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EXHIBIT E
Terms and Conditions of Automatic Dividend Reinvestment and Voluntary Cash
Purchase Plan
1. Each shareholder (a "Shareholder") holding shares of common stock ("Shares")
of The Gabelli Global Multimedia Trust (the "Fund") will automatically be a
participant in the Automatic Dividend Reinvestment and Voluntary Cash Purchase
Plan (the "Plan"), unless the Shareholder specifically elects to receive all
dividends and capital gains in cash paid by check mailed directly to the
Shareholder (or sent to the Shareholder's bank account) by State Street Bank and
Trust Company as agent under the Plan (the "Agent"). The Agent will open an
account for each Shareholder under the Plan in the same name in which such
Shareholder's shares of Common Stock are registered.
2. Whenever the Fund declares a capital gains distribution or an income dividend
payable in Shares or cash, participating Shareholders will take the distribution
or dividend entirely in Shares and the Agent will automatically receive the
Shares, including fractions, for the Shareholder's account. The process is as
follows:
Whenever the market price per Share is equal to or exceeds the net asset value
at the time Shares are valued for the purpose of determining the number of
Shares equivalent to the cash dividend or capital gains distribution (the
"Valuation Date"), participants will be issued Shares at the greater of (i) net
asset value or (ii) 95% of the then current market price of the Shares. The
Valuation Date is the dividend or distribution payment date or, if that date is
not a New York Stock Exchange trading day, the next trading day. If the net
asset value of the Shares on the Valuation Date exceeds the market price of the
Shares at that time, participants will receive shares from the Fund valued at
market price.
If the Fund should declare a dividend or capital gains distribution payable only
in cash, the Agent will, as purchasing agent for the participants, buy Shares in
the open market, on the New York Stock Exchange (the "exchange") or elsewhere,
for the participants' accounts after the payment date, except that the Agent
will endeavor to terminate purchases in the open market and cause the Fund to
issue the remaining Shares if, following the commencement of the purchases, the
market value of the Shares exceeds that day's closing net asset value. These
remaining shares will be issued by the Fund at a price equal to the greater of
(i) net asset value or (ii) 95% of the then current market price.
In a case where the Agent has terminated open market purchases and caused the
issuance of remaining Shares by the Fund, the number of shares received by the
participant in respect of the cash dividend or distribution will be based on the
weighted average of prices paid for Shares purchased in the open market and the
price at which the Fund issues remaining Shares. To the extent that the Agent is
unable to terminate purchases in the open market before the Agent has completed
its purchases, or remaining Shares cannot be issued by the Fund because the Fund
declared a dividend or distribution payable only in cash, and the market price
exceeds the net asset value of the Shares, the average Share purchase price paid
by the Agent may exceed the net asset value of the Shares, resulting in the
acquisition of fewer Shares than if the dividend or capital gains distribution
had been paid in Shares issued by the Fund.
The Agent will apply all cash received as a dividend or capital gains
distribution to purchase shares of common stock on the open market as soon as
practicable after the payment date of the dividend or capital gains
distribution, but in no event later than 45 days after that date, except when
necessary to comply with applicable provisions of the federal securities laws.
3. For all purposes of the Plan: (a) the market price of Fund Shares on a
particular date shall be the last sale price on the Exchange on that date or, if
no sale occurred on the Exchange on that date, then the mean between the closing
bid and asked quotations for the Shares on the Exchange on such date and (b) net
asset value per share on a particular date shall be as determined by or on
behalf of the Fund.
4. The open-market purchases provided for above may be made on any securities
exchange on which the Shares of the Fund are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as
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to price, delivery and otherwise as the Agent shall determine. Funds held by the
Agent uninvested will not bear interest, and it is understood that, in any
event, the Agent shall have no liability in connection with any inability to
purchase Shares within 45 days after the initial date of such purchase as herein
provided, or with the timing of any purchases effected. The Agent shall have no
responsibility as to the value of the Shares of the Fund acquired for the
Shareholder's account.
5. The Agent will hold Shares acquired pursuant to the Plan in non-certificated
form in the Agent's name or that of its nominee. The Agent will forward to the
Shareholder any proxy solicitation material and will vote any Shares so held for
the Shareholder only in accordance with the proxy returned by her or him to the
Fund. Upon the Shareholder's written request, the Agent will deliver to her or
him, without charge, a certificate or certificates for the full Shares.
6. The Agent will confirm to the Shareholder each acquisition made for her or
his account as soon as practicable but not later than 60 days after the date
thereof. Although the Shareholder may from time to time have an individual
fractional interest (computed to four decimal places) in a Share of the Fund, no
certificates for a fractional Share will be issued. However, dividends and
distributions on fractional Shares will be credited to the Shareholder's
account. In the event of a termination of a Shareholder's account under the
Plan, the Agent will adjust for any such undivided fractional interest in cash
at the opening market value of the Shares at the time of termination.
7. Any stock dividends or split Shares distributed by the Fund on Shares held by
The Agent for the Shareholder will be credited to the Shareholder's account. In
the event that the Fund makes available to the Shareholder rights to purchase
additional Shares or other securities, the Shares held for a Shareholder under
the Plan will be added to other shares held by the Shareholder in calculating
the number of rights to be issued to such Shareholder.
8. The Agent's service fee for handling capital gains distributions or income
dividends will be paid by the Fund. The Shareholder will be charged a pro rata
share of brokerage commissions on all open market purchases.
9. A Shareholder wishing to terminate her or his account under the Plan may do
so by written or telephone notification to the Agent of such intent. If such
notice is received by the Agent less than 10 days prior to any dividend or
distribution record date, then such termination shall be immediately effective
with respect to all shares then held in the Shareholder's account except that
any shares to be received pursuant to the reinvestment of dividends or
distributions shall be terminated on the first trading day after such shares
have been credited to the Shareholder's account. Upon any termination the Agent
will cause a certificate or certificates for the full Shares held for the
Shareholder under the Plan and cash adjustment for any fraction to be delivered
to her or him. If, the Shareholder elects by notice to the Agent in writing in
advance of such termination to have the Agent sell part or all of her or his
shares and remit the proceeds to her or him, the Agent is authorized to deduct
$2.50 per transaction plus brokerage commissions for this transaction from the
proceeds.
10. Shareholders have the option of sending additional funds, two times per
month, in any amount from $250 to $10,000, for the purchase on the open market
of shares of the common stock of the Fund for Shareholder's accounts. Voluntary
payments will be invested on or shortly after the 1st or the 15th of each month,
and in no event more than 45 days after such dates except where temporary
curtailment or suspension of purchases is necessary to comply with applicable
provisions of federal securities law. Funds not received at least five business
days before the investment date will be held for investment on the next
investment date. Shareholders may withdraw their entire voluntary cash payment
by written notice not less that 48 hours before such payment is to be invested.
11. Investments of voluntary cash payments and other open-market purchases
provided for above may be made on any securities exchange where the Fund's
common stock is traded, in the over-the-counter market or in negotiated
transactions and may be on such terms as to price, delivery and otherwise as the
Agent shall determine. Funds held by the Agent uninvested will not bear
interest, and it is understood that, in any event, the
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Agent shall have no liability in connection with any inability to purchase
shares within 45 days after the initial date of such purchase as herein
provided, or with the timing of any Purchases effected. The Agent shall have no
responsibility as to the value of the common stock of the Fund acquired for the
Shareholders' account. For the Purposes of cash investments the Agent may
commingle Shareholder funds with those of other Shareholders of the Fund for
whom the Agent also acts as Agent, and the average price (including brokerage
commissions) of all shares purchased by the Agent shall be the price per share
allocable to the Shareholder in connection therewith. The cost per transaction
is $0.75.
12. The Agent may hold Shareholder's shares acquired pursuant to Shareholder
authorization, together with the shares of other Shareholders of the Fund
acquired pursuant to similar authorization, in non-certificated form in the name
of the Agent or that of the Agent's nominee. The Agent will forward to each
Shareholder any proxy solicitation material and will vote any shares held for
the Shareholder only in accordance with the proxy returned by the Shareholder to
the Fund. Upon written request the Agent will deliver to the Shareholder,
without charge, a certificate or certificates for the full shares.
13. These terms and conditions may be amended or supplemented by the Agent or
the Fund at any time or times but, except when necessary or appropriate to
comply with applicable law or the rules or policies of the Securities and
Exchange Commission or any other regulatory authority, only by mailing to the
Shareholder appropriate written notice at least 90 days prior to the effective
date thereof. The amendment or supplement shall be deemed to be accepted by the
Shareholder unless, prior to the effective date thereof, the Agent receives
written notice of the termination of the Shareholder account under the Plan. Any
such amendment may include an appointment by the Fund of a successor agent in
its place and stead under these terms and conditions, with full power and
authority to perform all or any of the acts to be performed by the Agent. Upon
any such appointment of an Agent for the purpose of receiving dividends and
distributions, the Fund will be authorized to pay to such successor Agent, for
Shareholders' accounts, all dividends and distributions payable on Shares held
in the Shareholders' name or under the Plan for retention or application by such
successor Agent as provided in these terms and conditions.
14. In the case of Shareholders, such as banks, brokers or nominees, which hold
Shares for others who are the beneficial owners, the Agent will administer the
Plan on the basis of the number of Shares certified from time to time by the
Shareholders as representing the total amount registered in the Shareholder's
name and held for the account of beneficial owners who are to participate in the
Plan.
15. The Agent shall at all times act in good faith and agree to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this agreement and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
the errors are caused by its negligence, bad faith or willful misconduct or that
of its employees.
