GABELLI GLOBAL MULTIMEDIA TRUST INC
N-2/A, EX-99.D.2, 2000-06-02
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<PAGE>   1
                                                                   EXHIBIT D(2)


         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                      NEW YORK TIME ON THE EXPIRATION DATE

CONTROL NO. ___________   MAXIMUM PRIMARY SUBSCRIPTION SHARES AVAILABLE ________

                    THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
                      SUBSCRIPTION RIGHTS FOR COMMON STOCK

Dear Shareholder:

      IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE TEAR
OFF CARD.

      As the registered owner of the Subscription Certificate below, you are
entitled to subscribe for the number of shares of Common Stock, $.001 par value
per share, of The Gabelli Global Multimedia Trust Inc. (the "Fund"), shown above
pursuant to the Primary Subscription Right and upon the terms and conditions and
at the Subscription Price for each share of Common Stock specified in the
Prospectus relating thereto. The Rights represented hereby include the
Over-Subscription Privilege for Rights holders, as described in the Prospectus.
Under the Privilege, any number of additional shares may be purchased by a
Rights holder if such shares are available and the holder's Primary Subscription
Rights have been fully exercised to the extent possible.

      Registered owners who are participants in The Gabelli Global Multimedia
Trust Inc. Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan will
receive their primary and oversubscription shares via an uncertificated share
credit to their existing accounts. To request a stock certificate, participants
in the plan must check Box D on the reverse side of the Subscription Certificate
below. Registered owners who are not participants in the plan will be
automatically issued stock certificates. Stock certificates for primary share
subscriptions will be delivered as soon as practicable after receipt of the
required completed Subscription Certificate and after full payment has been
received and cleared. Stock certificates for oversubscriptions and confirmation
statements reflecting uncertificated share credits for dividend reinvestment
accounts will be delivered as soon as practicable after the Expiration Date and
after all allocations have been effected.

                     THE SUBSCRIPTION RIGHT IS TRANSFERABLE


      PAYMENT MUST BE IN UNITED STATES DOLLARS. ONLY MONEY ORDERS OR CHECKS
DRAWN ON A BANK LOCATED IN THE CONTINENTAL UNITED STATES (OR FOR CANADIAN
RESIDENTS ONLY, ON A BANK LOCATED IN CANADA) AND MADE PAYABLE TO THE GABELLI
GLOBAL MULTIMEDIA TRUST INC. WILL BE ACCEPTED. PLEASE REFERENCE YOUR RIGHTS CARD
CONTROL NUMBER ON YOUR CHECK, MONEY ORDER OR NOTICE OF GUARANTEED DELIVERY.


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         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                      NEW YORK TIME ON THE EXPIRATION DATE

CONTROL NO. _______   RIGHTS REPRESENTED BY THIS SUBSCRIPTION CERTIFICATE ______
CUSIP NO. 36239Q 109                                       ACCOUNT NO. _________

                    THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
                      SUBSCRIPTION RIGHTS FOR COMMON STOCK
           (COMPLETE APPROPRIATE SECTION ON REVERSE SIDE OF THIS FORM)

      The registered owner of this Subscription Certificate named below, or
assigns, is entitled to the number of Rights to subscribe for the Common Stock,
$.001 par value, of The Gabelli Global Multimedia Trust Inc. (the "Fund") shown
above, in the ratio of one share of Common Stock for each three Rights, pursuant
to the Primary Subscription Right and upon the terms and conditions and at the
price for each share of Common Stock specified in the Prospectus relating
thereto. The Rights represented hereby include the Over-Subscription Privilege
for Record Date Stockholders only, as described in the Prospectus. Under this
Privilege, any number of additional shares may be purchased by a Record Date
Stockholder if such shares are available and the owner's Primary Subscription
Rights have been fully exercised to the extent possible and the pro rata
allocation requirements have been satisfied. Stock certificates for the shares
subscribed for pursuant to the Primary Subscription Right will be delivered as
soon as practicable after receipt of the required completed Subscription
Certificate and after full payment has been received and cleared. Stock
certificates for the shares subscribed for pursuant to the Over-Subscription
Privilege will be delivered as soon as practicable after the Expiration Date and
after all allocations have been effected. Registered owners who are participants
in The Gabelli Global Multimedia Trust Inc. Automatic Dividend Reinvestment and
Voluntary Cash Purchase Plan will receive their primary and oversubscription
shares via an uncertificated share credit to their existing accounts. To request
a stock certificate, participants in the plan should check Box D on the reverse
side of this form. Any refund in connection with an over-subscription will be
delivered as soon as practicable after the Expiration Date and after all
allocations have been effected. The Subscription Certificate may be transferred
in the same manner and with the same effect as in the case of a negotiable
instrument payable to specific persons, by duly completing and signing the
assignment on the reverse side hereof. To subscribe pursuant to the Primary
Subscription Right or the Over-Subscription Privilege, three Rights and the
Subscription Price are required for each share of Common Stock. Payment of the
$____ per share must accompany the Subscription Certificate. See reverse side of
forms.

                                       THE GABELLI GLOBAL MULTIMEDIA TRUST INC.

                                       By:
                                          -----------------------------


                                       EQUISERVE TRUST COMPANY

                                       By:
                                          -----------------------------

<PAGE>   2
To subscribe for your primary shares please complete line "A" on the card below.

Example:

100 shares = 100 rights (100 rights will be AUTOMATICALLY rounded up to 102
rights, the nearest number of rights divisible by three)

102 rights divided by 3 = 34 primary shares

The maximum number of primary subscription shares would be 34.

                               A.   34     x   $____ = $______
                                   (No. of shares)

If you are not subscribing for your full Primary Subscription, check box "E"
below and we will attempt to sell any remaining unexercised Rights.

To subscribe for any over-subscription shares please complete line "B" below.

PLEASE NOTE: Only Record Date Stockholders who have exercised their Primary
Subscription in full may apply for shares pursuant to the Over-Subscription
Privilege.

PAYMENT OF SHARES: Full payment for both the primary and over-subscription
shares or a notice of guaranteed delivery must accompany this subscription.
Please reference your rights card control number on your check, money order or
notice of guaranteed delivery.

If the aggregate Subscription Price paid by a Record Date Stockholder is
insufficient to purchase the number of shares of Common Stock that the holder
indicates are being subscribed for, or if a Record Date Stockholder does not
specify the number of shares of Common Stock to be purchased, then the Record
Date Stockholder will be deemed to have exercised first, the Primary
Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to purchase shares of Common Stock to the full
extent of the payment rendered. If the aggregate Subscription Price paid by a
Record Date Stockholder exceeds the amount necessary to purchase the number of
shares of Common Stock for which the Record Date Stockholder has indicted an
intention to subscribe, then the Record Date Stockholder will be deemed to have
exercised first, the Primary Subscription Right (if not already fully exercised)
and second, the Over-Subscription Privilege to the full extent of the excess
payment tendered.

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               Expiration Date ________, 2000 (unless extended)

To:   EQUISERVE                       PLEASE FILL IN ALL APPLICABLE INFORMATION
      Attention: Corporate Actions

                                   By Mail:
                                 P.O. Box 9573
                             Boston, MA 02205-9573


                             By Overnight Courier:
                              40 Campanelli Drive
                              Braintree, MA 02184


                                 By Facsimile:
                                (781) 575-4826

With the original Subscription Certificate to be sent by mail, hand or
overnight courier. Confirm facsimile by telephone to (781) 575-4816


                                   By Hand:

               Securities Transfer and Reporting Services, Inc.
                                 c/o EquiServe
                           100 Williams St. Galleria
                              New York, NY 10038


A.   Primary Subscription          ________ x      $____      = $______
     (3 Rights = 1 share)          (No. of Shares)  (Purchase Price)
B.   Over-Subscription Privilege   ________ x      $____      = $______(1)
                                     (Shares)       (Purchase Price)
C.   Amount of Check Enclosed                                 = $______
     (or amount in notice of guaranteed delivery)

D.   IF YOU CURRENTLY PARTICIPATE IN THE FUND'S AUTOMATIC DIVIDEND REINVESTMENT
     AND CASH PURCHASE PLAN AND WISH TO RECEIVE A CERTIFICATE, CHECK HERE [ ]

E.   Sell any Remaining Rights[ ]

F.   Sell all of my Rights[ ]

           (1)  The Over-Subscription Privilege can be exercised only by a
                Record Date Stockholder, as described in the Prospectus, and
                only if the Rights initially issued to him are exercised to the
                fullest extent possible.

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SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of
Common Stock indicated as the total of A and B hereon upon the terms and
conditions specified in the Prospectus relating thereto, receipt of which is
acknowledged. I hereby agree that if I fail to pay for the shares of Common
Stock for which I have  subscribed,  the Fund may  exercise any of the remedies
set forth in the Prospectus.


        TO SELL:  If I have checked either the box on line E or on line F, I
authorize  the sale of Rights by the Subscription Agent according to the
procedures described in the Prospectus.

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Signature(s) of Subscriber(s)

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Address for delivery of Shares if other than shown on front

If permanent change of address, check here [ ]

Please give your telephone number: (   )
                                         ----------------------------
Please give your e-mail address:
                                 ------------------------------------

--------------------------------------------------------------------------------
SECTION 2. TO TRANSFER RIGHTS (except pursuant to E or F above):
   For value received, ________ of the Rights represented by the Subscription
   Certificate are assigned to:


--------------------------------------------------------------------------------
                         (Print Full Name of Assignee)

--------------------------------------------------------------------------------
                             (Print Full Address)

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                          Signature(s) of Assignee(s)

IMPORTANT:   The Signature(s) must correspond in every particular, without
             alteration, with the name(s) as printed on your Subscription
             Certificate.
Your signature must be guaranteed by:
   a) a commercial bank or trust company or
   b) a member firm of a domestic stock exchange or
   c) a savings bank or credit union.
Signature
         -----------------------------------------------------------------------
Guaranteed                       (Name of Bank or Firm)
By:
   -----------------------------------------------------------------------------
                       (Signature of Officer and Title)



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