a Delaware limited liability company, as amended by amendment no. 1 thereto, dated October 10, 2025;
8. A certificate as of a recent date of the SDAT as to the good standing of the Company; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
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| The Gabelli Multimedia Trust Inc. October 14, 2025 Page 3 |
5. Upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
6. None of the Shares will be issued to a Principal Shareholder (as defined in the Charter).
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The sale and issuance of the Shares have been duly authorized and, when and if issued and delivered by the Company in accordance with the Resolutions and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of the Investment Company Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, | |
| /s/ Venable LLP |