<PAGE> 1
EXHIBIT D(II)
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
NEW YORK TIME ON THE EXPIRATION DATE
CONTROL NO.
---------------- MAXIMUM PRIMARY SUBSCRIPTION SHARES AVAILABLE
-------------------------------------------------
THE GABELLI EQUITY TRUST INC.
SUBSCRIPTION RIGHTS FOR COMMON STOCK
Dear Shareholder:
IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE TEAR
OFF CARD.
As the registered owner of the Subscription Certificate below, you are
entitled to subscribe for the number of shares of Common Stock, $.001 par value
per share, of The Gabelli Equity Trust Inc. (the "Fund"), shown above pursuant
to the Primary Subscription Right and upon the terms and conditions and at the
Subscription Price for each share of Common Stock specified in the Prospectus
relating thereto. The Rights represented hereby include the Over-Subscription
Privilege for Rights holders, as described in the Prospectus. Under the
Privilege, any number of additional shares may be purchased by a Rights holder
if such shares are available and the holder's Primary Subscription Rights have
been fully exercised to the extent possible.
Registered owners who are participants in The Gabelli Equity Trust Inc.
Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan will receive
their primary and oversubscription shares via an uncertificated share credit to
their existing accounts. To request a stock certificate, participants in the
plan must check Box D on the reverse side of the Subscription Certificate below.
Registered owners who are not participants in the plan will be automatically
issued stock certificates. Stock certificates for primary share subscriptions
will be delivered as soon as practicable after receipt of the required completed
Subscription Certificate and after full payment has been received and cleared.
Stock certificates for oversubscriptions and confirmation statements reflecting
uncertificated share credits for dividend reinvestment accounts will be
delivered as soon as practicable after the Expiration Date and after all
allocations have been effected.
THE SUBSCRIPTION RIGHT IS TRANSFERABLE
PAYMENT MUST BE IN UNITED STATES DOLLARS. ONLY MONEY ORDERS OR CHECKS DRAWN
ON A BANK LOCATED IN THE CONTINENTAL UNITED STATES (OR FOR CANADIAN RESIDENTS
ONLY, ON A BANK LOCATED IN CANADA) AND MADE PAYABLE TO THE GABELLI EQUITY TRUST
INC. WILL BE ACCEPTED. PLEASE REFERENCE YOUR RIGHTS CARD CONTROL NUMBER ON YOUR
CHECK, MONEY ORDER OR NOTICE OF GUARANTEED DELIVERY.
-------------------------------------------------------------------------------
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
NEW YORK TIME ON THE EXPIRATION DATE
CONTROL NO.
----------------
CUSIP NO.
---------------- RIGHTS REPRESENTED BY THIS SUBSCRIPTION
CERTIFICATE
-------------------------------------------------
ACCOUNT NO.
-----------------------------------------------------------
THE GABELLI EQUITY TRUST INC.
SUBSCRIPTION RIGHTS FOR COMMON STOCK
(COMPLETE APPROPRIATE SECTION ON REVERSE SIDE OF THIS FORM)
The registered owner of this Subscription Certificate named below, or
assigns, is entitled to the number of Rights to subscribe for the Common Stock,
$.001 par value, of The Gabelli Equity Trust Inc. (the "Fund") shown above, in
the ratio of one share of Common Stock for each six Rights, pursuant to the
Primary Subscription Right and upon the terms and conditions and at the price
for each share of Common Stock specified in the Prospectus relating thereto. The
Rights represented hereby include the Over-Subscription Privilege for Record
Date Stockholders only, as described in the Prospectus. Under this Privilege,
any number of additional shares may be purchased by a Record Date Stockholder if
such shares are available and the owner's Primary Subscription Rights have been
fully exercised to the extent possible and the pro rata allocation requirements
have been satisfied. Stock certificates for the shares subscribed for pursuant
to the Primary Subscription Right will be delivered as soon as practicable after
receipt of the required completed Subscription Certificate and after full
payment has been received and cleared. Stock certificates for the shares
subscribed for pursuant to the Over-Subscription Privilege will be delivered as
soon as practicable after the Expiration Date and after all allocations have
been effected. Registered owners who are participants in The Gabelli Equity
Trust Inc. Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan will
receive their primary and oversubscription shares via an uncertificated share
credit to their existing accounts. To request a stock certificate, participants
in the plan should check Box D on the reverse side of this form. Any refund in
connection with an over-subscription will be delivered as soon as practicable
after the Expiration Date and after all allocations have been effected. The
Subscription Certificate may be transferred in the same manner and with the same
effect as in the case of a negotiable instrument payable to specific persons, by
duly completing and signing the assignment on the reverse side hereof. To
subscribe pursuant to the Primary Subscription Right or the Over-Subscription
Privilege, six Rights and the Subscription Price are required for each share of
Common Stock. Payment of the $ per share must accompany the Subscription
Certificate. See reverse side of forms.
<PAGE> 2
To subscribe for your primary shares please complete line "A" on the card below.
Example:
100 shares = 100 rights (100 rights will be AUTOMATICALLY rounded up to 102
rights, the nearest number of rights divisible by six)
102 rights divided by 6 = 17 primary shares
The maximum number of primary subscription shares would be 17.
<TABLE>
<C> <C> <S>
A. 17 x $____ = $_____
(No. of shares)
</TABLE>
If you are not subscribing for your full Primary Subscription, check box "E"
below and we will attempt to sell any remaining unexercised Rights.
To subscribe for any over-subscription shares please complete line "B" below.
PLEASE NOTE: Only Record Date Stockholders who have exercised their Primary
Subscription in full may apply for shares pursuant to the Over-Subscription
Privilege.
PAYMENT OF SHARES: Full payment for both the primary and over-subscription
shares or a notice of guaranteed delivery must accompany this subscription.
Please reference your rights card control number on your check, money order or
notice of guaranteed delivery.
If the aggregate Subscription Price paid by a Record Date Stockholder is
insufficient to purchase the number of shares of Common Stock that the holder
indicates are being subscribed for, or if a Record Date Stockholder does not
specify the number of shares of Common Stock to be purchased, then the Record
Date Stockholder will be deemed to have exercised first, the Primary
Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to purchase shares of Common Stock to the full
extent of the payment rendered. If the aggregate Subscription Price paid by a
Record Date Stockholder exceeds the amount necessary to purchase the number of
shares of Common Stock for which the Record Date Stockholder has indicated an
intention to subscribe, then the Record Date Stockholder will be deemed to have
exercised first, the Primary Subscription Right (if not already fully exercised)
and second, the Over-Subscription Privilege to the full extent of the excess
payment tendered.
-------------------------------------------------------------------------------
Expiration Date January , 2001 (unless extended)
To: EQUISERVE
Attention: Corporate Actions
PLEASE FILL IN ALL APPLICABLE INFORMATION
By Mail:
P.O. Box 9573
Boston, MA 02205-9573
By Overnight Courier:
40 Campanelli Drive
Braintree, MA 02184
<TABLE>
<C> <S> <C> <C> <C> <C>
A. Primary Subscription _____________ x $ = $________
(6 Rights = 1 share) (No. of Shares) (Purchase Price)
B. Over-Subscription
Privilege _____________ x $ = $________(1)
(Shares) (Purchase Price)
C. Amount of Check Enclosed
= $________
(or amount in notice of guaranteed delivery)
D. IF YOU CURRENTLY PARTICIPATE IN THE FUND'S AUTOMATIC DIVIDEND REINVESTMENT
AND CASH PURCHASE PLAN AND WISH TO RECEIVE A CERTIFICATE, CHECK HERE [ ]
</TABLE>
By Facsimile:
(781) 575-4826
With the original Subscription Certificate to be sent by mail, hand or overnight
courier. Confirm facsimile by telephone to (781) 575-4816
By Hand:
Securities Transfer and Reporting Services, Inc.
c/o EquiServe
100 Williams St. Galleria
New York, NY 10038
E. Sell any Remaining Rights [ ]
F. Sell all of my Rights [ ]
(1) The Over-Subscription Privilege can be exercised only by a Record Date
Stockholder, as described in the Prospectus, and only if the Rights
initially issued to him are exercised to the fullest extent possible.
--------------------------------------------------------------------------------
SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of
Common Stock indicated as the total of A and B hereon upon the terms and
conditions specified in the Prospectus relating thereto, receipt of which is
acknowledged. I hereby agree that if I fail to pay for the shares of Common
Stock for which I have subscribed, the Fund may exercise any of the remedies set
forth in the Prospectus.
TO SELL: If I have checked either the box on line E or on line F, I
authorize the sale of Rights by the Subscription Agent according to the
procedures described in the Prospectus.
------------------------------------------------------------------
------------------------------------------------------------------
Signature(s) of Subscriber(s)
------------------------------------------------------------------
Address for delivery of Shares if other than shown on front
If permanent change of address, check here [ ]
Please give your telephone number: ( ) _______________
Please give your e-mail address: ___________________
SECTION 2. TO TRANSFER RIGHTS (except pursuant to E or F above):
For value received, ________ of the Rights represented by the Subscription
Certificate are assigned to:
------------------------------------------------------------------
(Print Full Name of Assignee)
------------------------------------------------------------------
(Print Full Address)
------------------------------------------------------------------
Signature(s) of Assignee(s)
IMPORTANT: The Signature(s) must correspond in every particular, without
alteration, with the name(s) as printed on your Subscription
Certificate.
Your signature must be guaranteed by:
a) a commercial bank or trust company or
b) a member firm of a domestic stock exchange or
c) a savings bank or credit union.
Signature
----------------------------------------------------------
(Name of Bank or Firm)
Guaranteed By:
-----------------------------------------------------
(Signature of Officer and Title)
----------------------------------------
