SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
The Gabelli Equity Trust Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
One Corporate Center The Gabelli Equity Trust Inc.
Rye, NY 10580-1434
Tel. (914) 921-5070
Fax (914) 921-5118
http://www.gabelli.com
[email protected]
April 7, 1998
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of the Gabelli Equity Trust, which will be held at 9:30 a.m. on Monday, May 11,
1998, at the Cole Auditorium, Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut.
At the Annual Meeting, one of the proposals shareholders will be asked
to vote upon is a proposal to ratify authority to issue senior securities.
At the 1997 Annual Meeting, your Board of Directors recommended and
you, the Trust's shareholders, approved a resolution that allows us to issue
senior securities, to the extend described in the accompanying Proxy Statement.
Your Board believes that the ability to issue senior securities, especially in
an environment of historically low interest rates, is in the best interests of
the Trust's shareholders.
The Trust is now being sued by a shareholder who owns 6,642 shares,
whose goal is to block us from issuing preferred stock. We believe the Trust
will benefit from the issuance of preferred stock and at the same time avoid the
drain on the Trust's resources caused by this misguided lawsuit. Your Board
believes this is beneficial to you as a common shareholder and believes your
favorable vote would reconfirm that you want to give your Board the authority to
act in your interest and to issue preferred stock. While the Board hopes this
will end the current litigation, at a minimum it sends a clear signal that the
shareholders have spoken again.
THE BOARD OF DIRECTORS OF THE EQUITY TRUST, INCLUDING EACH OF THE
"NON-INTERESTED" DIRECTORS, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE PROPOSAL TO RATIFY AUTHORITY TO ISSUE PREFERRED STOCK.
It is extremely important that your shares be represented at the Annual
Meeting whether or not you are able to attend in person. Accordingly, please
complete, sign and date the accompanying proxy card promptly and return it in
the enclosed prepaid envelope. Alternatively, you may vote by telephone, by
calling 1-800-454-8683, or over the Internet by logging on to www.proxyvote.com.
Thank you for the confidence you have placed in the Gabelli Equity
Trust. We appreciate your prompt attention.
Sincerely,
Mario J. Gabelli
Chairman, President and
Chief Investment Officer
<PAGE>
The Gabelli Equity Trust Inc.
One Corporate Center
Rye, New York 10580-1434
(914) 921-5070
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 11, 1998
-------------
To the Shareholders of
THE GABELLI EQUITY TRUST INC.
Notice is hereby given that the Annual Meeting of Shareholders of The
Gabelli Equity Trust Inc. (the "Equity Trust") will be held at the Cole
Auditorium, Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 11, 1998, at 9:30 a.m., for the following
purposes:
1. To elect four (4) Directors of the Equity Trust (Proposal 1);
2. To ratify the selection of Price Waterhouse LLP as the
independent accountants of the Equity Trust for the year
ending December 31, 1998 (Proposal 2);
3. To ratify authority to issue senior securities (Proposal 3); and
4. To consider and vote upon such other matters as may properly
come before said Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 2, 1998, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
EQUITY TRUST. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU
PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED
STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
INSIDE COVER.
By Order of the Directors
JAMES E. MCKEE
Secretary
April ___, 1998
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Equity Trust involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy
card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration.
3. All Other Accounts: The capacity of the individuals signing
the proxy card should be indicated unless it is reflected in
the form of registration. For example:
<TABLE>
<CAPTION>
<S> <C> <C>
Registration Valid Signature
Corporate Accounts
(1) ABC Corp............................................ABC Corp.
(2) ABC Corp............................................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer......................... John Doe
(4) ABC Corp., Profit Sharing Plan...................... John Doe, Trustee
Trust Accounts
(1) ABC Trust........................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78.................................. Jane Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA................... John B. Smith
(2) John B. Smith....................................... John B. Smith, Jr., Executor
</TABLE>
<PAGE>
THE GABELLI EQUITY TRUST INC.
---------
ANNUAL MEETING OF SHAREHOLDERS
May 11, 1998
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Directors of The Gabelli Equity Trust Inc. (the "Equity
Trust") for use at the Annual Meeting of Shareholders of the Equity Trust to be
held on Monday, May 11, 1998, at 9:30 a.m., at the Cole Auditorium, Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut, and at any
adjournments thereof (the "Meeting"). A Notice of Meeting of Shareholders and a
proxy card accompany this Proxy Statement.
In addition to the solicitation of Proxies by mail, officers of the
Equity Trust and officers and regular employees of Boston EquiServe, the Equity
Trust's transfer agent, affiliates of Boston EquiServe or other representatives
of the Equity Trust also may solicit proxies by telephone, telegraph or in
person. In addition, the Equity Trust has retained Georgeson and Company Inc. to
assist in the solicitation of Proxies for a minimum fee of $6,000 plus
reimbursement of expenses. The costs of solicitation and the expenses incurred
in connection with preparing the Proxy Statement and its enclosures will be paid
by the Equity Trust. The Equity Trust will reimburse brokerage firms and others
for their expenses in forwarding solicitation materials to the beneficial owners
of shares. The Equity Trust's most recent annual report is available upon
request, without charge, by writing the Equity Trust at One Corporate Center,
Rye, New York, 10580-1434 or calling the Equity Trust at 1-800-422-3554.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted FOR the
election of the nominees as Directors and FOR Proposals 2 and 3 listed in the
accompanying Notice of Annual Meeting of Shareholders, unless instructions to
the contrary are marked thereon, and in the discretion of the proxy holders as
to the transaction of any other business that may properly come before the
Meeting. Any shareholder who has given a Proxy has the right to revoke it at any
time prior to its exercise either by attending the Meeting and voting his or her
shares in person or by submitting a letter of revocation or a later-dated Proxy
to the Equity Trust at the above address prior to the date of the Meeting.
In the event a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy and the persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal in
their discretion.
The close of business on March 2, 1998, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting and all adjournments thereof.
Each shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date there were 105,476,382 shares of the Equity Trust outstanding.
To the knowledge of the management of the Equity Trust, no person owns
of record or beneficially 5% or more of the shares of the Equity Trust except
that, as of March 2, 1998, 87,286,604 shares were held of record by Cede & Co.,
a nominee partnership of The Depository Trust Company. Of such shares,
19,776,897 shares, representing 18.9% of the outstanding shares of the Equity
Trust, are held by The Depository Trust Company as nominee for Smith Barney
Inc., representing approximately 13,761 discretionary and non-discretionary
accounts.
This Proxy Statement is first being mailed to shareholders on or about
April ___, 1998.
<PAGE>
PROPOSAL 1: TO ELECT FOUR DIRECTORS OF THE EQUITY TRUST
At the Meeting, three of the nine Directors of the Equity Trust are to
be elected to hold office for a period of three years and until their successors
are elected and qualified. Mr. Fahrenkopf is being considered for election by
shareholders for a one year period and until his successor is elected and
qualified. The Board of Directors is divided into three classes. Each year the
term of office of one class will expire. Unless authority is withheld, it is the
intention of the persons named in the Proxy to vote the Proxy FOR the election
of the nominees named below. Each nominee has indicated that he will serve if
elected, but if any nominee should be unable to serve the Proxy will be voted
for any other person determined by the persons named in the Proxy in accordance
with their judgment. Each of the Directors of the Equity Trust has served in
that capacity since the July 14, 1986 organizational meeting of the Equity Trust
with the exception of (i) Mr. Conn, who became a Director of the Equity Trust on
May 15, 1989, (ii) Mr. Pohl, who became a Director of the Equity Trust on
February 19, 1992 and (iii) Mr. Fahrenkopf, Jr., who was nominated to become a
Director of Equity Trust on February 18, 1998.
On November 19, 1997, the Equity Trust's Board of Directors approved
fulfilling certain legal requirements regarding the issuance of preferred stock.
If the Equity Trust issues preferred stock, then James P. Conn and Felix J.
Christiana will represent holders of preferred shares. The issuance of preferred
stock is expected to occur during the second quarter of 1998.
<TABLE>
<CAPTION>
<S> <C> <C>
Number and Percentage of
Shares of Capital Stock
Position with the Equity Trust, Beneficially Owned**
Business Experience During Directly or Indirectly on
Name and Business Address Past Five Years and Age March _2, 1998
*Mario J. Gabelli, CFA Chairman of the Board and President of the 1,187,989
One Corporate Center Equity Trust. Chairman of the Board, Chief (1.13%)
Rye, NY 10580-1434 Executive Officer and Chief Investment Officer
of Gabelli Funds, Inc. and GAMCO Investors,
Inc.; Chairman of the Board and Chief
Executive Officer of Lynch Corporation
(diversified manufacturing and communications
and services company); Director of East/West
Communications, Inc.; Governor of the American
Stock Exchange. Mr. Gabelli is 55 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
Dr. Thomas E. Bratter Director of the Equity Trust. Director, 9,783***
One Corporate Center President and Founder, The John Dewey Academy
Rye, NY 10580-1434 (residential college preparatory therapeutic
high school). Dr. Bratter is 57 years old.
(10)
Felix J. Christiana Director of the Equity Trust. Retired; 32,981***
One Corporate Center formerly Senior Vice President of Dollar Dry
Rye, NY 10580-1434 Dock Savings Bank. Mr. Christiana is 72 years
old. (1)(2)(3)(4)(5)(8)(10)(13)
Frank J. Fahrenkopf, Jr. Director of the Equity Trust. President and 0
One Corporate Center CEO of the American Gaming Association since
Rye, NY 10580-1434 June 1995; Partner of Hogan & Hartson;
Chairman of International Trade Practice
Group. Co-Chairman of the Commission on
Presidential Debates; former Chairman of the
Republican National Committee. Mr. Fahrenkopf
is 58 years old. (1999)
</TABLE>
<PAGE>
The following Directors of the Equity Trust will continue to serve in
such capacity until their terms of office expire and their successors are
elected and qualified.
<TABLE>
<CAPTION>
<S> <C> <C>
Number and Percentage of
Shares of Capital Stock
Position with the Equity Trust, Beneficially Owned**
Business Experience During Past Five Years, Directly or Indirectly on
Name and Business Address Age and Date Term Expires March 2, 1998
- ------------------------- ------------------------- --------------
Bill Callaghan Director of the Equity Trust. President of 959***
One Corporate Center Bill Callaghan Associates, Ltd., an executive
Rye, NY 10580-1434 search company. Mr. Callaghan is 53 years
old. (1999) (3)(10)
James P. Conn Director of the Equity Trust. Managing 23,251
One Corporate Center Director and Chief Investment Officer of
Rye, NY 10580-1434 Financial Security Assurance Holdings Ltd.
since 1992; Director of Meditrust Corporation;
Director of First Republic Bank. Mr. Conn is
60 years old. (2000) (1)(2)(10)(14)
*Karl Otto Pohl Director of the Equity Trust. Partner of Sal 0
One Corporate Center Oppenheim Jr. & Cie (private investment bank);
Rye, NY 10580-1434 Currently Board Member of IBM World Trade
Europe/Middle East/Africa Corp.; Bertelsmann
AG; Zurich Versicherungs-Gesellschaft
(insurance); the International Council for JP
Morgan & Co.; Supervisory Board Member of
Royal Dutch (petroleum company) ROBECo/o
Group; Advisory Director of Unilever N.V. and
Unilever Deutschland; Former President of the
Deutsche Bundesbank and Chairman of its
Central Bank Council from 1980 through 1991.
Mr. Pohl is 68 years old. (2000)
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)
Anthony R. Pustorino Director of the Equity Trust. Certified 8,845***
One Corporate Center Public Accountant. Professor of Accounting,
Rye, NY 10580-1434 Pace University, since 1965. Mr. Pustorino is
72 years old. (2000)
(1)(2)(3)(4)(5)(10)(11)(13)
*Salvatore J. Zizza Director of the Equity Trust. Executive Vice 28,102***
One Corporate Center President of FMG Group (OTC), a healthcare
Rye, NY 10580-1434 provider; Chairman of The Bethlehem Corp.
(ASE); Board Member of Hollis Eden
Pharmaceuticals (OTC); Former President and
Chief Executive Officer of the Lehigh Group
Inc., an electrical supply wholesaler; Former
Chairman of the Executive Committee and
Director of Binnings Building Products, Inc.
Mr. Zizza is 52 years old. (1999) (1)(4)(10)
Directors and Officers as a ..................... 1,294,118
Group (1.24%)
.........
* "Interested person" of the Equity Trust, as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). Mr. Gabelli is an "interested person" as a result of his employment as an officer of
the Equity Trust and its adviser, Gabelli Funds, Inc. (the "Investment Adviser"). Mr. Gabelli is a
registered representative of an affiliated broker-dealer. Mr. Pohl receives fees from the Investment
Adviser but has no obligation to provide any services to it. Although this relationship does not appear
to require designation of Mr. Pohl as an "interested person," the Equity Trust has made such designation
in order to avoid the possibility that Mr. Pohl's independence would be questioned. Mr. Zizza may be an
"interested person" as a result of his previous association within the last two years with Binnings
Building Products, Inc., an entity which was controlled by GLI, Inc., an affiliate of the Investment
Adviser.
** For this purpose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act").
The information as to beneficial ownership is based upon information
furnished to the Equity Trust by the Directors.
*** Less than 1%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(1) Trustee of The Gabelli Asset Fund (8) Director of Gabelli Global Series Funds, Inc.
(2) Trustee of The Gabelli Growth Fund (9) Director of Gabelli Gold Fund, Inc.
(3) Director of The Gabelli Value Fund Inc. (10) Director of The Gabelli Global Multimedia Trust
Inc.
(4) Director of The Gabelli Convertible Securities Fund, Inc.(11) Director of Gabelli Capital Series Funds,
Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (12) Director of Gabelli International Growth Fund,
Inc.
(6) Trustee of The Gabelli Money Market Funds (13) Director of The Treasurer's Fund, Inc.
(7) Director of Gabelli Investor Funds, Inc. (14) Trustee of The Gabelli Westwood Funds
</TABLE>
The Equity Trust pays each Director not affiliated with the Investment
Adviser or its affiliates, a fee of $12,000 per year plus $1,500 per meeting
attended in person and $500 per telephonic meeting, together with the Director's
actual out-of-pocket expenses relating to attendance at meetings. The aggregate
remuneration paid by the Equity Trust to such Directors during the fiscal year
ended December 31, 1997, amounted to $128,500.
During the year ended December 31, 1997, the Directors of the Equity
Trust met five times, one of which was a special meeting of Directors. Each
Director then serving in such capacity attended at least 75% of the meetings of
Directors and of any Committee of which he is a member. Messrs. Felix J.
Christiana and Anthony R. Pustorino serve on the Equity Trust's Audit Committee
and these Directors are not "interested persons" of the Equity Trust as defined
in the 1940 Act. The Audit Committee is responsible for recommending the
selection of the Equity Trust's independent accountants and reviewing all audit
as well as non-audit accounting services performed for the Equity Trust. During
the fiscal year ended December 31, 1997, the Audit Committee twice.
The Directors serving on the Equity Trust's Nominating Committee are
Messrs. Felix J. Christiana (Chairman) and Salvatore J. Zizza. The Nominating
Committee is responsible for recommending qualified candidates to the Board in
the event that a position is vacated or created. The Nominating Committee will
consider recommendations by shareholders if a vacancy were to exist. Such
recommendations should be forwarded to the Secretary of the Equity Trust. The
Nominating Committee did not meet during the fiscal year ended December 31,
1997. The Equity Trust does not have a standing compensation committee.
Bruce N. Alpert, Vice President and Treasurer of the Equity Trust, Marc S.
Diagonale, Vice President of the Equity Trust, and James E. McKee, Secretary of
the Equity Trust, are the only executive officers of the Equity Trust not
included in the listing of Directors above. Mr. Alpert is 46 years old and has
served as an officer of the Equity Trust since August 1988. He currently serves
as Vice President and Chief Operating Officer of the Investment Advisory
Division of the Investment Adviser and as an officer for each mutual fund
managed by the Investment Adviser, an officer and Director of Gabelli Advisers,
Inc. and Gabelli Fixed Income LLC. Mr. Diagonale is 31 years old and served as a
client services representative for Gabelli & Company, Inc. from March 1993 until
he became Assistant Vice President of the Equity Trust on May 9, 1994. He was
appointed Vice President of the Equity Trust on February 22, 1995. Prior to
1993, Mr. Diagonale was a masters of business administration student at New York
University. Mr. McKee is 34 years old and has served as Secretary of the Equity
Trust since August 16, 1995. He has served as Vice President and General Counsel
of GAMCO Investors, Inc. since 1993 and of Gabelli Funds, Inc. since August
1995. Mr. McKee also serves as Secretary for each mutual fund managed by the
Investment Adviser and Gabelli Advisers, Inc. From 1992 through 1993 Mr. McKee
served as Branch Chief with the U.S. Securities and Exchange Commission in New
York. The business address of each of these officers is One Corporate Center,
Rye, New York 10580-1434.
The following table sets forth certain information regarding the
compensation of the Equity Trust's directors and officers. Mr. Diagonale is
employed by the Equity Trust and is not employed by the Investment Adviser.
Officers of the Equity Trust who are employed by the Investment Adviser receive
no compensation or expense reimbursement from the Equity Trust.
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
for the
Fiscal Year Ended December 31, 1997
Aggregate Total Compensation from the
Compensation from Equity Trust and Fund
the Equity Trust Complex Paid to Directors
Name of Person and Position and Officer*
<S> <C> <C>
Mario J. Gabelli $ 0 $ 0
Chairman of the Board
Dr. Thomas E. Bratter $18,000 $23,500 (2)
Director
Bill Callaghan $18,000 $37,500 (3)
Director
Felix J. Christiana $20,000 $85,000 (9)
Director
James P. Conn $18,000 $42,500 (5)
Director
Karl Otto Pohl $16,500 $85,620 (15)
Director
Anthony R. Pustorino $20,000 $95,500 (9)
Director
Salvatore J. Zizza $18,000 $47,500 (4)
Director
Marc S. Diagonale $105,000 $105,000 (1)
Vice President
- ---------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1997 by investment companies (including the Equity
Trust) from which such person receives compensation that are considered part
of the same fund complex as the Equity Trust because they have common or
affiliated investment advisers. The number in parenthesis represents the
number of such investment companies.
</TABLE>
Required Vote
In the election of Directors of the Equity Trust, those candidates
receiving the highest number of votes cast at the Meeting, if a quorum is
present, shall be elected to the three positions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ELECT THREE DIRECTORS OF THE
EQUITY TRUST.
<PAGE>
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE
INDEPENDENT ACCOUNTANTS OF THE EQUITY TRUST
FOR THE YEAR ENDING
DECEMBER 31, 1998
Upon recommendation by the Audit Committee, Price Waterhouse LLP, 1177
Avenue of the Americas, New York, New York, 10036, has been selected by the vote
of a majority of those Directors who are not "interested persons" of the Equity
Trust to serve as independent accountants for the Equity Trust's fiscal year
ending December 31, 1998. Price Waterhouse LLP has advised the Equity Trust that
it is independent with respect to the Equity Trust in accordance with the
applicable requirements of the American Institute of Certified Public
Accountants and the Securities and Exchange Commission (the "SEC").
Representatives of Price Waterhouse LLP are expected to be present at
the Meeting to answer appropriate questions and will be given the opportunity to
make a statement if they so desire.
Required Vote
Ratification of the selection of Price Waterhouse LLP as independent
accountants requires the affirmative vote of a majority of the votes cast by
holders of shares of the Equity Trust represented at the Meeting if a quorum is
present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION OF PRICE
WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS OF THE EQUITY TRUST FOR THE YEAR
ENDING DECEMBER 31, 1998.
PROPOSAL NO. 3: TO RATIFY AUTHORITY TO ISSUE SENIOR SECURITIES
At the 1997 Annual Meeting your Board of Directors recommended and you,
the Trust's shareholders, approved a resolution that allows us to issue senior
securities, to the extent described below. Your Board believes that the ability
to issue senior securities, especially in an environment of historically low
interest rates, is in the best interests of the Trust's shareholders.
The Trust is now being sued by a shareholder who owns 6,642 shares
whose goal is to block us from issuing preferred stock. We believe the Trust
will benefit from the issuance of preferred stock and at the same time avoid the
drain on the Trust's resources caused by this misguided lawsuit. Your Board
believes this is beneficial to you as a common shareholder and believes your
favorable vote would reconfirm that you want to give your Board the authority to
act in your interest and to issue preferred stock. While the Board hopes this
will end the current litigation, at a minimum it sends a clear signal that the
shareholders have spoken again.
THE BOARD OF DIRECTORS, INCLUDING EACH OF THE "NON-INTERESTED" DIRECTORS,
UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 3.
The following pages provide the background and reasons for this
proposal and the Board's recommendation as well as detailed information
regarding senior securities and potential risks to holders of the Trust's common
stock from the issuance of senior securities.
Background. At the 1997 Annual Meeting of Shareholders, the Trust's
shareholders approved a proposal to amend the Trust's fundamental investment
restriction prohibiting the issuance of "senior securities," as that term is
defined in the 1940 Act. As amended, the Trust is authorized to issue senior
securities to the extent permitted by applicable law. The proxy statement
distributed to shareholders in connection with that meeting noted that the
amendment would enable the Trust to issue preferred stock, and that if the
proposal was approved, the Board of Directors intended to consider more fully
the issuance of preferred stock.
At its meeting on November 19, 1997 the Board concluded that issuance
of $100-$200 million of preferred stock would be in the best interests of the
holders of the common stock if the rates for long-term securities in the capital
markets continued to be favorable. In reaching this conclusion the Board noted
that the Trust had been able to earn a considerably higher return for the common
stockholders in the past than the Trust would be likely to have to pay on the
preferred stock and that introducing a moderate amount of equity leverage was
likely to enable the Trust to earn an incremental return for the common
stockholders. Acting pursuant to the Board's authorization, on February 10,
1998, the Trust filed a registration statement with the Securities and Exchange
Commission ("SEC") relating to the proposed issuance of a series of preferred
stock. On March 19, 1998, the Trust filed an amendment to the Registration
Statement responding to comments by the SEC staff and [expects to be in a
position to complete an offering in the near future].
On or about March 9, 1998, a lawsuit which sought class action status
was commenced against the Trust, its Directors and the Trust's investment
adviser alleging violations of Section 14(a) of the Securities Exchange Act of
1934 and Section 20(a) of the 1940 Act, and (as against the Directors) breach of
fiduciary duty, seeking an injunction against the issuance of preferred stock by
the Trust and other relief. (Carter v. Gabelli Equity Trust Inc. et al., United
States District Court, Southern District of New York, 98 Civ. 1710 (BDP)). The
complaint in that action alleges that the Trust's proxy statement used in
connection with the 1997 Annual Meeting made material misstatements and
omissions in connection with the proposal to amend the restriction on the
issuance of senior securities. Specifically, the complaint alleges that the
proxy statement falsely suggested that the only risk to shareholders from the
issuance of senior securities was the risk associated with leveraging of the
Trust, and failed to disclose the adverse impact that certain statutory voting
rights of any preferred stock would have on the holders of the Trust's common
stock. More specifically, the complaint alleged that the proxy statement failed
to disclose that the holders of the preferred stock, voting as a separate class,
would have the right to elect two directors at all times, to elect a majority of
the directors if the Trust failed to pay two years or more of dividends on the
preferred stock and to veto various corporate actions including the charter
amendments necessary to convert the Trust from closed-end to open-end status.
The complaint also alleged that the proxy statement failed to disclose that the
preferred shareholders would have no incentive to approve any proposal to
convert the Trust to open-end status, and failed to disclose that the Board
could issue preferred stock in the future without any further notice to or
request for approval from shareholders regarding the terms and conditions of the
preferred stock. The complaint also alleges that the purpose of the Board of
Directors in seeking to have the Trust issue preferred stock is to prevent the
Trust from ever converting to open-end status, and to entrench the adviser's fee
income.
The Board of Directors believes that these allegations are meritless
and on March 30, 1998, the Directors of the Trust and its investment adviser
filed a motion to dismiss the compliant. Specifically, the Board of Directors
believes that the right of the preferred stockholders to elect two out of nine
directors is immaterial to the common stockholders. The Board believes that the
contingent right of the preferred stockholders to elect a majority of the
directors is so extremely remote that it is also immaterial. In order to be
certain of preserving the special tax status of investment companies that is
critical for our shareholders, the Trust would pay the preferred stock dividend
unless it had insufficient assets to do so, and the proposed preferred stock has
standard redemption provisions in it to make sure that the Trust always has
sufficient assets. The Board believes that the right of the preferred
stockholders to veto certain corporate actions, including the charter amendments
necessary to convert the Trust to open-end status, is immaterial for a variety
of reasons, including the fact that the proposed preferred stock has no such
veto power because it would be mandatorily redeemed if the Board and the common
stockholders were in favor of such actions. The Board also believes that
preferred stockholders would have an incentive to vote in favor of open-ending
in many circumstances and that the mandatory redemption feature makes the
presence or absence of any incentive on their part irrelevant. The Board notes
that it has authority to take most corporate actions, including issuing more
common stock, without further shareholder approval and accordingly believes that
allegation of the plaintiff to be immaterial. The Board believes that it has
incorporated several features in the terms of the preferred stock to make sure
that the Trust is not prevented from converting to open-end status and the
adviser's fee income is not entrenched, so that these allegations of the
plaintiff also have no merit. Finally, the Board believes that it has acted at
all times solely in the best interests of the Trust and the common stockholders.
The Board of Directors continues to believe that the issuance of
preferred stock by the Trust is in the best interests of the holders of the
common stock for several reasons. First, the Board of Directors believes that
the Trust can over time earn an incremental return for the common stockholders
from the assets acquired with the proceeds of the preferred stock. Second, the
Board of Directors believes that, under certain circumstances, payments of
dividends on the preferred stock may increase the proportion of the return to
the common stockholders attributable to unrealized appreciation, which would
reduce the level of current taxation to the common stockholders. Third, the
Board of Directors notes that two other funds managed by the Trust's investment
adviser that issued preferred stock in 1997 have earned a higher return since
giving effect to the issuance of those preferred stocks than the dividend rates
on those preferred stocks and that the market value per share of the common
shares of those funds has increased both absolutely and relative to net asset
value ("NAV") during the period since the issuance of such preferred stocks as
reflected in the table below:
<PAGE>
<TABLE>
<CAPTION>
Immediately Prior to Offering As of April 3, 1998
----------------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Market Market
Value NAV Discount Value NAV Discount
Gabelli Convertible
Securities Fund $9.625 $11.36 (15.3)% $11.00 $11.87 (7.3)%
Gabelli Global
Multimedia Trust $7.125 $8.96 (20.5)% $10.5625 $11.76 (10.2)%
</TABLE>
There can, of course, be no assurance that the Trust will be able to
earn an incremental return for the common stockholders from assets attributable
to an issuance of preferred stock or that any trading discount of the Trust will
be reduced after the issuance of any preferred stock.
The Trust intends to complete the issuance of the preferred stock as
soon as practical if capital market conditions continue to be favorable.
However, completion of the offering may not be practicable until the litigation
described above is resolved. In the ordinary course, defending this litigation
could take several months or longer and cause a substantial drain on the Trust's
resources. In the meantime, interest rates may increase, which would also reduce
the potential benefit of issuing preferred stock. After considering these
factors, the Board of Directors, including all of the independent directors, has
concluded that ratification will be an efficient way of seeking to end the
current litigation, reducing any drain on the Trust's resources, and will
eliminate questions regarding possible future issuances of preferred stock. The
Board also believes that ratification will be an efficient way of ensuring that
the Trust can be in a position to seek incremental returns for the holders of
the Trust's common stock on acceptable economic terms. If Proposal 3 is not
approved, the Board of Directors will consider what actions it should take,
including acting on the authorization given by the stockholders at the 1997
Annual Meeting, whether or not Proposal No. 3 is approved.
Any preferred stock authorized in the future will have such terms and
conditions as approved by the Board of Directors at that time, which may or may
not include the type of mandatory redemption features described above. There can
be no assurance that approval of this ratification proposal will terminate the
current litigation or eliminate issues relating to future offerings of senior
securities.
In order to assist stockholders in voting on the ratification proposal,
the Board of Directors has authorized the inclusion in this proxy statement of
the following information about the rights of senior securities under the 1940
Act and potential risks to holders of the Trust's common stock. Although the
Board of Directors believes the following information is far more detailed than
required under the Federal securities laws, in light of the current litigation,
the Board believes that excess disclosure is a more prudent, albeit unnecessary,
course of action.
Investment Company Act of 1940 -- Restrictions on Issuance of Senior Securities
The 1940 Act permits a registered closed-end investment company such as
the Trust to issue senior securities, and to sell senior securities of which it
is the issuer, under certain circumstances as summarized below.
First of all, such issuance must be consistent with the fundamental
investment restrictions and any other fundamental policies of the investment
company.
If such class of senior securities represents an indebtedness ("debt
securities"), then the following requirements must be met:
(a) such debt securities must have an asset coverage (meaning the ratio
which the value of the total assets of the investment company, less all
liabilities and indebtedness not represented by senior securities, bears to the
aggregate amount of debt securities) of at least 300% immediately after issuance
or sale of such debt securities;
(b) provision must be made to prohibit the declaration of any dividend
(other than a stock dividend) or the declaration of any other distribution upon
any class of the capital stock of the investment company, or the purchase of any
such capital stock by the company, unless, after giving effect to such action,
such debt securities have an asset coverage of at least 300% (200% in the case
of dividends on any preferred stock); and
(c) provision must be made either that:
(i) if on the last business day of each of twelve consecutive calendar
months such debt securities have an asset coverage of less than 100%,
the holders of such securities voting as a class will be entitled to
elect at least a majority of the members of the board of directors of
the investment company, until such debt securities have an asset
coverage of at least 110% on the last business day of three consecutive
calendar months, or
(ii) if on the last business day of each of twenty-four consecutive
calendar months such debt securities have an asset coverage of less
than 100%, an event of default shall be deemed to have occurred.
The Trust currently has a fundamental investment restriction
prohibiting the borrowing of money except under certain limited circumstances,
and thus the Trust generally may not issue senior securities in the form of
debt. The Trust has not sought, and is not now seeking, any changes to this
fundamental restriction.
If the senior securities are stock ("preferred stock"), then the
following requirements must be met:
(a) such stock must have an asset coverage (meaning the ratio which the
value of the total assets of the investment company, less all liabilities and
indebtedness not represented by senior securities, bears to the aggregate amount
of debt securities of such company plus the involuntary liquidation preference
of the preferred stock of such company) of at least 200% immediately after such
issuance or sale;
(b) provision must be made to prohibit the declaration of any dividend
(other than a dividend payable in common stock) or the declaration of any other
distribution upon the common stock of the company, or the purchase of any such
common stock, unless, after giving effect to such action, such preferred stock
has an asset coverage of at least 200%;
(c) provision must be made to entitle the holders of such preferred
stock, voting as a class, to elect at least two directors at all times, and,
subject to the prior rights, if any, of the holders of any debt securities
outstanding, to elect a majority of the directors if at any time dividends on
such preferred stock are unpaid in an amount equal to two full years' dividends
on such securities, and to continue to be so represented until all dividends in
arrears are paid or otherwise provided for;
(d) provision must be made requiring approval by the vote of a majority
(i.e., the lesser of a majority of the outstanding shares or two-thirds of a
quorum of such shares) of such preferred stock, voting as a class, of any plan
of reorganization adversely affecting such preferred stock; of any action to
change the classification of the investment company from a non-diversified to a
diversified company; or of any action to change its classification from a
closed-end investment company to an open-end investment company; or of any
action to borrow money, issue senior securities, underwrite securities of other
persons, purchase or sell real estate or commodities or make loans to other
persons (all other than as authorized in such company's registration statement
under the 1940 Act), deviate from fundamental investment restrictions or other
fundamental policies or change the nature of the business of such company so as
to cease to be an investment company; and
(e) such class of stock must have complete priority over any other
class as to distribution of assets and payment of dividends, which dividends
must be cumulative.
The 1940 Act limits a registered closed-end investment company such as
the Trust to one class of debt securities and to one class of preferred stock,
except that (i) any such class may be issued in one or more series so long as no
such series has a preference or priority over any other series upon the
distribution of the assets of such company or in respect of the payment of
interest or dividends and (ii) promissory notes or other evidences of
indebtedness issued in consideration of any loan, extension, or renewal thereof,
made by a bank or other person and privately arranged, and not intended to be
publicly distributed, are not deemed to be a separate class of debt securities.
In addition, debt securities do not include any promissory note or other
evidence of indebtedness for temporary purposes only and in an amount not
exceeding 5% of the value of the total assets of the investment company at the
time.
As of February 28, 1998, the Trust had total assets of $1,428,503,365
and total liabilities of $154,925,806 and had not borrowed any money.
Accordingly, as of such date, the Trust could issue senior securities
representing preferred stock having an involuntary liquidation preference of up
to $[1.3 billion].
Risks to Common Stockholders of Issuance of Senior Securities
A leveraged capital structure creates certain special risks and
potential benefits not associated with unleveraged funds having similar
investment objectives and policies. If the Trust were to issue preferred stock,
any investment income or gains earned from the capital represented by the
preferred shares which is in excess of the dividends payable thereon will cause
the total return of the Trust's common stock to be higher than would otherwise
be the case. Conversely, if the investment performance of the capital
represented by the preferred shares fails to cover the dividends payable
thereon, the total return of the Trust's common stock would be less or, in the
case of negative returns, would result in higher negative returns to a greater
extent than would otherwise be the case. The requirement to pay dividends on the
preferred stock in full before any dividends may be paid on the common stock
means that dividends on the common stock from earnings may be reduced or
eliminated.
The mandatory requirements of the 1940 Act could also pose certain
risks for the common stockholders in the same circumstances. If the Trust's
asset coverage for any preferred stock or debt securities falls below the
requirements of the 1940 Act, the Trust would be unable to pay dividends on its
common stock. Although an inability to pay dividends on the common stock could
conceivably cause the Trust to lose its special federal income tax status, which
would be materially adverse to the holders of the common stock, such inability
can be avoided through the use of mandatory redemption requirements designed to
ensure that the Trust maintains the necessary asset coverage.
The class voting requirements of the preferred stock could make it more
difficult for the Trust to take certain actions that may, in the future, be
proposed by the Board of Directors and/or common stockholders, such as a merger,
exchange of securities, liquidation or alteration of the rights of a class of
the Trust's securities if such actions would be adverse to the preferred stock,
or such as changing to an open-end investment company or acting inconsistently
with its fundamental investment restrictions or other fundamental policies or
ceasing to be an investment company. However, the Board of Directors views these
risks as immaterial since any preferred stock issued by the Trust would normally
be able to be called at the option of the Board of Directors after a relatively
short period of time, such as five years, the Board would be unlikely to approve
any actions that would be adverse to the rights of the holders of the preferred
stock and matters such as becoming an open-end investment company have not been
raised by stockholders with the Board of Directors. In addition, the Board of
Directors would be able to include additional redemption features that would
enable the Trust to redeem the preferred stock if it appeared to stand in the
way of actions that the Board concluded at the time of issuing the preferred
stock might be of significance to the common stockholders over the short term.
Preferred shares will be issued only if the Board of Directors of the Trust
determines in light of all relevant circumstances known to the Board that to do
so would be in the best interests of the Trust and its stockholders.
The circumstances that the Board will consider before issuing preferred
stock, and did consider before authorizing the issuance of the preferred stock
that is currently in registration, include not only the dividend rate on the
preferred stock in comparison to the historical performance of the Trust but
also such matters as the terms on which the Trust can call the preferred stock,
the circumstances in which the Trust's investment adviser will earn additional
investment advisory fees on the net assets attributable to the preferred stock
and the ability of the Trust to meet the asset coverage tests and other
requirements imposed by the rating agencies for such preferred stock.
The preferred stock that the Trust is in the process of registering
with the SEC provides for mandatory redemption to the extent necessary to
continue to meet asset coverage tests and to the extent that the Board of
Directors and the common stockholders have approved actions that would require a
separate class vote by the preferred stock. In addition, the Trust's investment
adviser has agreed that it does not intend to seek payment of advisory fees on
the incremental assets attributable to the preferred stock to the extent that
the Trust's total return does not exceed the dividend rate on the preferred
stock. The Board is also satisfied that the Trust currently has, and over time
should have, strong dividend coverage.
The issuance of preferred stock convertible into shares of the Trust's
Common Stock might also reduce net income per share of common stock and net
asset value per share of common stock if these securities are converted into
common stock. Such income dilution would occur if the Trust could, from the
investments made with the proceeds of the preferred shares, earn an amount per
share of common stock issuable upon conversion greater than the dividend
required to be paid on the amount of preferred stock convertible into one share
of common stock. Such net asset value dilution would occur if preferred shares
were converted at a time when the net asset value per share of the Trust's
common stock was greater than the conversion price.
The staff of the SEC has taken the position that the 1940 Act
prohibits a registered closed-end investment company from issuing a convertible
security the conversion feature of which predominates among such security's
investment characteristics. Accordingly, the Trust's Board of Directors will
consider such position in connection with its authorizing the issuance and sale
of any convertible security by the Trust, and the SEC staff will be given an
opportunity to review the attributes of any proposed convertible security before
it is issued and sold by the Trust.
Required Vote
Proposal 3 will be deemed approved upon the affirmative vote of a
majority of the outstanding voting securities of the Trust which, as defined in
the 1940 Act, means the lesser of (a) 67% of the shares present at a meeting of
its shareholders if a quorum is present or (b) more than 50% of the outstanding
shares of the Trust.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMENDS A VOTE "FOR" PROPOSAL 3.
The Investment Adviser and Administrator
Gabelli Funds, Inc. acts as investment adviser and administrator
to the Equity Trust. The business address for Gabelli Funds, Inc.
is One Corporate Center, Rye, New York 10580-1434.
Compliance with the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(f) of the 1940 Act, and the rules thereunder, require the Equity
Trust's officers and directors, officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who own more
than 10% of a registered class of the Equity Trust's securities, to file reports
of ownership and changes in ownership with the SEC and the New York Stock
Exchange and to furnish the Equity Trust with copies of all Section 16(a) forms
they file. Based solely on the SEC's review of the copies of such forms it
receives, the Equity Trust believes that during 1997, such persons complied with
all such applicable filing requirements.
Broker Non-Votes and Abstentions
If a proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), is unmarked or marked with an abstention
(collectively, "abstentions"), the shares represented thereby will be considered
to be present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. Under Maryland law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. The election of Directors (Proposal 1)
provides that the three candidates who receive the highest number of votes cast
at the meeting are elected; therefore, abstentions will be disregarded. The
ratification of Price Waterhouse LLP as independent accountants of the Equity
Trust (Proposal 2) requires the affirmative vote of a majority of the votes cast
at the Meeting; therefore, abstentions will be disregarded.
Shareholders of the Equity Trust will be informed of the voting results
of the Meeting in the Equity Trust's Semi-Annual Report dated June 30, 1998.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Meeting, the persons named in
the accompanying form of proxy will vote thereon in accordance with their
judgment.
<PAGE>
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Equity Trust, which are intended
to be presented at the Equity Trust's next Annual Meeting of Shareholders to be
held in 1999, must be received by the Equity Trust for consideration for
inclusion in the Equity Trust's proxy statement and proxy relating to that
meeting no later than December 1, 1998.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
[x]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------
THE GABELLI EQUITY TRUST INC.
- ----------------------------------------------------------------
1. To elect
four Directors
of the
Trust:
For With- For All
hold Except
----- ----- -----
Mario J. Gabelli
Thomas E. Bratter
Felix J. Christiana
Frank J. Fahrenkopf, Jr.
NOTE: If you do not wish your shares voted
particular nominee, mark the "For All Except" box and
strike a line through the nominee's(s') name(s).
Your shares will be voted for the remaining
nominee(s).
2. To ratify
the
selection
of Price
Waterhouse
LLP as the
independent
accountants
of the
Equity
Trust for
the year
ending
December
31, 1998.
For Against Abstain
----- ----- -----
3. To ratify
authority
to issue
senior
securities.
For Against Abstain
----- ----- -----
4. In their discretion,
the proxies are
authorized to consider
and vote upon such
other matters as may
properly come before
said Meeting or any
adjournment thereof.
---------------------
Date
Please be sure to sign and date this Proxy.
---------------------------------------------------------------
Shareholder sign here
Co-owner sign here
- ----------------------------------------------------------------
Mark box at
right if an
address change
or comment has
been noted on
the reverse
side of _____
this card.
RECORD DATE SHARES:
<PAGE>
THE GABELLI EQUITY TRUST INC.
This proxy is solicited on behalf of the Directors
The undersigned hereby appoints Mario J. Gabelli, Anthony R. Pustorino, Felix J.
Christiana and Bruce N. Alpert, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of The Gabelli
Equity Trust Inc. (the "Equity Trust") which the undersigned is entitled to vote
at The Annual Meeting of Shareholders of the Equity Trust to be held at the Cole
Auditorium, Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830 on Monday, May 11, 1998 at 9:30 a.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as directors and FOR Proposal 2 and in the
discretion of the proxy holder as to any other matter that may properly come
before the Meeting. Please refer to the Proxy Statement for a discussion of the
Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE. Please sign this proxy exactly as your name appears on the
books of the Equity Trust. If joint owners, either may sign. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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