Exhibit 99(k)(ii)
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THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
_______________________________________________
AUCTION AGENCY AGREEMENT
dated as of March , 2003
Relating to
Series C Auction Rate Cumulative Preferred Stock
of
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
______________________________________________
The Bank of New York,
as Auction Agent
AUCTION AGENCY AGREEMENT
This Auction Agency Agreement (this "Agreement"), dated as of
March , 2003, is between The Gabelli Global Multimedia Trust Inc. (the
"Corporation") and The Bank of New York, a New York banking corporation, as
Auction Agent (as defined below).
The Corporation proposes to issue an aggregate of 1,000 preferred
shares, par value $0.001 per share, liquidation preference $25,000 per share,
designated as Series C Auction Rate Cumulative Preferred Shares (the
"Preferred Shares"), pursuant to the Articles Supplementary (as defined
below).
The Corporation desires that the Auction Agent perform certain duties
as agent in connection with each Auction (as defined below) (in such capacity,
the "Auction Agent"), and as the transfer agent, registrar, dividend paying
agent and redemption price disbursing agent with respect to the Preferred
Shares (in such capacity, the "Paying Agent"), upon the terms and conditions
of this Agreement, and the Corporation hereby appoints The Bank of New York as
said Auction Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Corporation and the Auction Agent agree as
follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined By Reference to Articles Supplementary.
Capitalized terms not defined herein shall have the respective
meanings specified in the Articles Supplementary.
1.2 Terms Defined Herein.
As used herein and in the Settlement Procedures, each of the
following terms shall have the meaning ascribed to it below, unless the
context otherwise requires:
(a) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a Bidder.
(b) "Agreement" shall mean this Agreement.
(c) "Articles Supplementary" shall mean the Articles Supplementary
Creating and Fixing the Rights of the Series C Auction Rate Cumulative
Preferred Stock.
(d) "Auction" shall have the meaning specified in Section 2.1 hereof.
(e) "Auction Procedures" shall mean the auction procedures
constituting Article II of the Articles Supplementary as of the filing
thereof.
(f) "Authorized Officer" of the Auction Agent shall mean each Vice
President, Assistant Vice President and Assistant Treasurer of the Auction
Agent assigned to the Dealing and Trading Group of its Corporate Trust
Department and every other officer or employee of the Auction Agent designated
as an "Authorized Officer" for purposes hereof in a written communication to
the Corporation.
(g) "Broker-Dealer Agreement" shall mean each agreement between the
Auction Agent and a Broker-Dealer substantially in the form attached hereto as
Exhibit A.
(h) "Commercial Paper Dealers" shall mean (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Inc., ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
and ▇▇▇▇▇▇▇ Sachs & Co.; (ii) in lieu of any thereof, its respective affiliate
or successor; and (iii) in the event that any of the foregoing shall cease to
quote rates for commercial paper of issuers of the sort described above, in
substitution therefor, a nationally recognized dealer in commercial paper of
such issuers then making such quotations selected by the Corporation
(i) "Corporate Officer" shall mean the Chairman and Chief Executive
Officer, the President, each Vice President (whether or not designated by a
number or word or words added before or after the title "Vice President"), the
Secretary, the Treasurer, each Assistant Vice President, each Assistant
Secretary and each Assistant Treasurer of the Corporation and every other
officer or employee of the Corporation designated as a "Corporate Officer" for
purposes hereof in a notice to the Auction Agent.
(j) "Preferred Shares" shall mean the preferred shares, par value
$.001 per share, of the Corporation designated as its "Series C Auction Rate
Cumulative Preferred Shares" and bearing such further designation as to series
as the Board of Directors, as the case may be, of the Corporation or any
committee thereof shall specify.
(k) "Rate Multiple" has the meaning provided in Section 2.6.
(l) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit B.
(m) "U.S. Government Securities Dealers" has the meaning provided in
Section 2.6(a)(v).
1.3 Rules of Construction.
Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of the Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of the Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof", "herein", "hereto" and other words of similar
import refer to the Agreement as a whole.
(d) All references herein to a particular time of day shall be to New
York City time.
2. The Auction.
2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) The Board of Directors of the Corporation has adopted a
resolution appointing The Bank of New York as Auction Agent for purposes of
the Auction Procedures. The Auction Agent hereby accepts such appointment and
agrees that, on each Auction Date, it shall follow the procedures set forth in
this Section 2 and the Auction Procedures for the purpose of determining the
Applicable Rate of the Preferred Shares for any Dividend Period after the
initial Dividend Period. Each periodic operation of such procedures is
hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the
Settlement Procedures are incorporated herein by reference in their entirety
and shall be deemed to be a part hereof to the same extent as if such
provisions were fully set forth herein.
2.2 Preparation for Each Auction; Maintenance of Registry of
Beneficial Owners.
(a) Not later than seven days prior to the first Auction Date for the
Preferred Shares subject to an Auction, the Corporation shall provide the
Auction Agent with a list of the Broker-Dealers. Not later than seven days
prior to any Auction Date for the Preferred Shares for which any change in
such list of Broker-Dealers is to be effective, the Corporation will notify
the Auction Agent in writing of such change and, if any such change involves
the addition of a Broker-Dealer to such list, shall cause to be delivered to
the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement
in the form of Exhibit A signed by such Broker-Dealer; provided, however,
that if the Corporation proposes to designate any Special Dividend Period of
the Preferred Shares pursuant to Section 4 of Article I of the Articles
Supplementary, not later than 11:00 A.M. on the Business Day immediately
preceding the last Auction Date prior to the first day of such Dividend Period
or by such later time or date, or both, as may be agreed to by the Auction
Agent, the Corporation shall provide the Auction Agent with a list of the
Broker-Dealers for the Preferred Shares and a manually signed copy of each
Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement
(which Schedule A shall replace and supersede any previous Schedule A to such
Broker-Dealer Agreement) with each Broker-Dealer. The Auction Agent, as Agent
of the Corporation, shall have entered into a Broker-Dealer Agreement with
each Broker-Dealer prior to the participation of any such Broker-Dealer in any
Auction.
(b) In the event that any Auction Date for the Preferred Shares shall
be changed after the Auction Agent shall have given the notice referred to in
clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent,
by such means as the Auction Agent deems practicable, shall give notice of
such change to the Broker-Dealers not later than the earlier of 9:15 A.M. on
the new Auction Date or 9:15 A.M. on the old Auction Date.
(c) (i) The Auction Agent shall maintain a registry
of Persons that are Broker-Dealers, compiled initially on the date
hereof, and that hold Preferred Shares for purposes of Auctions. The
Auction Agent shall indicate thereon the identity of the
Broker-Dealer that submitted the most recent Order in any Auction
which resulted in such Existing Holder continuing to hold or
purchasing the Preferred Shares. The Auction Agent shall keep such
registry current and accurate based on the information provided to it
from time to time by the Broker-Dealer. The Corporation shall provide
or cause to be provided to the Auction Agent at or prior to the Date
of Original Issue of the Preferred Shares a list of the initial
Existing Holders of the Preferred Shares, the number of shares
purchased by each such Existing Holder and the respective
Broker-Dealer of each such Existing Holder or the affiliate thereof
through which each such Existing Holder purchased such shares. The
Auction Agent may rely upon, as conclusive evidence of the identities
of the Existing Holders of Preferred Shares (A) such list, (B) a list
of Holders as a result of Auctions, (C) notices from any
Broker-Dealer as described in the first sentence of Section
2.2(c)(iii) hereof and (D) the results of any procedures approved by
the Corporation that have been devised for the purpose of determining
the identities of Existing Holders in situations where Preferred
Shares may have been transferred without compliance with any
restriction on the transfer thereof set forth in the Auction
Procedures.
(ii) In the event of any partial redemption of the
Preferred Shares and the Auction Agent's receipt of written notice of
such partial redemption thereof, the Auction Agent shall, at least
two Business Days prior to the next Auction, request each
Broker-Dealer to provide the Auction Agent with a list of Persons who
such Broker-Dealer believes should remain Existing Holders after such
redemption based upon inquiries of those Persons such Broker-Dealer
believes are Beneficial Owners as a result of the most recent Auction
and with respect to each such Person, the number of Preferred Shares
such Broker-Dealer believes are owned by such Person after such
redemption. In the absence of receiving any such information from any
Broker-Dealer, the Auction Agent may continue to treat the Existing
Holders listed in its registry as the beneficial owners of the number
of Preferred Shares shown in such registry.
(iii) The Auction Agent shall be required to register
a transfer of Preferred Shares from an Existing Holder of such
Preferred Shares only if such transfer is to another Existing Holder,
or other Person if permitted by the Corporation, and only if such
transfer is made (A) pursuant to an Auction, (B) the Auction Agent
has been notified in writing (1) in a notice substantially in the
form of Exhibit B to the Broker-Dealer Agreements by a Broker-Dealer
of such transfer or (2) in a notice substantially in the form of
Exhibit C to the Broker-Dealer Agreements by the Broker-Dealer of any
Existing Holder, or other Person if permitted by the Corporation,
that purchased or sold such Preferred Shares in an Auction of the
failure of such Preferred Shares to be transferred as a result of
such Auction or (C) pursuant to procedures approved by the
Corporation that have been devised for the purpose of determining the
identities of Existing Holders in situations where Preferred Shares
may have been transferred without compliance with any restriction on
the transfer thereof set forth in the Auction Procedures. The Auction
Agent is not required to accept any such notice for an Auction unless
it is received by the Auction Agent by 3:00 P.M. on the Business Day
preceding such Auction.
(d) The Auction Agent may, but shall have no obligation to, request
the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide
the Auction Agent with a list of Persons who such Broker-Dealer believes
should be Existing Holders based upon inquiries of those Persons such
Broker-Dealer believes are Beneficial Owners as a result of the most recent
Auction and with respect to each such Person, the number of Preferred Shares
such Broker-Dealer believes to be owned by such Person. The Auction Agent
shall keep confidential such registry of Existing Holders and shall not
disclose the identities of the Existing Holders of such Preferred Shares to
any Person other than the Corporation and the Broker-Dealer that provided such
information; provided, however, that the Auction Agent reserves the right and
is authorized to disclose any such information if (a) it is ordered to do so
by a court of competent jurisdiction or a regulatory body, judicial or
quasi-judicial agency or authority having the authority to compel such
disclosure, (b) it is advised by its counsel that its failure to do so would
be unlawful or (c) failure to do so would expose the Auction Agent to loss,
liability, claim, damage or expense for which it has not received indemnity or
security satisfactory to it.
2.3 Auction Schedule.
The Auction Agent shall conduct Auctions in accordance with the
schedule set forth below. Such schedule may be changed by the Auction Agent
with the consent of the Corporation, which consent shall not be unreasonably
withheld. The Auction Agent shall give written notice of any such change to
each Broker-Dealer. Such notice shall be given prior to the close of business
on the Business Day immediately preceding the first Auction Date on which any
such change shall be effective.
Time Event
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By 9:30 A.M. Auction Agent advises the Corporation and
Broker-Dealers of (i) the applicable Maximum
Rate and (ii) when applicable, the Reference
Rate or the Treasury Index Rate, used in
determining such Maximum Rate as set forth in
Section 2.6(b)(i) hereof.
9:30 A.M. - 1:00 P.M. Auction Agent assembles information communicated
to it by Broker-Dealers as provided in Section
2(a) of the Auction Procedures. Submission
Deadline is 1:00 P.M.
Not earlier than 1:00 P.M. Auction Agent makes determinations pursuant to
Section 4(a) of the Auction Procedures.
By approximately 3:30 P.M. Auction Agent advises Corporation of results of
Auction as provided in Section 4(b) of the
Auction Procedures.
Submitted Bids and Submitted Sell Orders are
accepted and rejected in whole or in part and
Preferred Shares allocated as provided in
Section 5 of the Auction Procedures. Auction
Agent gives notice of Auction results as set
forth in paragraph (a) of the Settlement
Procedures.
The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.
2.4 Notice of Auction Results.
The Auction Agent will advise each Broker-Dealer who submitted a Bid
or Sell Order in an Auction whether such Bid or Sell Order was accepted or
rejected in whole or in part and of the Applicable Rate for the next Dividend
Period for the related Preferred Shares by telephone or through its auction
processing system as set forth in paragraph (a) of the Settlement Procedures.
2.5 Broker-Dealers.
(a) No later than 12:00 noon on each Auction Date for Preferred
Shares, the Corporation shall pay to the Auction Agent an amount in cash equal
to the aggregate fees payable to the Broker-Dealers pursuant to Section 2.8 of
the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set
forth in Section 2.8 of each such Broker-Dealer Agreement.
(b) The Corporation shall obtain the consent of the Auction Agent
prior to selecting any Person to act as a Broker-Dealer, which consent shall
not be unreasonably withheld.
(c) The Auction Agent shall terminate any Broker-Dealer Agreement as
set forth therein if so directed by the Corporation, provided that at least
one Broker-Dealer Agreement would be in effect for the Preferred Shares after
such termination.
(d) Subject to the Auction Agent's having consented to the selection
of the relevant Broker-Dealer pursuant to Section 2.5(b) hereof, the Auction
Agent shall from time to time enter into such Broker-Dealer Agreements in the
form attached hereto as Exhibit A with one or more Broker-Dealers as the
Corporation shall request, and shall enter into such schedules to any such
Broker-Dealer Agreements as the Corporation shall request.
2.6 Information Concerning Rates.
(a) If there is any change in the credit rating of Preferred Shares
by the rating agency (or substitute or successor rating agencies), referred to
in the definition of "Maximum Rate," that results in any change in the
applicable percentage of the "AA" Financial Composite Commercial Paper Rate
used to determine the Maximum Rate for Preferred Shares (the "Rate Multiple"),
the Corporation shall notify the Auction Agent in writing of such change in
the Rate Multiple prior to 12:00 noon on the Business Day prior to the next
Auction Date succeeding such change. On the date hereof the Rate Multiple is
150%. If the Corporation designates all or a portion of any dividend on
Preferred Shares to consist of net capital gains or other income taxable for
Federal income tax purposes, it will indicate, in a notice in the form of
Exhibit H hereto to the Auction Agent pursuant to Section 2.6 hereof, the Rate
Multiple to be in effect for the Auction Date on which the dividend rate for
such dividend is to be fixed. In determining the Maximum Rate on any Auction
Date, the Auction Agent shall be entitled to rely on the last Rate Multiple
for Preferred Shares of which it has most recently received notice from the
Corporation (or, in the absence of such notice, the percentage determined by
reference to the definition of Rate Multiple), except that if the Corporation
shall have notified the Auction Agent of a Rate Multiple to be in effect for
an Auction Date in accordance with the preceding sentence, the Rate Multiple
in effect for the next succeeding Auction Date shall be, unless the
Corporation notifies the Auction Agent of a change in the Rate Multiple for
such succeeding Auction Date pursuant to this Section 2.6(a), the Rate
Multiple that was in effect on the first preceding Auction Date for Preferred
Shares with respect to which the dividend, the rate for which was fixed on
such Auction Date, did not include any net capital gain or other income
taxable for Federal income tax purposes.
On each Auction Date, the Auction Agent shall determine the Maximum
Rate. Not later than 9:30 A.M. on each Auction Date the Auction Agent shall
notify the Corporation and the Broker-Dealers of the Maximum Rate and the "AA"
Financial Composite Commercial Paper Rate and Treasury Index Rate, as the case
may be, used to make such determination.
2.7 Designation of Special Dividend Period.
(a) No designation is necessary for a Standard Dividend Period, which
shall last seven calendar days.
(b) Pursuant to the Articles Supplementary, the Corporation may, at
its option, designate a Special Dividend Period for the Preferred Shares in
the manner described in Section 4 of Article I of the Articles Supplementary.
(i) If the Board of Directors proposes to designate
any Dividend Period as a Special Dividend Period, (A) the Corporation
shall deliver to the Auction Agent a notice of such proposed Special
Dividend Period in the form of Exhibit C hereto not less than seven
Business Days (or two Business Days in the event the duration of the
Dividend Period prior to the Special Dividend Period is less than
eight Business Days) nor more than 30 Business Days prior to the
first day of the Special Dividend Period and (B) the Auction Agent on
behalf of the Corporation shall deliver such notice by first-class
mail, postage prepaid, to each Existing Holder of Preferred Shares at
the address set forth for such Existing Holder in the records of the
Auction Agent and to the Broker-Dealers as promptly as practicable
after its receipt of such notice from the Corporation.
(ii) If the Corporation determines to designate such
Dividend Period as a Special Dividend Period, (A) the Corporation
shall deliver to the Auction Agent a notice of such determination in
the form of Exhibit D hereto not later than 3:00 P.M. on the second
Business Day immediately preceding the first day of such proposed
Special Dividend Period and (B) the Auction Agent shall deliver such
notice to the Broker-Dealers promptly on such second Business Day.
(iii) If the Corporation shall deliver to the Auction
Agent a notice not later than 3:00 P.M. on the second Business Day
immediately preceding the first day of such proposed Special Dividend
Period stating that the Corporation has determined not to exercise
its option to designate such Dividend Period as a Special Dividend
Period, in the form of Exhibit E hereto, or shall fail to timely
deliver either such notice or a notice in the form of Exhibit D
hereto, the Auction Agent shall deliver a notice in the form of
Exhibit E hereto to the Broker-Dealers promptly on such second
Business Day. If the Corporation fails to deliver either such notice
provided in this Section 2.7(b) hereof by 3:00 P.M., the Corporation
shall be deemed to have delivered a notice to the Auction Agent with
respect to such Dividend Period to the effect set forth in this
Section 2.7(b)(iii), thereby resulting in a Standard Dividend Period.
Such change in the length of any Dividend Period shall not occur if
(1) an Auction for Preferred Shares shall not be held on such Auction Date for
any reason or (2) an Auction for Preferred Shares shall be held on such
Auction Date but Sufficient Clearing Bids for Preferred Shares shall not exist
in such Auction.
2.8 Default.
In the event the Fund fails to deliver amounts to the Auction Agent
in accordance with the Articles Supplementary, all amounts payable by the Fund
with respect to such Default, or Default which has been cured, will be
delivered to the Auction Agent as set forth in the Articles Supplementary.
2.9 Ownership of Shares of Preferred Shares.
Neither the Corporation nor any affiliate of the Corporation shall
submit any Order in any Auction for Preferred Shares, except as set forth in
the next sentence. Any Broker-Dealer that is an affiliate of the Corporation
may submit Orders in Auctions, but only if such Orders are not for its own
account. For purposes of this Section 2.9, a Broker-Dealer shall not be deemed
to be an affiliate of the Corporation solely because one or more of the
directors or executive officers of such Broker-Dealer or of any Person
controlled by, in control of or under common control with such Broker-Dealer
is also a director of the Corporation. The Auction Agent shall have no duty or
liability with respect to the enforcement or otherwise of this Section 2.9.
2.10 Intentionally Omitted.
2.11 Access to and Maintenance of Auction Records.
The Auction Agent shall afford to the Corporation, its agents,
independent public accountants and counsel and the Broker-Dealers, access at
reasonable times during normal business hours to review and make extracts or
copies of all books, records, documents and other information concerning the
conduct and results of Auctions (at no cost to the Auction Agent), provided
that any such agent, accountant, counsel or Broker-Dealer shall furnish the
Auction Agent with a letter from the Corporation requesting that the Auction
Agent afford such person access. The Auction Agent shall maintain records
relating to any Auction for a period of six years after such Auction, and such
records shall, in reasonable detail, accurately and fairly reflect the actions
taken by the Auction Agent hereunder.
3. The Auction Agent as Dividend and Redemption Price Disbursing Agent.
The Auction Agent, as dividend and redemption price disbursing agent,
shall pay to the Holders of Preferred Shares (i) on each Dividend Payment
Date, dividends on the Preferred Shares, (ii) on any date fixed for redemption
of Preferred Shares, the Redemption Price of the Preferred Shares called for
redemption and (iii) any late charge related to any payment of dividends or
Redemption Price, in each case after receipt of the necessary funds from the
Corporation with which to pay such dividends, Redemption Price or late charge.
The amount of dividends for any Dividend Period to be paid by the Auction
Agent to the Holders of Preferred Shares will be determined by the Corporation
as set forth in Section 2 of Article I of the Articles Supplementary. The
Redemption Price of any shares to be paid by the Auction Agent to the Holders
will be determined by the Corporation as set forth in Section 3 of Article I
of the Articles Supplementary. The Corporation shall notify the Auction Agent
in writing of a decision to redeem Preferred Shares at least one Business Day
prior to the date a notice of redemption is required to be mailed to the
Holders of the shares to be redeemed by paragraph (b) of Section 3 of Article
I of the Articles Supplementary and shall notify the Auction Agent in writing
on or prior to the 10th day preceding a Mandatory Redemption Date. Such notice
by the Corporation to the Auction Agent shall contain the information required
by paragraph (b) of Section 3 of Article I of the Articles Supplementary to be
stated in the notice of redemption required to be mailed by the Corporation to
such Holders.
4. The Auction Agent as Transfer Agent and Registrar.
4.1 Issue of Stock or Shares Certificates.
Upon the Date of Original Issue of Preferred Shares, one or more
certificates representing all of the Preferred Shares issued on such date
shall be issued by the Corporation and, at the request of the Corporation,
registered in the name of Cede & Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares.
Preferred Shares shall be registered solely in the name of the
Securities Depository or its nominee.
4.3 Removal of Legend on Restricted Shares.
All requests for removal of legends on Preferred Shares indicating
restrictions on transfer shall be accompanied by an opinion of counsel stating
that such legends may be removed and such shares freely transferred, such
opinion to be delivered under cover of a letter from a Corporate Officer
authorizing the Auction Agent to remove the legend on the basis of said
opinion.
4.4 Lost Stock or Share Certificates.
The Auction Agent shall issue and register replacement certificates
for certificates represented to have been lost, stolen or destroyed upon the
fulfillment of such requirements as shall be deemed appropriate by the
Corporation and the Auction Agent, subject at all times to provisions of law,
the By-Laws of the Corporation governing such matters and resolutions adopted
by the Corporation with respect to lost securities. The Auction Agent shall
not have any liability for loss incurred by the Corporation or by any other
person as a result of the receipt or acceptance of fraudulent, forged or
invalid certificates or securities (or certificates or securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market). The Auction Agent may issue new certificates in exchange for
and upon the cancellation of mutilated certificates. Any request by the
Corporation to the Auction Agent to issue a replacement or new certificate
pursuant to this Section 4.4 shall be deemed to be a representation and
warranty by the Corporation to the Auction Agent that such issuance will
comply with such provisions of law and the By-Laws and resolutions of the
Corporation.
4.5 Disposition of Cancelled Certificates; Record Retention.
The Auction Agent shall retain all stock or share certificates which
have been cancelled in transfer or exchange and all accompanying documentation
in accordance with applicable rules and regulations of the Securities and
Exchange Commission for two calendar years. The Corporation shall also
undertake to furnish to the Securities and Exchange Commission and to the
Board of Governors of the Federal Reserve System, upon demand, at either the
principal office or at any regional office, complete, correct and current hard
copies of any and all such records.
4.6 Stock or Record Books.
For so long as the Auction Agent is acting as the transfer agent for
Preferred Shares pursuant to this Agreement, it shall maintain a stock or
record book containing a list of the Holders of the Preferred Shares. In case
of any request or demand for the inspection of the stock or record books of
the Corporation or any other books in the possession of the Auction Agent, the
Auction Agent will notify the Corporation and secure instructions as to
permitting or refusing such inspection; provided, however, the Auction Agent
shall allow inspection of such books and records in its possession without the
consent of the Corporation by its lawyers, accountants, regulators, auditors
and other parties the Auction Agent deems necessary in order to carry out the
normal operation of its business. The Auction Agent reserves the right,
however, to exhibit the stock or record books or other books to any Person if
(a) it is ordered to do so by a court of competent jurisdiction or a
regulatory body, judicial or quasi-judicial agency or authority having the
authority to compel such disclosure, (b) it is advised by its counsel that its
failure to do so would be unlawful or (c) failure to do so would expose the
Auction Agent to loss, liability, claim, damage or expense for which it has
not received indemnity or security satisfactory to it.
4.7 Return of Funds.
Any funds deposited with the Auction Agent hereunder by the
Corporation for any reason, including but not limited to redemption of
Preferred Shares, that remain unpaid after ninety days shall be repaid to the
Corporation upon the written request of the Corporation.
5. Representations and Warranties.
5.1 Representations and Warranties of the Corporation
The Corporation represents and warrants to the Auction Agent that:
(a) the Corporation is duly organized and existing business
Corporation in good standing under the laws of the State of its incorporation
and has full corporate power or all requisite power to execute and deliver the
Agreement and to authorize, create and issue the Preferred Shares, and the
Preferred Shares when issued, will be duly authorized, validly issued, fully
paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and
delivered by the Corporation and constitutes the legal, valid and binding
obligation of the Corporation;
(c) the form of the certificate evidencing the Preferred Shares
complies or will comply with all applicable laws of the State of its
incorporation;
(d) when issued, the Preferred Shares will have been duly registered
under the Securities Act of 1933, as amended, and no further action by or
before any governmental body or authority of the United States or of any state
thereof is required in connection with the execution and delivery of this
Agreement or will have been required in connection with the issuance of
Preferred Shares;
(e) the execution and delivery of this Agreement and the issuance and
delivery of the Preferred Shares do not and will not conflict with, violate or
result in a breach of, the terms, conditions or provisions of, or constitute a
default under, the Articles of Amendment and Restatement (as amended) or the
By-Laws of the Corporation, any law or regulation, any order or decree of any
court or public authority having jurisdiction, or any mortgage, indenture,
contract, agreement or undertaking to which the Corporation is a party or by
which it is bound the effect of which conflict, violation, default or breach
would be material to the Corporation or the Corporation and its subsidiaries
taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of this
Agreement or the issuance of the Preferred Shares.
5.2 Representations and Warranties of the Auction Agent.
The Auction Agent represents and warrants to the Corporation that:
(a) The Auction Agent is duly organized and is validly existing as a
banking corporation in good standing under the laws of the State of New York
and has the corporate power to enter into and perform its obligations under
this Agreement; and
(b) this Agreement has been duly and validly authorized, executed and
delivered by the Auction Agent and constitutes the legal, valid and binding
obligation of the Auction Agent, enforceable against the Auction Agent in
accordance with its terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and to general equitable principles.
6. The Auction Agent.
6.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Corporation
hereunder and owes no fiduciary duties to any Person except if provided by
this Agreement.
(b) The Auction Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the Auction
Agent.
(c) In the absence of gross negligence or willful misconduct on its
part, the Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its
duties under the Agreement. The Auction Agent shall not be liable for any
error of judgment resulting from the use or reliance on a source of
information used in good faith unless the Auction Agent shall have been
grossly negligent in the determination, calculation or declaration thereunder.
The Auction Agent shall not be liable for any error of judgment made in good
faith unless the Auction Agent shall have been grossly negligent in
ascertaining (or failing to ascertain) the pertinent facts.
6.2 Rights of the Auction Agent.
(a) The Auction Agent may conclusively rely and shall be fully
protected in acting or refraining from acting upon any communication
authorized hereby and upon any written instruction, notice, request,
direction, consent, report, certificate, share certificate or other
instrument, paper or document believed in good faith by it to be genuine. The
Auction Agent shall not be liable for acting upon any telephone communication
authorized hereby which the Auction Agent believes in good faith to have been
given by the Corporation or by a Broker-Dealer. The Auction Agent may record
telephone communications with the Corporation or with the Broker-Dealers or
both.
(b) The Auction Agent may consult with counsel of its choice and the
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend or
risk its own funds or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder.
(d) The Auction Agent may perform its duties and exercise its rights
hereunder either directly or by or through agents or attorneys and shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder.
(e) The Auction Agent shall not be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation strikes, work stoppages, acts
of war or terrorism, insurrection, revolution, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions or utilities,
communications or computer (software and hardware) services, it being
understood that the Auction Agent shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.
(f) The Auction Agent shall not be: (i) required to, and does not,
make any representations or have any responsibilities as to the validity,
accuracy, value or genuineness of any signatures or endorsements, other than
its own; (ii) obligated to take any legal action hereunder that might, in its
judgment, involve any expense or liability, unless it has been furnished with
indemnity satisfactory to the Auction Agent; and (iii) responsible for or
liable in any respect on account of the identity, Corporation or rights of any
Person (other than itself and its agents and attorneys) executing or
delivering or purporting to execute or deliver any document under this
Agreement or any Broker-Dealer Agreement.
6.3 Compensation, Expenses and Indemnification.
(a) The Corporation shall pay the Auction Agent an annual fee as
compensation for all services rendered by it under this Agreement and the
Broker-Dealer Agreements as the Corporation and the Auction Agent have agreed
to from time to time.
(b) The Corporation shall reimburse the Auction Agent upon its
request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by the Auction Agent in accordance with any provision of this
Agreement and the Broker-Dealer Agreements (including the compensation and the
reasonable expenses and disbursements of its agents and counsel), except any
expense or disbursement attributable to its gross negligence or willful
misconduct. In no event shall the Auction Agent be responsible or liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit), even if the Auction Agent has
been advised of the likelihood of such loss or damage and regardless of the
form of action.
(c) To the extent, if any, that a court of competent jurisdiction
would enforce such agreement as not contrary to law or public policy, the
Corporation hereby agrees to keep fully indemnified, on an after-tax basis,
the Auction Agent (in its capacity as Auction Agent and, if applicable, in its
capacity as transfer agent, registrar, dividend paying agent and redemption
price disbursing agent and any other capacity contemplated by this Agreement)
and its officers, directors, employees and agents for and hold them harmless
against any loss, liability or expense incurred without gross negligence or
willful misconduct on their part, arising out of or in connection with this
Agreement and any Broker-Dealer Agreements, including the costs and expenses
of defending itself against any such claim or liability in connection with its
exercise or performance of any of its rights or duties hereunder and
thereunder (which costs and expenses include the costs and expenses of the
enforcement of this provision).
(d) The Auction Agent, in any of its various capacities, shall hold
funds uninvested unless otherwise directed by the Corporation. In the event
the Corporation directs the Auction Agent to invest funds in money market
accounts or other investments agreed upon between the Auction Agent and the
Fund, amounts of interest accrued to such invested funds will be returned to
the Fund.
6.4 Auction Agent's Disclaimer.
The Auction Agent makes no representation as to the validity or
adequacy of the Agreement, the Broker-Dealer Agreements or the Preferred
Shares except that the Auction Agent hereby represents that this Agreement has
been duly authorized, executed and delivered by the Auction Agent and
constitutes a legal and binding obligation of the Auction Agent.
7. Miscellaneous.
7.1 Term of Agreement.
(a) The term of this Agreement is unlimited unless it shall be
terminated as provided in this Section 7.1. The Corporation may terminate this
Agreement at any time by so notifying the Auction Agent, provided that the
Corporation has entered into an agreement in substantially the form of the
Agreement with a successor Auction Agent. The Auction Agent may terminate this
Agreement upon written notice to the Corporation on the date specified in such
notice, which date shall be no earlier than 30 days after the date of delivery
of such notice.
(b) Except as otherwise provided in this paragraph (b), the
respective rights and duties of the Corporation and the Auction Agent under
this Agreement with respect to the Preferred Shares shall cease upon
termination of the Agreement. The Corporation's representations, warranties,
covenants and obligations to the Auction Agent under Sections 5 and 6.3 hereof
shall survive the termination of the Agreement. Upon termination of this
Agreement, the Auction Agent shall, at the Corporation's request, promptly
deliver to the Corporation copies of all books and records maintained by it
with respect to Preferred Shares in connection with its duties hereunder.
7.2 Communications.
Except for (a) communications authorized to be by telephone pursuant
to this Agreement or the Auction Procedures and (b) communications in
connection with Auctions (other than those expressly required to be in
writing), all notices, requests and other communications to any party
hereunder shall be in writing (including telecopy or similar writing) and
shall be given to such party, addressed to it, at its address or telecopy
number set forth below:
If to the Corporation, The Gabelli Global Multimedia Trust Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Telecopier No.: 914-921-5100
If to the Auction Agent, The Bank of New York
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Each such notice, request or communication shall be effective when
delivered at the address specified herein. Communications shall be given on
behalf of the Corporation by a Corporate Officer and on behalf of the Auction
Agent by telephone (confirmed by telecopy or in writing) by an Authorized
Officer.
7.3 Entire Agreement.
This Agreement contains the entire agreement between the parties
relating to, and superseding any prior agreement between the parties relating
to, the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or
implied, between the parties relating to the subject matter hereof except for
agreements relating to the compensation of the Auction Agent.
7.4 Benefits.
Nothing herein, express or implied, shall give to any Person, other
than the Corporation, the Auction Agent and their respective successors and
assigns, any benefit of any legal or equitable right, remedy or claim
hereunder.
7.5 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to
be charged.
(b) Failure of either party hereto to exercise any right or remedy
hereunder in the event of a breach hereof by the other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.
7.6 Successors and Assigns.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and assigns of each of the
Corporation and the Auction Agent.
7.7 Severability.
If any clause, provision or section hereof shall be ruled invalid or
unenforceable by any court of competent jurisdiction, the invalidity or
unenforceability of such clause, provision or section shall not affect any of
the remaining clauses, provisions or sections hereof.
7.8 Disclosure of Information.
The Auction Agent agrees that it will not disclose or use any "non-
public personal information" about the Corporation's shareholders other than
such uses or disclosures as are permitted by Regulation S-P under Section 504
of the Gramm ▇▇▇▇▇ ▇▇▇▇▇ Act ("Regulation S-P"). "Nonpublic personal
information" about a shareholder shall mean: (a) personally identifiable
financial information; (b) any list, description, or other grouping of
consumers that is derived from using any personally identifiable information
that is not publically available; and (c) any other information that a
customer or the Transfer Agent is prohibited from using or disclosing pursuant
to Regulation S-P.
7.9 Governing Law; Jurisdiction; and Waiver of Trial by Jury.
This Agreement shall be governed by, and interpreted and construed in
accordance with, the substantive law of the State of New York. The parties
agree that all actions and proceedings arising out of this Agreement or any
transactions contemplated hereby shall be brought in the State of New York
and, in connection with any such action or proceeding, submit to the
jurisdiction of, and venue in, such State. Each of the parties hereto also
irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim arising out of this agreement or the transaction contemplated
hereby.
THE GABELLI CONVERTIBLE AND
INCOME SECURITIES FUND INC.
________________________________
By: Name
Title
THE BANK OF NEW YORK
________________________________
By: Name
Title
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
Exhibit B
SETTLEMENT PROCEDURES
The following summary of Settlement Procedures sets forth the
procedures expected to be followed in connection with the settlement of each
Auction and will be incorporated by reference in the Auction Agency Agreement
and each Broker-Dealer Agreement. Nothing contained in this Exhibit B
constitutes a representation by the Corporation that in each Auction each
party referred to herein will actually perform the procedures described herein
to be performed by such party.
(a) By approximately 3:00 p.m., New York City time, on each Auction
Date, the Auction Agent shall notify by telephone or through its auction
processing system the Broker-Dealers that participated in the Auction held on
such Auction Date and submitted an order on behalf of any Existing Holder or
Potential Holder of:
(i) the Applicable Rate fixed for the next succeeding Dividend
Period;
(ii) whether Sufficient Clearing Bids existed for the
determination of the Applicable Rate;
(iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
submitted a Bid or Sell Order on behalf of an Existing Holder, the
number of shares, if any, of Preferred Shares to be sold by such
Existing Holder;
(iv) if such Broker-Dealer (a "Buyer's Broker-Dealer")
submitted a Bid on behalf of a Potential Holder, the number of
shares, if any, of Preferred Shares to be purchased by such Potential
Holder;
(v) if the aggregate number of Preferred Shares to be sold by
all Existing Holders on whose behalf such Broker-Dealer submitted a
Bid or a Sell Order exceeds the aggregate number of Preferred Shares
to be purchased by all Potential Holders on whose behalf such
Broker-Dealer submitted a Bid, the name or names of one or more
Buyer's Broker-Dealers (and the name of the Agent Member with the
Securities Depository, if any, of each such Buyer's Broker-Dealer)
acting for one or more purchasers of such excess number of Preferred
Shares and the number of such shares to be purchased from one or more
Existing Holders on whose behalf such Broker-Dealer acted by one or
more Potential Holders on whose behalf each of such Buyer's
Broker-Dealers acted;
(vi) if the aggregate number of Preferred Shares to be
purchased by all Potential Holders on whose behalf such Broker-
Dealer submitted a Bid exceeds the aggregate number of Preferred
Shares to be sold by all Existing Holders on whose behalf such
Broker-Dealer submitted a Bid or a Sell Order, the name or names of
one or more Seller's Broker Dealers (and the name of the Agent
Member, if any, of each such Seller's Broker-Dealer) acting for one
or more sellers of such excess number of Preferred Shares and the
number of such shares to be sold to one or more Potential Holders on
whose behalf such Broker-Dealer acted by one or more Existing Holders
on whose behalf each of such Seller's Broker-Dealers acted; and
(vii) the Auction Date of the next succeeding Auction with
respect to the Preferred Shares.
(b) On each Auction Date, each Broker-Dealer that submitted an Order
on behalf of any Existing Holder or Potential Holder shall:
(i) in the case of a Broker-Dealer that is a Buyer's
Broker-Dealer, instruct each Potential Holder on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part,
to instruct such Potential Holder's Agent Member to pay to such
Broker-Dealer (or its Agent Member) through the Securities Depository
the amount necessary to purchase the number of Preferred Shares to be
purchased pursuant to such Bid against receipt of such shares and
advise such Potential Holder of the Applicable Rate for the next
succeeding Dividend Period;
(ii) in the case of a Broker-Dealer that is a Seller's
Broker-Dealer, instruct each Existing Holder on whose behalf such
Broker-Dealer submitted a Sell Order that was accepted, in whole or
in part, to instruct such Existing Holder's Agent Member to deliver
to such Broker-Dealer (or its Agent Member) through the Securities
Depository the number of Preferred Shares to be sold pursuant to such
Order against payment therefor and advise any such Existing Holder
that will continue to hold Preferred Shares of the Applicable Rate
for the next succeeding Dividend Period;
(iii) advise each Existing Holder on whose behalf such
Broker-Dealer submitted a Hold Order of the Applicable Rate for the
next succeeding Dividend Period;
(iv) advise each Existing Holder on whose behalf such
Broker-Dealer submitted an Order of the Auction Date for the next
succeeding Auction; and
(v) advise each Potential Holder on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part,
of the Auction Date for the next succeeding Auction.
(c) On the basis of the information provided to it pursuant to (a)
above, each Broker-Dealer that submitted a Bid or a Sell Order on behalf of a
Potential Holder or an Existing Holder shall, in such manner and at such time
or times as in its sole discretion it may determine, allocated any funds
received by it pursuant to (b)(i) above and any Preferred Shares received by
it pursuant to (b)(ii) above among the Potential Holders, if any, on whose
behalf such Broker-Dealer submitted Bids, the Existing Holders, if any, on
whose behalf such Broker-Dealer submitted Bids that were accepted or Sell
Orders, and any Broker-Dealer or Broker-Dealers identified to it by the
Auction Agent pursuant to (a)(v) or (a)(vi) above.
(d) On each Auction Date:
(i) each Potential Holder and Existing Holder shall instruct
its Agent Member as provided in (b)(i) or (ii) above, as the case may
be;
(ii) each Seller's Broker-Dealer which is not an Agent Member
of the Securities Depository shall instruct its Agent Member to (A)
pay through the Securities Depository to the Agent Member of the
Existing Holder delivering shares to such Broker-Dealer pursuant to
(b)(ii) above the amount necessary to purchase such shares against
receipt of such shares, and (B) deliver such shares through the
Securities Depository to a Buyer's Broker-Dealer (or its Agent
Member) identified to such Seller's Broker-Dealer pursuant to (a)(v)
above against payment therefor; and
(iii) each Buyer's Broker-Dealer which is not an Agent Member
of the Securities Depository shall instruct its Agent Member to (A)
pay through the Securities Depository to a Seller's Broker-Dealer (or
its Agent Member) identified pursuant to (a) (vi) above the amount
necessary to purchase the shares to be purchased pursuant to (b) (i)
above against receipt of such shares, and (B) deliver such shares
through the Securities Depository to the Agent Member of the
purchaser thereof against payment therefor.
(e) On the day after the Auction Date:
(i) each Bidder's Agent Member referred to in (d) (i) above
shall instruct the Securities Depository to execute the transactions
described under (b) (i) or (ii) above, and the Securities Depository
shall execute such transactions;
(ii) each Seller's Broker-Dealer or its Agent Member shall
instruct the Securities Depository to execute the transactions
described in (d) (ii) above, and the Securities Depository shall
execute such transactions; and
(iii) each Buyer's Broker-Dealer or its Agent Member shall
instruct the Securities Depository to execute the transactions
described in (d) (iii) above, and the Securities Depository shall
execute such transactions.
(f) If an Existing Holder selling Preferred Shares in an Auction
fails to deliver such shares (by authorized book-entry), a Broker-Dealer may
deliver to the Potential Holder on behalf of which it submitted a Bid that was
accepted a number of whole Preferred Shares that is less than the number of
shares that otherwise was to be purchased by such Potential Holder. In such
event, the number of Preferred Shares to be so delivered shall be determined
solely by such Broker-Dealer. Delivery of such lesser number of shares shall
constitute good delivery. Notwithstanding the foregoing terms of this
paragraph (f), any delivery or non-delivery of shares which shall represent
any departure from the results of an Auction, as determined by the Auction
Agent, shall be of no effect unless and until the Auction Agent shall have
been notified of such delivery or non-delivery in accordance with the
provisions of the Auction Agency Agreement and the Broker-Dealer Agreements.
EXHIBIT C
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
NOTICE OF PROPOSED CHANGE OF
LENGTH OF DIVIDEND PERIOD OF
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
The Gabelli Global Multimedia Trust Inc. (the "Corporation") may
exercise its option to designate the Dividend Period of its Preferred Shares
commencing [the first day of the Special Dividend Period] as a Special
Dividend Period.
By 3:00 P.M., New York City time, on the second Business Day
preceding the first day of such proposed Special Dividend Period, the
Corporation will notify ___________________ of either (a) its determination to
exercise such option, designating the length of such Special Dividend Period
or (b) its determination not to exercise such option.
THE GABELLI GLOBAL MULTIMEDIA
TRUST INC.
_________________________________
Dated: __________, 20__
EXHIBIT D
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
NOTICE OF CHANGE OF LENGTH OF DIVIDEND PERIOD
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that (the "Corporation") has determined to
designate the Dividend Period of its Preferred Shares commencing on [the first
day of the Special Dividend Period] as a Special Dividend Period.
Capitalized terms not defined herein shall have the respective
meanings specified in the Articles Supplementary or Auction Agency Agreement,
as the case may be.
The Special Dividend Period will be __________ calendar days.
The Auction Date for the Special Dividend Period is the Business Day
immediately preceding the first day of such Special Dividend Period.
As a result of the Special Dividend Period designation, the amount of
dividends payable on Preferred Shares during the Special Dividend Period will
be based on a 360-day year.
The Special Dividend Period shall not commence if (a) an Auction for
Preferred Shares shall not be held on such Auction Date for any reason or (b)
an Auction for Preferred Shares shall be held on such Auction Date but
Sufficient Clearing Bids for such shares shall not exist in such Auction.
The scheduled Dividend Payment Dates for the Preferred Shares during
such Special Dividend Period will be _________________________.
[Special Redemption Provisions, if any]
THE GABELLI GLOBAL MULTIMEDIA
TRUST INC.
_________________________________
Dated: __________, 20__
EXHIBIT E
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
NOTICE OF DETERMINATION NOT TO CHANGE
LENGTH OF DIVIDEND PERIOD OF
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The Gabelli Global Multimedia Trust Inc.
(the "Corporation") has determined not to exercise its option to designate a
Special Dividend Period of its Preferred Shares and the next succeeding
Dividend Period will be a Standard Dividend Period of seven calendar days.
THE GABELLI GLOBAL MULTIMEDIA
TRUST INC.
______________________________
Dated: __________, 20___
EXHIBIT F
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
NOTICE OF CURE OF DEFAULT ON
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The Gabelli Global Multimedia Trust Inc.
(the "Corporation") has cured its Default and paid the applicable late charge
with respect to its Preferred Shares. The next Auction Date for the Preferred
Shares is scheduled to be on _________________, 20___.
THE GABELLI GLOBAL MULTIMEDIA
TRUST INC.
________________________________
Dated: __________, 20___
EXHIBIT G
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
NOTICE OF CURE OF DEFAULT ON
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The Gabelli Global Multimedia Trust Inc.
(the "Corporation") has cured its Default and paid the applicable late charge
with respect to its Preferred Shares. The next Auction Date for the Preferred
Shares is scheduled to be on _________________, 20___.
THE GABELLI GLOBAL MULTIMEDIA
TRUST INC.
______________________________
Dated: __________, 20___
EXHIBIT H
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable on
________________, 20____ for The Gabelli Global Multimedia Trust's Preferred
Shares will be determined by the Auction to be held on _______________, 20___.
Up to [$ A ](2) [$ B ](3) per share of the dividend payable on such date as
determined by such Auction will consist of [capital gains](2) [ordinary income
taxable for Federal income tax purposes](3). If the dividend amount payable on
such date as determined by such Auction is less than [$ A ](2) [$ B ](3) per
share, the entire amount of the dividend will consist of [capital gains](2)
[ordinary income taxable for Federal income tax purposes](3). [To the extent
such dividend amount exceeds [$ A ] per share, any excess up to [$ B ] per
share will consist of ordinary income taxable for Federal income tax
purposes.](4) Accordingly, the aforementioned composition of the dividend
payable on _______________, 20___ should be considered in determining Orders
to be submitted with respect to the Auction to be held on ________________,
20__. The Rate Multiple in effect for such Auction will be ____%.
THE GABELLI GLOBAL
MULTIMEDIA TRUST INC.
_________________
(1) Include language with respect to capital gains, taxable ordinary
income or both, depending on the character of the designation to be made with
respect to the dividend(s).
(2) Include bracketed material if a portion of the dividend will be
designated capital gains.
(3) Include bracketed material if a portion of the dividend will be
designated ordinary income taxable for Federal income tax purposes and no
portion of the dividend will be designated capital gains.
(4) Include bracketed material if a portion of the dividend will be
designated capital gains and a portion will be designated ordinary income
taxable for Federal income tax purposes.
A = the maximum amount of capital gains allocated to the Preferred Shares to
be included in such dividend, divided by the number of Preferred Shares.
B = the maximum amount of ordinary income taxable for Federal income tax
purposes allocated to the Preferred Shares to be included in such dividend,
divided by the number of preferred shares.