Exhibit 99(k)(ii)
THE GABELLI EQUITY TRUST INC.
_______________________________________________
AUCTION AGENCY AGREEMENT
dated as of September __, 2003
Relating to
Series C Auction Rate Cumulative Preferred Stock
of
THE GABELLI EQUITY TRUST INC.
______________________________________________
The Bank of New York,
as Auction Agent
AUCTION AGENCY AGREEMENT
This Auction Agency Agreement (this "Agreement"), dated as
of September __, 2003, is between The Gabelli Equity 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 2,000
preferred shares, par value $0.001 per share, liquidation preference $25,000
per share, designated as Series E 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 E 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)
Citigroup Capital Markets, Xxxxxx Brothers Inc., Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated and Xxxxxxx 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 E 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. The Auction Agent will follow the
Bond Market Association's Market Practice U.S. Holiday Recommendations for
shortened trading days for the bond markets (the "BMA Recommendation") unless
the Auction Agent is instructed otherwise. In the event of a BMA
Recommendation on an Auction Date the Submission Deadline will be 11:30 a.m.,
instead of 1:30 p.m., and as a result the notice set forth in Section 2.4 will
occur earlier.
Time Event
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 hereof.
9:30 A.M. - 1:30 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 1:30 P.M.
Not earlier than 3:00 P.M. Auction Agent makes determinations
pursuant to Section 4(a) of the
Auction Procedures.
By approximately 3:00 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.
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 Equity Trust Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
Telephone No.: 000-000-0000
Telecopier No.: 914-921-5100
If to the Auction Agent, The Bank of New York
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
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 Xxxxx Xxxxx 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 EQUITY TRUST INC.
________________________________
By: Name
Title
THE BANK OF NEW YORK
________________________________
By: Name
Title
[Auction Agency Agreement]
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 EQUITY TRUST INC.
NOTICE OF PROPOSED CHANGE OF
LENGTH OF DIVIDEND PERIOD OF
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
The Gabelli Equity 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 EQUITY TRUST INC.
_________________________________
Dated: __________, 20__
EXHIBIT D
THE GABELLI EQUITY 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 EQUITY TRUST INC.
_________________________________
Dated: __________, 20__
EXHIBIT E
THE GABELLI EQUITY 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 Equity 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 EQUITY TRUST INC.
______________________________
Dated: __________, 20___
EXHIBIT F
THE GABELLI EQUITY TRUST INC.
NOTICE OF CURE OF DEFAULT ON
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The Gabelli Equity 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 EQUITY TRUST INC.
______________________________
Dated: __________, 20___
EXHIBIT G
THE GABELLI EQUITY TRUST INC.
NOTICE OF CURE OF DEFAULT ON
SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The Gabelli Equity 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 EQUITY TRUST INC.
______________________________
Dated: __________, 20___
EXHIBIT H
THE GABELLI EQUITY 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 Equity 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.
