As
filed with the Securities and Exchange Commission on June 2, 2021
Securities
Act File No. 333-251763
Investment
Company Act File No. 811-04700
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-2
(Check
Appropriate Box or Boxes)
☒
Registration Statement under the Securities Act of 1933
☐
Pre-Effective Amendment No.
☒
Post-Effective Amendment No. 1
and/or
☒
Registration Statement under the Investment Company Act of 1940
☒
Amendment No. 67
THE
GABELLI EQUITY TRUST INC.
(Exact
Name of Registrant as Specified in Charter)
One
Corporate Center, Rye, New York 10580-1422
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code: (800) 422-3554
Bruce
N. Alpert
The
Gabelli Equity Trust Inc.
One
Corporate Center
Rye,
New York 10580-1422
(914)
921-5100
(Name
and Address of Agent for Service)
Copies
to:
|
Peter Goldstein,
Esq.
The Gabelli
Equity Trust Inc.
One Corporate
Center
Rye, New
York 10580-1422
(914) 921-5100
|
P. Jay Spinola,
Esq.
Willkie Farr
& Gallagher LLP
787 Seventh
Avenue
New York,
New York 10019-6099
(212) 728-8000
|
Approximate
Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box ☐
If any
securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the
following box. ☒
If this
Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box ☒
If this
Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☒
If this
Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐
It is proposed
that this filing will become effective (check appropriate box):
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☐
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when
declared effective pursuant to section 8(c) of the Securities Act
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If
appropriate, check the following box:
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☐
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This
[post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
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☐
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This
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities
Act registration statement number of the earlier effective registration statement for the same offering is: ______.
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☐
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This
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: ______.
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☒
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This
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: ____333-251763__.
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Check each box
that appropriately characterizes the Registrant:
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☒
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Registered Closed-End
Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
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☐
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Business Development
Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company
Act.
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☐
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Interval Fund (Registered
Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company
Act).
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☒
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A.2 Qualified (qualified
to register securities pursuant to General Instruction A.2 of this Form).
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☒
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Well-Known Seasoned
Issuer (as defined by Rule 405 under the Securities Act).
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☐
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Emerging Growth Company
(as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
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☐
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If an Emerging Growth
Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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☐
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New Registrant (registered
or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
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EXPLANATORY
NOTE
This Post-Effective
Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-251763 and 811-04700) of The Gabelli Equity Trust Inc. (the
“Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities
Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No.
1 consists only of a facing sheet, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration
Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon
filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART
C — OTHER INFORMATION
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Item 25.
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Financial
Statements and Exhibits
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Included
in Part A:
Annual
Report for the fiscal year ended December 31, 2019
Semi-Annual
Report for the fiscal period ended June 30, 2020
Included
in Part B:
The
following statements of the Registrant are incorporated by reference in Part B of the Registration Statement:
Schedule
of Investments at December 31, 2019
Statement
of Assets and Liabilities as of December 31, 2019
Statement
of Operations for the Year Ended December 31, 2019
Statement
of Changes in Net Assets for the Year Ended December 31, 2019
Notes
to Financial Statements for the Year Ended December 31, 2019
Report
of Independent Registered Public Accounting Firm for the Year Ended December 31, 2019
Schedule
of Investments at June 30, 2020
Statement
of Assets and Liabilities as of June 30, 2020
Statement
of Operations for the Period Ended June 30, 2020
Statement
of Changes in Net Assets for the Period Ended June 30, 2020
Notes
to Financial Statements for the Period Ended June 30, 2020
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Item 26.
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Marketing
Arrangements
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The information
contained under the heading “Plan of Distribution” beginning on page 78 of the Prospectus is incorporated by reference.
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Item 27.
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Other
Expenses of Issuance and Distribution
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The following
table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:
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Accounting fees
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$
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23,100
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Legal fees
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$
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440,000
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NYSE listing fees
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$
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66,590
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Printing expenses
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$
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650,000
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Rating agency fees
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$
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50,000
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SEC registration fees
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$
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54,550
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Miscellaneous
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$
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413,360
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Total
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$
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1,728,000
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Item 28.
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Persons
Controlled by or Under Common Control with Registrant
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None.
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Item 29.
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Number
of Holders of Securities as of September 30, 2020:
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Class
of Stock
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Number
of
Record Holders
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Common Stock
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64,122
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Series C Auction Rate Preferred
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17
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Series E Auction Rate Preferred
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7
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Series G Preferred
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2,851
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Series H Preferred
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5,015
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Series J Preferred
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3,167
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Series K Preferred
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2,424
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Article
VI of the Registrant’s Amended and Restated Bylaws provides as follows:
ARTICLE
VI
INDEMNIFICATION, ADVANCE OF EXPENSES AND INSURANCE
SECTION
1. Indemnification of Directors and Officers. Any person who was or is a party or is threatened to be made a party in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
such person is a current or former director or officer of the Corporation, or is or was serving while a director or officer of the Corporation
at the request of the Corporation as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, enterprise or employee benefit plan, shall be indemnified by the Corporation against judgments, penalties, fines,
excise taxes, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with
such action, suit or proceeding to the full extent permissible under the MGCL, the Securities Act of 1933, as amended, and the Investment
Company Act, as those statutes are now or hereafter in force, except that such indemnity shall not protect any such person against any
liability to the Corporation or any stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (“disabling conduct”).
SECTION
2. Advances. Any current or former director or officer of the Corporation claiming indemnification within the scope of this Article
VI shall be entitled to advances from the Corporation for payment of the reasonable expenses incurred by him or her in connection with
proceedings to which he or she is a party in the manner and to the full extent permissible under the MGCL, the Securities Act of 1933,
as amended, and the Investment Company Act, as those statutes are now or hereafter in force; provided, however, that the person seeking
indemnification shall provide to the Corporation a written affirmation of his good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met and a written undertaking to repay any such advance, if it should ultimately be determined
that the standard of conduct has not been met, and provided further that at least one of the following additional conditions is met:
(a) the person seeking indemnification shall provide a security in form and amount acceptable to the Corporation for his undertaking;
(b) the Corporation is insured against losses arising by reason of the advance; or (c) a majority of a quorum of directors of the Corporation
who are neither “interested persons” as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the proceeding
(“disinterested non-party directors”), or independent legal counsel, in a written opinion, shall determine, based on a review
of facts readily available to the Corporation at the time the advance is proposed to be made, that there is reason to believe that the
person seeking indemnification will ultimately be found to be entitled to indemnification.
SECTION
3. Procedure. At the request of any current or former director or officer, or any employee or agent whom the Corporation proposes
to indemnify, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the MGCL, the Securities
Act of 1933, as amended, and the Investment Company Act, as those statutes are now or hereafter in force, whether the standards required
by this Article V have been met; provided, however, that indemnification shall be made only following: (a) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person to be indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct, by (i) the vote of a majority of a quorum of disinterested non-party directors
or (ii) an independent legal counsel in a written opinion.
SECTION
4. Indemnification of Employees and Agents. Employees and agents who are not officers or directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, in accordance with the procedures set forth in this Article V to
the extent permissible under the MGCL, the Securities Act of 1933, as amended, and the Investment Company Act, as those statutes are
now or hereafter in force, and to such further extent, consistent with the foregoing, as may be provided by action of the Board of Directors
or by contract.
SECTION
5. General; Other Rights. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest
immediately upon election of a director or officer. Neither the amendment nor repeal of this Article, nor the adoption or amendment of
any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability
of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. The
indemnification provided by this Article VI shall not be deemed exclusive of any other right, with respect to indemnification or otherwise,
to which those seeking such indemnification may be entitled under any insurance or other agreement, vote of stockholders or disinterested
directors or otherwise, both as to action by a director or officer of the Corporation in his official capacity and as to action by such
person in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION
6. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving
at the request of the Corporation as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, enterprise or employee benefit plan, against any liability asserted against and incurred by him or her in any such
capacity, or arising out of his or her status as such, and reasonable expenses incurred by him or her in connection with proceedings
to which he or she is made a party, provided that no insurance may be obtained by the Corporation for liabilities against which the Corporation
is specifically prohibited from indemnifying him or her under this Article VI or applicable law.
Section
5 of the Registrant’s Investment Advisory Agreement provides as follows:
The Advisor
shall exercise its best judgment in rendering the services described in paragraphs 2 and 3 above. The Advisor shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters of which this Agreement relates,
provided that nothing in this paragraph shall be deemed to protect or purport to protect the Advisor against any liability to the Fund
or to its shareholders to which the Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or by reason of the Advisor’s reckless disregard of its obligations and duties under
this Agreement.
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Item 31.
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Business
and Other Connections of Investment Adviser
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The Investment Adviser,
a limited liability company organized under the laws of the State of New York, acts as investment adviser to the Registrant. The Registrant
is fulfilling the requirement of this Item 31 to provide a list of the officers and directors of the Investment Adviser, together with
information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Investment Adviser
or those officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV of
the Investment Adviser filed with the SEC pursuant to the Investment Advisers Act of 1940 (Commission File No. 801-37706).
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Item 32.
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Location
of Accounts and Records
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The accounts
and records of the Registrant are maintained in part at the office of the Investment Adviser at One Corporate Center, Rye, New York 10580-1422,
in part at the offices of the Registrant’s custodian, The Bank of New York Mellon Corporation, 240 Greenwich Street, New York,
New York 10286, in part at the offices of the Registrant’s sub-administrator, BNY Mellon Investment Servicing (US) Inc., 400 Bellevue
Parkway, Wilmington, Delaware, 19809, and in part at the offices of Computershare Trust Company, N.A., 150 Royall Street, Canton, Massachusetts
02021.
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Item 33.
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Management
Services
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Not applicable.
1. Not
applicable.
2. Not
applicable.
3. Registrant
undertakes:
(a)
to
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(1)
to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2)
to
reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(3)
to
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(4)
if
(i) it determines to conduct one or more offerings of the Fund’s common shares (including rights to purchase its common shares)
at a price below its net asset value per common share at the date the offering is commenced, and (ii) such offering or offerings
will result in greater than a 15% dilution to the Fund’s net asset value per common share.
(b)
that,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c)
to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering; and
(d)
that,
for the purpose of determining liability under the Securities Act to any purchaser:
(1)
if
the Registrant is relying on Rule 430B:
(A)
Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; or
(2)
if
the Registrant is relying on Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
(e)
that
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned
Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to the purchaser:
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(1)
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any preliminary
prospectus or prospectus of the undersigned Registrant relating to the offering required
to be filed pursuant to Rule 424 under the Securities Act;
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(2)
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free writing
prospectus relating to the offering prepared by or on behalf of the undersigned Registrant
or used or referred to by the undersigned Registrants;
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(3)
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the portion
of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities
Act relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
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(4)
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any other
communication that is an offer in the offering made by the undersigned Registrant to the
purchaser.
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4. Registrant
undertakes:
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(a)
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that, for
the purpose of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part
of the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule
424(b)(1) under the Securities Act will be deemed to be a part of the Registration Statement as of the time it was declared effective.
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(b)
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that, for
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities
at that time will be deemed to be the initial bona fide offering thereof.
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5. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
7. Registrant
undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any prospectus or Statement of Additional Information constituting Part B of this Registration Statement.
8.
Registrant undertakes to only offer rights to purchase a combination of common stock and preferred stock together after a post-effective
amendment to the Registration Statement relating to such rights has been declared effective.
SIGNATURES
As required
by the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on the 2nd day of June, 2021.
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THE GABELLI EQUITY TRUST INC.
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By:
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/s/
Bruce N. Alpert
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Bruce N. Alpert
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President and Principal Executive Officer
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As required
by the Securities Act of 1933, as amended, this Form N-2 has been signed below by the following persons in the capacities set forth below
on the 2nd day of June, 2021.
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NAME
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TITLE
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*
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Director
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Mario
J. Gabelli
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*
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Director
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Agnes Mullady
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*
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Director
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Elizabeth C. Bogan
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*
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Director
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James P. Conn
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*
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Director
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Frank J. Fahrenkopf, Jr.
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*
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Director
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Michael J. Ferrantino
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*
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Director
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Leslie F. Foley
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*
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Director
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William F. Heitmann
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*
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Director
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Kuni Nakamura
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*
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Director
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Salvatore J. Zizza
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/s/ BRUCE N. ALPERT
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President and Principal Executive Officer
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Bruce N. Alpert
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/s/ JOHN C. BALL
John C. Ball
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Treasurer and Principal Financial and Accounting Officer
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/s/ BRUCE N. ALPERT
Bruce N. Alpert
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Attorney-in-Fact
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*
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Pursuant to a Power of Attorney
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EXHIBIT
INDEX
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