FORM OF

ARTICLES SUPPLEMENTARY

OF

THE GABELLI EQUITY TRUST INC.

CREATING AND FIXING THE RIGHTS OF

SERIES G CUMULATIVE PREFERRED STOCK

The Gabelli Equity Trust Inc., a Maryland corporation, having its principal office in Baltimore City, Maryland (hereinafter called the “ Corporation ”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors, at a meeting duly convened and held on May 16, 2012, pursuant to authority expressly vested in it by Article V of the Charter of the Corporation, adopted resolutions classifying up to 12,000,000 authorized and unissued shares of the Corporation, previously classified as shares of the Corporation’s common stock (“Common Stock”) or preferred stock (“Preferred Stock”), par value $0.001 per share, as shares of Series G Cumulative Preferred Stock, and authorizing such shares of Series G Cumulative Preferred Stock for issuance by the Corporation.

SECOND: The Pricing Committee of the Board of Directors, at a meeting duly convened and held on June 12, 2012 pursuant to Section 2-411 of the Maryland General Corporation Law and authority granted it by the Board of Directors at its May 16, 2012 meeting, approved the designation and issuance by the Corporation of up to 12,000,000 shares of Series G Cumulative Preferred Stock.

THIRD: The preferences, rights, voting powers, restrictions, limitations as to dividends and distributions, qualifications, and terms and conditions of redemption of the Series G Cumulative Preferred Stock, par value $0.001 per share, are as follows:

DESIGNATION

Series G Cumulative Preferred Stock: A series of 12,000,000 shares of preferred stock, par value $0.001 per share, liquidation preference $25 per share, is hereby designated “Series G Cumulative Preferred Stock” (the “Series G Preferred Stock”). Each share of Series G Preferred Stock may be issued on a date to be determined by the Board of Directors of the Corporation (or the Pricing Committee of the Board of Directors); shall have an initial dividend rate (and any subsequent dividend rate) stated as a rate per annum, an initial Dividend Period and an initial Dividend Payment Date as shall be determined in advance of the issuance thereof by the Board of Directors of the Corporation (or the Pricing Committee of the Board of Directors); and shall have such other preferences, rights, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law or set forth in the Governing Documents applicable to Preferred Stock, as are set forth in these Articles Supplementary. The Series G Preferred Stock shall constitute a separate series of Preferred Stock.

“ Asset Coverage ” means asset coverage, as determined in accordance with Section 18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior securities of the Corporation which are stock, including all Outstanding shares of Series G Preferred Stock (or such other asset coverage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are stock of a closed-end investment company as a condition of declaring dividends on its common stock), determined on the basis of values calculated as of a time within 48 hours (not including Saturdays, Sundays or holidays) next preceding the time of such determination.

“ Board of Directors ” means the Board of Directors of the Corporation or any duly authorized committee thereof as permitted by applicable law.

“ Business Day ” means a day on which the New York Stock Exchange is open for trading and that is neither a Saturday, Sunday nor any other day on which banks in the city of New York, New York are authorized or obligated by law to close.

“ By-Laws ” means the By-Laws of the Corporation, as amended from time to time.

“ Charter ” means the Articles of Incorporation of the Corporation, as amended and supplemented (including by these Articles Supplementary), as filed with the State Department of Assessments and Taxation of Maryland.

“ Common Stock ” means the Common Stock, par value $0.001 per share, of the Corporation.

“ Corporation ” means The Gabelli Equity Trust Inc., a Maryland corporation.

“ Cure Date ” shall have the meaning set forth in paragraph 4(a) of Article II hereof.

“ Date of Original Issue ” means, with respect to the Series G Preferred Stock, [            ], and for the purposes of these Articles Supplementary shall mean with respect to any other class or series of Preferred Stock the date upon which shares of such class or series are first issued.

“ Dividend-Disbursing Agent ” means, with respect to the Series G Preferred Stock, Computershare Trust Company, N.A. and its successors or any other dividend-disbursing agent appointed by the Corporation and, with respect to any other class or series of Preferred Stock, the Person appointed by the Corporation as dividend-disbursing or paying agent with respect to such class or series.

“ Dividend Payment Date ” means with respect to the Series G Preferred Stock, any date on which dividends and distributions declared by the Board of Directors thereon are payable pursuant to the provisions of paragraph 2(a) of Article II of these Articles Supplementary and shall for the purposes of these Articles Supplementary have a correlative meaning with respect to any other class or series of Preferred Stock.

“ Dividend Period ” shall have the meaning set forth in paragraph 2(a) of Article II hereof, and for the purposes of these Articles Supplementary shall have a correlative meaning with respect to any other class or series of Preferred Stock.

“ Governing Documents ” means the Charter and the By-Laws.

“ Initial Dividend Period ” shall have the meaning set forth in paragraph 2(a) of Article II hereof.

“ Liquidation Preference ” shall, with respect to the Series G Preferred Stock, have the meaning set forth in paragraph 3(a) of Article II hereof, and for the purposes of these Articles Supplementary shall have a correlative meaning with respect to any other class or series of Preferred Stock.

“ Notice of Redemption ” shall have the meaning set forth in paragraph 4(c)(i) of Article II hereof.

“ Outstanding ” means, as of any date, Preferred Stock theretofore issued by the Corporation except:

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(a) any such share of Preferred Stock theretofore cancelled by the Corporation or delivered to the Corporation for cancellation;

(b) any such share of Preferred Stock, other than auction rate Preferred Stock, as to which a notice of redemption shall have been given and for whose payment at the redemption thereof assets in the necessary amount are held by the Corporation in trust for, or have been irrevocably deposited with the relevant disbursing agent for payment to, the holder of such share pursuant to these Articles Supplementary with respect thereto;

(c) in the case of auction rate Preferred Stock, any such shares theretofore delivered to the applicable auction agent for cancellation or with respect to which the Corporation has given notice of redemption and irrevocably deposited with the paying agent sufficient funds to redeem such shares; and

(d) any such share in exchange for or in lieu of which other shares have been issued and delivered.

Notwithstanding the foregoing, (i) for purposes of voting rights (including the determination of the number of shares required to constitute a quorum), any shares of Preferred Stock as to which any subsidiary of the Corporation is the holder will be disregarded and deemed not Outstanding, and (ii) in connection with any auction of shares of auction rate Preferred Stock as to which the Corporation or any Person known to the auction agent to be a subsidiary of the Corporation is the holder will be disregarded and not deemed Outstanding.

“ Person ” means and includes an individual, a partnership, the Corporation, a trust, a corporation, a limited liability company, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof.

“ Preferred Stock ” means the preferred stock, par value $0.001 per share, of the Corporation, and includes the Series G Preferred Stock.

“ Redemption Price ” has the meaning set forth in paragraph 4(a) of Article II hereof, and for the purposes of these Articles Supplementary shall have a correlative meaning with respect to any other class or series of Preferred Stock.

“ Series G Preferred Stock ” means the Series G Cumulative Preferred Stock, par value $0.001 per share, of the Corporation.

“ Series G Asset Coverage Cure Date ” means, with respect to the failure by the Corporation to maintain Asset Coverage (as required by paragraph 6(a) of Article II hereof) as of the last Business Day of each March, June, September and December of each year, 60 days following such Business Day.

“ Voting Period ” shall have the meaning set forth in paragraph 5(b) of Article II hereof.

ARTICLE II

SERIES G CUMULATIVE PREFERRED STOCK

1. Number of Shares; Ranking.

(a) The initial number of authorized shares constituting the Series G Preferred Stock to be issued is 12,000,000. No fractional shares of Series G Preferred Stock shall be issued.

(b) Shares of Series G Preferred Stock which at any time have been redeemed or purchased by the Corporation shall, after such redemption or purchase, have the status of authorized but unissued shares of Preferred Stock.

(c) The Series G Preferred Stock shall rank on a parity with any other series of Preferred Stock as to the payment of dividends, distributions and liquidation preference to which such stock is entitled.

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(d) No holder of Series G Preferred Stock shall have, solely by reason of being such a holder, any preemptive or other right to acquire, purchase or subscribe for any shares of any Preferred Stock or Common Stock or other securities of the Corporation which it may hereafter issue or sell.

2. Dividends and Distributions.

(a) (i) For the twelve month period commencing on the Date of Original Issue of the Series G Preferred Stock (the “ Initial Dividend Period ”), holders of shares of Series G Preferred Stock shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of Directors, out of funds legally available therefor, cumulative cash dividends and distributions at the rate of 6.00% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) of the Liquidation Preference on the Series G Preferred Stock and no more; and

(ii) after such Initial Dividend Period, holders of shares of Series G Preferred Stock shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of Directors, out of funds legally available therefor, cumulative cash dividends and distributions at the rate of 5.00% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) of the Liquidation Preference on the Series G Preferred Stock and no more, in each case payable quarterly on March 26, June 26, September 26 and December 26 in each year (each a “ Dividend Payment Date ”) commencing on September 26, 2012 (or, if any such day is not a Business Day, then on the next succeeding Business Day). Dividends and distributions will be payable to holders of record of Series G Preferred Stock as they appear on the stock register of the Corporation at the close of business on the fifth Business Day prior to the Dividend Payment Date in preference to dividends and distributions on shares of Common Stock and any other capital stock of the Corporation ranking junior to the Series G Preferred Stock in payment of dividends and distributions. Dividends and distributions on shares of Series G Preferred Stock shall accumulate from the date on which such shares are originally issued. Each period beginning on and including a Dividend Payment Date (or the Date of Original Issue, in the case of the first dividend period after issuance of such shares) and ending on but excluding the next succeeding Dividend Payment Date is referred to herein as a “ Dividend Period .” Dividends and distributions on account of arrears for any past Dividend Period or in connection with the redemption of Series G Preferred Stock may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date not exceeding 30 days preceding the payment date thereof as shall be fixed by the Board of Directors.

(b) (i) No full dividends or distributions shall be declared or paid on shares of Series G Preferred Stock for any Dividend Period or part thereof unless full cumulative dividends and distributions due through the most recent Dividend Payment Dates therefor for all series of Preferred Stock ranking on a parity with the Series G Preferred Stock as to the payment of dividends and distributions have been or contemporaneously are declared and paid through the most recent Dividend Payment Dates therefor. If full cumulative dividends and distributions due have not been paid on all Outstanding shares of such Preferred Stock, any dividends and distributions being paid on such shares of Preferred Stock (including the Series G Preferred Stock) will be paid as nearly pro rata as possible in proportion to the respective amounts of dividends and distributions accumulated but unpaid on each such series of Preferred Stock on the relevant Dividend Payment Date. No holders of shares of Series G Preferred Stock shall be entitled to any dividends or distributions, whether payable in cash, property or stock, in excess of full cumulative dividends and distributions as provided in this paragraph 2(b)(i) on shares of Series G Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any dividend payments on any shares of Series G Preferred Stock that may be in arrears.

(ii) For so long as shares of Series G Preferred Stock are Outstanding, the Corporation shall not pay any dividend or other distribution (other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Stock or other stock, if any, ranking junior to the Series G Preferred Stock as to payment of dividends and the distribution of assets upon liquidation) in respect of the Common Stock or any other stock of the Corporation ranking junior to the Series G Preferred Stock as to payment of dividends and the distribution of assets upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any shares of Common Stock or any other stock of the Corporation ranking junior to the Series G Preferred Stock as to payment of dividends and the distribution of assets upon liquidation (except by conversion into or exchange for stock of the Corporation ranking junior to the Series G Preferred Stock as to payment of dividends and the distribution of assets upon liquidation), unless, in each case, (A) immediately thereafter, the Corporation

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shall have Asset Coverage, (B) all cumulative dividends and distributions on all shares of Series G Preferred Stock due on or prior to the date of the transaction have been declared and paid (or shall have been declared and sufficient funds for the payment thereof deposited with the applicable Dividend-Disbursing Agent) and (C) the Corporation has redeemed the full number of shares of Series G Preferred Stock to be redeemed mandatorily pursuant to any provision contained herein for mandatory redemption.

(iii) Any dividend payment made on the shares of Series G Preferred Stock shall first be credited against the dividends and distributions accumulated with respect to the earliest Dividend Period for which dividends and distributions have not been paid.

(c) Not later than the Business Day immediately preceding each Dividend Payment Date, the Corporation shall deposit with the Dividend-Disbursing Agent assets having an initial combined value sufficient to pay the dividends and distributions that are payable on such Dividend Payment Date, which assets shall mature (if such assets constitute debt securities) on or prior to such Dividend Payment Date. The Corporation may direct the Dividend-Disbursing Agent with respect to the investment of any such assets, provided that the proceeds of any such investment will be available at the opening of business on such Dividend Payment Date.

3. Liquidation Rights.

(a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series G Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Stock or any other stock of the Corporation ranking junior to the Series G Preferred Stock as to liquidation payments, a liquidation distribution in the amount of $25.00   per share (the “ Liquidation Preference ”), plus an amount equal to all unpaid dividends and distributions accumulated to and including the date fixed for such distribution or payment (whether or not earned or declared by the Corporation, but excluding interest thereon), and such holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up of the Corporation.

(b) If, upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution among the holders of all Outstanding shares of Series G Preferred Stock, and any other Outstanding shares of a class or series of Preferred Stock ranking on a parity with the Series G Preferred Stock as to payment upon liquidation, shall be insufficient to permit the payment in full to such holders of Series G Preferred Stock of the Liquidation Preference plus accumulated and unpaid dividends and distributions and the amounts due upon liquidation with respect to such other Preferred Stock, then such available assets shall be distributed among the holders of shares of Series G Preferred Stock and such other Preferred Stock ratably in proportion to the respective preferential liquidation amounts to which they are entitled. Unless and until the Liquidation Preference plus accumulated and unpaid dividends and distributions has been paid in full to the holders of shares of Series G Preferred Stock, no dividends or distributions will be made to holders of the Common Stock or any other stock of the Corporation ranking junior to the Series G Preferred Stock as to liquidation.

4. Redemption.

Shares of the Series G Preferred Stock shall be redeemed by the Corporation as provided below:

(a) Mandatory Redemptions.

If the Corporation is required to redeem any shares of Preferred Stock (which may include Series G Preferred Stock) pursuant to paragraphs 6(b) or 6(c) of Article II hereof or pursuant to the Charter, then the Corporation shall, to the extent permitted by the 1940 Act and Maryland law, fix a redemption date (the “ Cure Date ”) and proceed to redeem shares as set forth in paragraph 4(c) hereof. On such redemption date, the Corporation shall redeem, out of funds legally available therefor, the number of shares of Preferred Stock, which, to the extent permitted by the 1940 Act and Maryland law, at the option of the Corporation may include any proportion of Series G Preferred Stock or any other series of Preferred Stock, equal to the minimum number of shares the redemption of which, if such

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redemption had occurred immediately prior to the opening of business on such Cure Date, would have resulted in the Corporation having Asset Coverage or an adjusted value of assets equal to or greater than the amount required to be maintained by any series of Preferred Stock immediately prior to the opening of business on such Cure Date or, if such Asset Coverage or an adjusted value of assets equal to or greater than the necessary amount, as the case may be, cannot be so restored, all of the Outstanding shares of Series G Preferred Stock, at a price equal to the Liquidation Preference per share plus accumulated but unpaid dividends and distributions (whether or not earned or declared by the Corporation) through the date of redemption (the “ Redemption Price ”). In the event that shares of Preferred Stock are redeemed pursuant to paragraphs 6(b) or 6(c) of Article II hereof, the Corporation may, but is not required to, redeem a sufficient number of shares of Series G Preferred Stock pursuant to this paragraph 4(a) which, when aggregated with other shares of Preferred Stock redeemed by the Corporation, permits the Corporation to have with respect to the shares of Preferred Stock (including the Series G Preferred Stock) remaining Outstanding after such redemption (i) Asset Coverage of as much as 210% and (ii) an adjusted value of assets as required in the instrument creating the Preferred Stock. In the event that all of the shares of Series G Preferred Stock then Outstanding are required to be redeemed pursuant to paragraph 6 of Article II hereof, the Corporation shall redeem such shares at the Redemption Price and proceed to do so as set forth in paragraph 4(c) hereof.

(b) Optional Redemptions.

Prior to [            ], 2017 the shares of Series G Preferred Stock are not subject to optional redemption by the Corporation unless such redemption is necessary, in the judgment of the Board of Directors, to maintain the Corporation’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Commencing on [            ], 2017 and thereafter, and prior thereto to the extent necessary to maintain the Corporation’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, to the extent permitted by the 1940 Act and Maryland law, the Corporation may at any time upon Notice of Redemption redeem the Series G Preferred Stock in whole or in part at the Redemption Price per share, which notice shall specify a redemption date of not fewer than 15 days nor more than 40 days after the date of such notice.

(c) Procedures for Redemption.

(i) If the Corporation shall determine, or be required, to redeem shares of Series G Preferred Stock pursuant to this paragraph 4, it shall mail a written notice of redemption (“ Notice of Redemption ”) with respect to such redemption by first class mail, postage prepaid, to each holder of the shares to be redeemed at such holder’s address as the same appears on the stock books of the Corporation on the close of business on such date as the Board of Directors or its delegatee may determine, which date shall not be earlier than the second Business Day prior to the date upon which such Notice of Redemption is mailed to the holders of Series G Preferred Stock. Each such Notice of Redemption shall state: (A) the redemption date as established by the Board of Directors or its delegatee; (B) the number or percentage of shares of Series G Preferred Stock to be redeemed; (C) the CUSIP number(s) of such shares; (D) the Redemption Price (specifying the amount of accumulated dividends to be included therein); (E) the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Directors or its delegatee shall so require and the Notice of Redemption shall so state), if any, are to be surrendered for payment in respect of such redemption; (F) that dividends and distributions on the shares to be redeemed will cease to accrue on such redemption date; (G) the provisions of this paragraph 4 under which such redemption is made; and (H) in the case of a redemption pursuant to paragraph 4(b), any conditions precedent to such redemption. If fewer than all shares of Series G Preferred Stock held by any holder are to be redeemed, the Notice of Redemption mailed to such holder also shall specify the number or percentage of shares to be redeemed from such holder. No defect in the Notice of Redemption or the mailing thereof shall affect the validity of the redemption proceedings, except as required by applicable law.

(ii) If the Corporation shall give a Notice of Redemption, then by the close of business on the Business Day preceding the redemption date specified in the Notice of Redemption (so long as any conditions precedent to such redemption have been met) or, if the Dividend-Disbursing Agent so agrees, another date not later than the redemption date, the Corporation shall (A) deposit with the Dividend-Disbursing Agent assets that shall mature (if such assets constitute debt securities) on or prior to such redemption date having an initial combined value sufficient to effect the redemption of the shares of Series G Preferred Stock to be redeemed and (B) give the Dividend-Disbursing Agent irrevocable instructions and authority to pay the Redemption Price to the holders of the shares of

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Series G Preferred Stock called for redemption on the redemption date. The Corporation may direct the Dividend-Disbursing Agent with respect to the investment of any such assets so deposited provided that the proceeds of any such investment will be available at the opening of business on such redemption date. Upon the date of such deposit (unless the Corporation shall default in making payment of the Redemption Price), all rights of the holders of the shares of Series G Preferred Stock so called for redemption shall cease and terminate except the right of the holders thereof to receive the Redemption Price thereof and such shares shall no longer be deemed Outstanding for any purpose. The Corporation shall be entitled to receive, promptly after the date fixed for redemption, any cash in excess of the aggregate Redemption Price of the shares of Series G Preferred Stock called for redemption on such date and any remaining assets deposited for the payment of the Redemption Price. Any assets so deposited that are unclaimed at the end of two years from such redemption date shall, to the extent permitted by law, be repaid to the Corporation, after which the holders of the shares of Series G Preferred Stock so called for redemption shall look only to the Corporation for payment of the Redemption Price thereof. The Corporation shall be entitled to receive, from time to time after the date fixed for redemption, any interest on the assets so deposited.

(iii) On or after the redemption date, each holder of shares of Series G Preferred Stock that are subject to redemption shall surrender such shares to the Corporation as instructed in the Notice of Redemption and shall then be entitled to receive the cash Redemption Price, without interest.

(iv) In the case of any redemption of less than all of the shares of Series G Preferred Stock pursuant to these Articles Supplementary, such redemption shall be made pro rata from each holder of shares of Series G Preferred Stock in accordance with the respective number of shares held by each such holder on the record date for such redemption.

(v) Notwithstanding the other provisions of this paragraph 4, the Corporation shall not redeem shares of Series G Preferred Stock unless all accumulated and unpaid dividends and distributions on all Outstanding shares of Series G Preferred Stock and other Preferred Stock ranking on a parity with the Series G Preferred Stock with respect to dividends and distributions for all applicable past Dividend Periods (whether or not earned or declared by the Corporation) shall have been or are contemporaneously paid or declared and assets for the payment of such dividends and distributions shall have been deposited with the Dividend-Disbursing Agent as set forth in paragraph 2(c) of Article II hereof, provided, however, that the foregoing shall not prevent the purchase or acquisition of outstanding shares of Preferred Stock pursuant to the successful completion of an otherwise lawful purchase or exchange offer made on the same terms to holders of all Outstanding shares of Series G Preferred Stock.

If the Corporation shall not have funds legally available for the redemption of, or is otherwise unable to redeem, all the shares of the Series G Preferred Stock or other Preferred Stock designated to be redeemed on any redemption date, the Corporation shall redeem on such redemption date the number of shares of Series G Preferred Stock and other Preferred Stock so designated as it shall have legally available funds, or is otherwise able, to redeem ratably on the basis of the Redemption Price from each holder whose shares are to be redeemed, and the remainder of the shares of the Series G Preferred Stock and other Preferred Stock designated to be redeemed shall be redeemed on the earliest practicable date on which the Corporation shall have funds legally available for the redemption of, or is otherwise able to redeem, such shares upon Notice of Redemption.

5. Voting Rights.

(a) General.

Except as otherwise provided by law or as specified in the Governing Documents or a resolution of the Board of Directors or its delegatee, each holder of shares of Series G Preferred Stock and any other Preferred Stock shall be entitled to one vote for each share held on each matter submitted to a vote of stockholders of the Corporation, and the holders of Outstanding shares of Preferred Stock, including Series G Preferred Stock, and of shares of Common Stock shall vote together as a single class; provided, however , that at any meeting of the stockholders of the Corporation held for the election of directors, the holders of Outstanding shares of Preferred Stock, including Series G Preferred Stock, shall be entitled, as a class, to the exclusion of the holders of all other securities and classes of capital stock of the Corporation, to elect a number of the Corporation’s directors, such that following the election of directors at the meeting of the stockholders, the Corporation’s Board of Directors shall contain two directors elected by the holders of the Outstanding shares of Preferred Stock, including the Series G Preferred Stock. Subject to

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paragraph 5(b) of Article II hereof, the holders of outstanding shares of capital stock of the Corporation, including the holders of Outstanding shares of Preferred Stock, including the Series G Preferred Stock, voting as a single class, shall elect the balance of the directors.

(b) Right to Elect Majority of Board of Directors.

During any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a “ Voting Period ”), the number of directors constituting the Board of Directors shall be automatically increased by the smallest number that, when added to the two directors elected exclusively by the holders of shares of Preferred Stock pursuant to paragraph 5(a) above, would constitute a majority of the Board of Directors as so increased by such smallest number; and the holders of shares of Preferred Stock shall be entitled, voting separately as one class (to the exclusion of the holders of all other securities and classes of capital stock of the Corporation), to elect such smallest number of additional directors, together with the two directors that such holders are in any event entitled to elect pursuant to paragraph 5(a) above. The Corporation and the Board of Directors shall take all necessary action, including amending the By-Laws, to effect an increase in the number of directors as described in the preceding sentence. A Voting Period shall commence:

(i) if at any time accumulated dividends and distributions (whether or not earned or declared, and whether or not funds are then legally available in an amount sufficient therefor) on the Outstanding shares of Series G Preferred Stock equal to at least two full years’ dividends and distributions shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Dividend-Disbursing Agent for the payment of such accumulated dividends and distributions; or

(ii) if at any time holders of any other shares of Preferred Stock are entitled to elect a majority of the Directors of the Corporation under the 1940 Act or Articles Supplementary creating such shares.

Upon the termination of a Voting Period, the voting rights described in this paragraph 5(b) shall cease, subject always, however, to the reverting of such voting rights in the holders of Preferred Stock upon the further occurrence of any of the events described in this paragraph 5(b).

(c) Voting Procedures.

(i) As soon as practicable after the accrual of any right of the holders of shares of Preferred Stock to elect additional directors as described in paragraph 5(b) above, the Corporation shall call a special meeting of such holders and shall mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 days after the date of mailing of such notice. If the Corporation fails to send such notice or if the Corporation does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the day on which such notice is mailed or such other date as the Board of Directors shall determine. At any such special meeting and at each meeting held during a Voting Period, such holders of Preferred Stock, voting together as a class (to the exclusion of the holders of all other securities and classes of capital stock of the Corporation), shall be entitled to elect the number of directors prescribed in paragraph 5(b) above on a one-vote-per-share basis. At any such meeting or adjournment thereof in the absence of a quorum, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting without notice, other than by an announcement at the meeting, to a date not more than 90 days after the original record date.

(ii) For purposes of determining any rights of the holders of Series G Preferred Stock to vote on any matter or the number of shares required to constitute a quorum, whether such right is created by these Articles Supplementary, by the other provisions of the Governing Documents, by statute or otherwise, a share of Series G Preferred Stock which is not Outstanding shall not be counted.

(iii) The terms of office of all persons who are directors of the Corporation at the time of a special meeting of holders of Preferred Stock, including Series G Preferred Stock, to elect directors, shall continue following such meeting, notwithstanding the election at such meeting by such holders of the number of directors that they are entitled to elect, and the persons so elected by such holders, together with the two incumbent directors elected by the holders of Preferred Stock, including Series G Preferred Stock, and the remaining incumbent directors elected by the holders of the Common Stock and Preferred Stock, shall constitute the duly elected directors of the Corporation.

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(iv) Upon the expiration of a Voting Period, the terms of office of the additional directors elected by the holders of Preferred Stock pursuant to paragraph 5(b) above shall expire at the earliest time permitted by law and the remaining directors shall constitute the directors of the Corporation and the voting rights of such holders of Preferred Stock, including Series G Preferred Stock, to elect additional directors pursuant to paragraph 5(b) above shall cease, subject to the provisions of the last sentence of paragraph 5(b). Upon the expiration of the terms of the directors elected by the holders of Preferred Stock pursuant to paragraph 5(b) above, the number of directors shall be automatically reduced to the number and composition of directors on the Board immediately preceding such Voting Period.

(d) Exclusive Remedy.

Unless otherwise required by law, the holders of shares of Series G Preferred Stock shall not have any rights or preferences other than those specifically set forth herein. The holders of shares of Series G Preferred Stock shall have no preemptive rights or rights to cumulative voting. In the event that the Corporation fails to pay any dividends and distributions on the shares of Series G Preferred Stock, the exclusive remedy of the holders shall be the right to vote for directors pursuant to the provisions of this paragraph 5.

6. Coverage Tests.

(a) Determination of Compliance.

For so long as any shares of Series G Preferred Stock are Outstanding, the Corporation shall have Asset Coverage at the time of the declaration of any dividend (except a dividend payable in Common Stock) or distribution upon the Common Stock and at the time of any purchase of the Common Stock.

(b) Failure to Meet Asset Coverage.

If the Corporation fails to have Asset Coverage as provided in paragraph 6(a) hereof and such failure is not cured as of the Series G Asset Coverage Cure Date, (i) the Corporation shall give a Notice of Redemption as described in paragraph 4 of Article II hereof with respect to the redemption of a sufficient number of shares of Preferred Stock, which at the Corporation’s determination (to the extent permitted by the 1940 Act and Maryland law) may include any proportion of Series G Preferred Stock, to enable it to meet the requirements of paragraph 6(a) above, and, at the Corporation’s discretion, such additional number of shares of Series G Preferred Stock or other Preferred Stock in order that the Corporation shall have Asset Coverage with respect to the shares of Series G Preferred Stock and any other Preferred Stock remaining Outstanding after such redemption, and (ii) deposit with the Dividend-Disbursing Agent assets having an initial combined value sufficient to effect the redemption of the shares of Series G Preferred Stock or other Preferred Stock to be redeemed, as contemplated by paragraph 4(a) of Article II hereof.

(c) Status of Shares Called for Redemption.

For purposes of determining whether the requirements of paragraph 6(a) hereof are satisfied, (i) no share of the Series G Preferred Stock shall be deemed to be Outstanding for purposes of any computation if, prior to or concurrently with such determination, sufficient assets to pay the full Redemption Price for such share shall have been deposited in trust with the Dividend-Disbursing Agent (or applicable paying agent) and the requisite Notice of Redemption shall have been given, and (ii) such assets deposited with the Dividend-Disbursing Agent (or paying agent) shall not be included.

7. Limitation on Incurrence of Additional Indebtedness and Issuance of Additional Preferred Stock

(a) So long as any shares of Series G Preferred Stock are Outstanding and the Corporation is permitted to issue indebtedness under its fundamental investment restrictions, the Corporation may issue and sell one or more

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series of a class of senior securities of the Corporation representing indebtedness under Section 18 of the 1940 Act and/or otherwise create or incur indebtedness, provided that immediately after giving effect to the incurrence of such indebtedness and to its receipt and application of the proceeds thereof, the Corporation shall have an “asset coverage” for all senior securities representing indebtedness, as defined in Section 18(h) of the 1940 Act, of at least 300% of the amount of all indebtedness of the Corporation then Outstanding and no such additional indebtedness shall have any preference or priority over any other indebtedness of the Corporation upon the distribution of the assets of the Corporation or in respect of the payment of interest. Any possible liability resulting from lending and/or borrowing portfolio securities, entering into reverse repurchase agreements, entering into futures contracts and writing options or the use of any other financial instrument that may have the effect of creating leverage, to the extent such transactions are made in accordance with the investment restrictions of the Corporation then in effect, shall not be considered to be indebtedness limited by this paragraph 7(a).

(b) So long as any shares of Series G Preferred Stock are Outstanding, the Corporation may issue and sell shares of one or more other series of Preferred Stock constituting a series of a class of senior securities of the Corporation representing stock under Section 18 of the 1940 Act in addition to the shares of Series G Preferred Stock or shares of other Preferred Stock Outstanding, provided that (i) the Corporation shall, immediately after giving effect to the issuance of such additional Preferred Stock and to its receipt and application of the proceeds thereof, including, without limitation, to the redemption of Preferred Stock for which a Redemption Notice has been mailed prior to such issuance, have an “asset coverage” for all senior securities which are stock, as defined in Section 18(h) of the 1940 Act, of at least 200% of the sum of the Liquidation Preference of the shares of Series G Preferred Stock and all other Preferred Stock then Outstanding, and (ii) no such additional Preferred Stock shall have any preference or priority over any other Preferred Stock upon the distribution of the assets of the Corporation or in respect of the payment of dividends.

8. Termination

In the event that no Series G Preferred Stock are Outstanding, (1) all rights and preferences of such shares established and designated hereunder shall cease and terminate, and all obligations of the Corporation under these Articles Supplementary shall terminate and (2) the terms of office of all directors elected solely by the holders of the Series G Preferred Stock voting together as a class pursuant to paragraphs 5(a) and 5(b) shall expire. Upon the expiration of the terms of such directors, the number of directors shall be automatically reduced by the number of directors elected solely by the holders of Preferred Stock voting together as a class.

ARTICLE III

ABILITY OF BOARD OF DIRECTORS TO MODIFY THESE ARTICLES SUPPLEMENTARY

1. Modification to Prevent Ratings Reduction or Withdrawal.

The Board of Directors, without the vote or consent of any holders of Series G Preferred Stock or the holders of any other shares of Preferred Stock of the Corporation, or any other stockholder of the Corporation, may from time to time amend, alter or repeal the provisions of these Articles Supplementary, as well as any or all of the definitions contained within these Articles Supplementary (and any terms defined within, or related to, such definitions), add covenants and other obligations of the Corporation, or confirm the applicability of covenants and other obligations set forth herein, all in connection with obtaining or maintaining the rating of any rating agency then rating the Series G Preferred Stock, and any such amendment, alteration or repeal will be deemed not to affect the preferences, rights or powers of the holders of Series G Preferred Stock or the holders of any other shares of Preferred Stock of the Corporation expressly set forth in the Charter, provided that the Board of Directors shall have obtained written confirmation from any rating agency then rating the Series G Preferred Stock (with such confirmation in no event being required to be obtained from a particular rating agency with respect to definitions or other provisions relevant only to and adopted in connection with another rating agency’s rating of the Series G Preferred Stock) that any such amendment, alteration or repeal would not adversely affect the rating then assigned by such rating agency.

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2. Other Modification.

(a) The affirmative vote of the holders of a majority, as defined in the 1940 Act, of shares of Series G Preferred Stock (or of any other series of Preferred Stock), voting separately from any other series of Preferred Stock (to the extent its rights are affected differently), shall be required with respect to any matter that materially and adversely affects the rights, preferences or powers of that series in a manner different from that of other series or classes of the Corporation’s shares of capital stock. For purposes of the foregoing, no matter shall be deemed to adversely affect any rights, preference or power unless such matter (i) adversely alters or abolishes any preferential right of such series; (ii) creates, adversely alters or abolishes any right in respect of redemption of such series; or (iii) creates or adversely alters (other than to abolish) any restriction on transfer applicable to such series. An increase in the number of authorized shares of Preferred Stock pursuant to the Charter or the issuance of additional shares of any series of Preferred Stock (including the Series G Preferred Stock) pursuant to the Charter shall not in and of itself be considered to adversely affect the contract rights of the holders of Preferred Stock. The vote of holders of any series described in this paragraph 2(a) of Article III will in each case be in addition to a separate vote of the requisite percentage of Common Stock and Preferred Stock, if any, necessary to authorize the action in question. The holders of the Series G Preferred Stock shall not be entitled to vote on any matter that affects the rights or interests of only one or more series of Preferred Stock other than the Series G Preferred Stock.

(b) The affirmative vote of the holders of a majority, as defined in the 1940 Act, of the shares of Preferred Stock, voting separately as one class (including the Series G Preferred Stock), shall be required to amend, alter or repeal the provisions of the Governing Documents, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would affect adversely the rights, preferences or powers expressly set forth in any Articles Supplementary of the Preferred Stock, including the Series G Preferred Stock, unless, in each case, the Corporation obtains written confirmation from any rating agency then rating the Series G Preferred Stock that such amendment, alteration or repeal would not impair the rating then assigned by such rating agency to the Series G Preferred Stock, in which case the vote or consent of the holders of the Series G Preferred Stock is not required. For purposes of the foregoing, no matter shall be deemed to adversely affect any rights, preference or power unless such matter (i) adversely alters or abolishes any preferential right of the Series G Preferred Stock; (ii) creates, adversely alters or abolishes any right in respect of redemption of the Series G Preferred Stock; or (iii) creates or adversely alters (other than to abolish) any restriction on transfer applicable to the Series G Preferred Stock. An increase in the number of authorized shares of Preferred Stock pursuant to the Charter or the issuance of additional shares of any series of Preferred Stock (including the Series G Preferred Stock) pursuant to the Charter shall not in and of itself be considered to adversely affect the contract rights of the holders of Preferred Stock. The vote of holders of any Series G Preferred Stock described in this paragraph 2(b) of Article III will in each case be in addition to a separate vote of the requisite percentage, if any, of Common Stock and Preferred Stock necessary to authorize the action in question.

(c) Notwithstanding the provisions of Article III, to the extent permitted by law, the Board of Directors, without the vote of the holders of the Series G Preferred Stock or any other capital stock of the Corporation, may amend the provisions of these Articles Supplementary to resolve any inconsistency or ambiguity or to remedy any formal defect so long as the amendment does not in the aggregate adversely affect the rights and preferences of the Series G Preferred Stock.

(d) Unless a higher percentage is required under the Governing Documents or applicable provisions of Maryland law or the 1940 Act, the affirmative vote of the holders of a majority, as defined in the 1940 Act, of the shares of Outstanding Preferred Stock, including the Series G Preferred Stock, voting together as a single class, will be required to approve any plan of reorganization adversely affecting the Preferred Stock or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. The vote of holders of any series described in this paragraph 2(d) of Article III will in each case be in addition to a separate vote of the requisite percentage of Common Stock and Preferred Stock, if any, necessary to authorize the action in question.

(e) For purposes of this Article III, the phrase “vote of the Holders of a majority of the Outstanding shares of Preferred Stock” (or any like phrase) shall mean, in accordance with Section 2(a)(42) of the 1940 Act, the vote, at the annual or a special meeting of the stockholders of the Corporation duly called (A) of 67 percent or more of the shares of Preferred Stock present at such meeting, if the Holders of more than 50 percent of the Outstanding shares of Preferred Stock are present or represented by proxy; or (B) of more than 50 percent of the Outstanding shares of Preferred Stock, whichever is less.

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3. No Modification of Existing Preferred Stock.

(a) Nothing contained in these Articles Supplementary creating the Series G Preferred Stock shall be understood to modify the rights, obligations or privileges of any other series of the Corporation’s Preferred Stock Outstanding. To the extent permitted by law, the Board of Directors, without the vote of the holders of the Series G Preferred Stock or any other capital stock of the Corporation, may amend the provisions of these Articles Supplementary to resolve any inconsistency or ambiguity or to remedy any formal defect so as to negate the effect of any such modification of the rights, obligations or privileges of any other series of the Corporation’s Preferred Stock Outstanding.

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IN WITNESS WHEREOF, The Gabelli Equity Trust Inc. has caused these Articles Supplementary to be signed in its name and on its behalf by a duly authorized officer, and witnessed by its Secretary, and the said officers of the Corporation further acknowledge said instrument to be the corporate act of the Corporation, and state that to the best of their knowledge, information and belief under penalty of perjury the matters and facts herein set forth with respect to authorization and approval are true in all material respects, all on [            ], 2012.

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To subscribe for your primary shares please complete line “A” on the card below. If you are not subscribing for your full Primary Subscription, check box “D” below and we will attempt to sell any remaining unexercised Rights. There can be no assurance that unexercised Rights will be sold, or the costs or proceeds that will result from any completed sales. To subscribe for any over-subscription shares please complete line “B” below.

Please Note: Only Record Date Shareholders who have exercised their Primary Subscription in full may apply for shares pursuant to the Over-Subscription Privilege.

Payment of Shares: Full payment for both the primary and over-subscription shares or a notice of guaranteed delivery must accompany this subscription. Please reference your rights card control number on your check, money order or notice of guaranteed delivery.

If the aggregate Subscription Price paid by a Record Date Shareholder is insufficient to purchase the number of Series G Preferred that the holder indicates are being subscribed for, or if a Record Date Shareholder does not specify the number of Series G Preferred to be purchased, then the Record Date Shareholder will be deemed to have exercised first, the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Privilege to purchase Series G Preferred to the full extent of the payment rendered. If the aggregate Subscription Price paid by a Record Date Shareholder exceeds the amount necessary to purchase the number of Series G Preferred for which the Record Date Shareholder has indicted an intention to subscribe, then the Record Date Shareholder will be deemed to have exercised first, the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Privilege to the full extent of the excess payment tendered.

FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING, PLEASE REFER TO THE FUND’S PROSPECTUS SUPPLEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM THE RIGHTS AGENT, MORROW & CO., LLC, BY CALLING TOLL-FREE AT (800) 969-2372.

Please complete all applicable information and return to the Subscription Agent:

Delivery of this Subscription Rights Certificate to an address other than as set forth above does not constitute a valid delivery.

Notice of Guaranteed Delivery

For Payment for Series G Cumulative Preferred Stock of Beneficial Interest

The Gabelli Equity Trust Inc.

Subscribed for Via Primary Subscription

and the Over-Subscription Privilege

As set forth in the Prospectus Supplement for this offering, this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all shares of the Fund’s Series G Cumulative Preferred Stock (the “ Shares ”) subscribed for via the Primary Subscription and the Over-Subscription Privilege. Such form may be delivered by first class mail, express mail or overnight courier or sent by facsimile to the Subscription Agent.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

Telephone number to confirm receipt: (781) 575-2332.

The New York Stock Exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Shares subscribed for in connection with this guarantee (separately disclosed as to the Primary Subscription and the Over-Subscription Privilege) to the Subscription Agent and must deliver prior to 5:00 p.m. Eastern Time, on the Expiration Date of July 24, 2012 , unless extended as described in the Prospectus Supplement, (a) this Notice of Guaranteed Delivery, to the Subscription Agent, guaranteeing delivery of payment in full for all subscribed Shares and (b) a properly completed and signed copy of the Subscription Certificate (which certificate and full payment must then be delivered to the Subscription Agent no later than the close of business of the third business day after the Expiration Date of July 24, 2012, unless extended). Failure to do so will result in a forfeiture of the Rights.

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern Time, on July 24, 2012 , unless extended, of payment of the full Subscription price for Shares subscribed for in the Primary Subscription and for any additional shares subscribed for pursuant to the Over-Subscription Privilege in the manner described on the other side of this form.

Method of delivery (circle one):

A. Through DTC

B. Direct to Computershare Trust Company, N.A., as Subscription Agent.

Please reference below the registration of the Rights to be delivered.

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PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

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SUBSCRIPTION AGENT AGREEMENT

This Subscription Agent Agreement (the “Agreement”) is made as of June _, 2012 by and between The Gabelli Equity Trust Inc., a closed-end investment company organized and existing under the laws of the State of Maryland, (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File No. 333-173819 filed by the Fund with the Securities and Exchange Commission (“SEC”) on May 31, 2012, as supplemented or amended by any amendment filed with respect thereto (the “Registration Statement”).

WHEREAS, the Fund proposes to make a subscription offer by issuing certificates or other evidences of subscription rights, in the form designated by the Fund (the “Subscription Certificates”) to shareholders of record (the “Shareholders”) of the Fund’s 6.20% Series F Cumulative Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), as of a record date specified by the Fund (the “Record Date”), pursuant to which each Shareholder and transferees thereof will have certain rights (the “Rights”) to subscribe for shares of Series G Cumulative Preferred Stock (“Series G Preferred Stock”), as described in and upon such terms as are set forth in the Prospectus and Prospectus Supplement (as defined below), a final copy of which has been or, upon availability will promptly be, delivered to the Agent; and

WHEREAS, the Fund wishes the Agent to perform certain acts on behalf of the Fund, and the Agent is willing to so act, in connection with the distribution of the Subscription Certificates and the issuance and exercise of the Rights to subscribe therein set forth, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements set forth herein, the parties agree as follows:

1. Appointment.

The Fund hereby appoints the Agent to act as subscription agent in connection with the distribution of Subscription Certificates and the issuance and exercise of the Rights in accordance with the terms set forth in this Agreement and the Prospectus, and the Agent hereby accepts such appointment and will act as subscription agent in accordance herewith.

2. Form and Execution of Subscription Certificates.

A. Each Subscription Certificate shall be irrevocable and transferable. The Agent shall, in its capacity as Transfer Agent of the Fund, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle each Shareholder in whose name it is recorded, and each transferee who purchases or otherwise receives a Subscription Certificate upon the terms set forth in the Prospectus, to the following:

(1) The right to acquire during the Subscription Period, as defined in the Prospectus Supplement to be filed with the SEC (“the Prospectus Supplement”), at the Subscription Price, as defined in the Prospectus Supplement, a number of shares of Series G Preferred Stock equal to one share of Series G Preferred Stock for every one Right (the “Basic Subscription Right”); and

(2) Solely with respect to Shareholders exercising all Rights received in the initial offering, the right to subscribe for additional shares of Series G Preferred Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Shareholders who exercise Over-Subscription Privileges on the basis specified in the Prospectus Supplement; provided, however, that such Shareholder or transferee has exercised all Basic Subscription Rights issued to him or her (the “Over-Subscription Privilege”).

3. Rights and Issuance of Subscription Certificates .

A. Each Subscription Certificate shall evidence the Rights of the Shareholder therein named to purchase Series G Preferred Stock upon the terms and conditions therein and herein set forth.

B. Upon the written advice of the Fund, signed by any of its duly authorized officers, as to the Record Date, the Agent shall, from a list of the Shareholders as of the Record Date to be prepared by the Agent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of the Shareholders, setting forth the number of Rights to subscribe for the Fund’s Series G Preferred Stock calculated on the basis of one Right for each share of Series F Preferred Stock recorded on the books in the name of each such Shareholder as of the Record Date. The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date. Upon the written advice, signed as aforesaid, as to the effective date of the Registration Statement from the Fund, the Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus Supplement, Prospectus, instruction letter and any other document as the Fund deems necessary or appropriate, to all Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia) and the Canadian provinces of Ontario, Quebec and Alberta. Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed.

C. The Agent will mail a copy of the Prospectus, Prospectus Supplement, instruction letter, and such other documents as the Fund deems necessary or appropriate, if any, to Shareholders whose record addresses are located outside the United States or the Canadian provinces listed above (“Foreign Record Date Shareholders”) but the Agent shall not mail Subscription Certificates to Foreign Record Date Shareholders. The Rights to which such Subscription Certificates relate will be held by the Agent for such Foreign Record Date Shareholders’ accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer the Rights in accordance with the Prospectus and Prospectus Supplement.

4. Exercise .

A. Shareholders may acquire shares of Series G Preferred Stock upon exercising Basic Subscription Rights and pursuant to the Over-Subscription Privilege by delivery to the Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Shareholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the Subscription Price, as disclosed in the Prospectus

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Supplement, for each share of Series G Preferred Stock subscribed for by exercise of such Rights, in U.S. dollars, by money order or check drawn on a bank in the United States, in each case payable to the order of the Fund or Computershare, except that shareholders in Canada may make payment in U.S. dollars by money order or check drawn on a bank located in Canada.

B. Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such date as the Fund designates in the Prospectus Supplement and to the Agent in writing (the “Expiration Date”). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent at the address specified in the Prospectus Supplement.

C. Notwithstanding the provisions of Section 4(A) and 4(B) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the full Subscription Price for the shares of Series G Preferred Stock subscribed for on Basic Subscription and any additional shares of Preferred Stock subscribed for pursuant to the Over-Subscription Privilege, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Series G Preferred Stock by the Agent within three Business Days (as defined in the Prospectus Supplement and below) after the Expiration Date (the “Protect Period”). For the purposes of this Agreement, “Business Day” shall mean any day on which trading is conducted on the New York Stock Exchange.

D. As soon as practicable after the expiration of the period in which to exercise the Subscription Rights, Computershare shall send to each exercising shareholder and exercising transferee (or, if shares of Series F Preferred Stock on the Record Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) a confirmation showing the number of shares of Series G Preferred Stock acquired pursuant to the Basic Subscription, and, if applicable, the Over-Subscription Privilege, the per share and total purchase price for such shares, and any additional amount payable to the Fund by such Shareholder or any excess to be returned by the Fund to such shareholder in the form of a check, along with a letter explaining the allocation of shares of Series G Preferred Stock pursuant to the Over-Subscription Privilege (such date of confirmation, the “Confirmation Date”).

E. Computershare will not issue or deliver certificates or Statements of Holding for shares subscribed for until payment in full therefore has been received, including collection of checks and payment pursuant to notices of guaranteed delivery.

5. Validity of Subscriptions .

Irregular subscriptions not otherwise covered by specific instructions herein shall be submitted to an appropriate officer of the Fund and handled in accordance with his or her instructions. Such instructions will be documented by the Agent indicating the name and title of the instructing officer and the date thereof.

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6. Over-Subscription .

If, after allocation of shares of Series G Preferred Stock to Shareholders and transferees who exercise their Basic Subscription Rights in accordance with the terms set forth in the Prospectus and Prospectus Supplement, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights (the “Remaining Shares”) to Shareholders who have exercised all or their respective Rights initially issued to them and who wish to acquire more than the number of shares for which the Rights issued to them are exercisable. Shares subscribed for pursuant to the Over-Subscription Privilege will be allocated in the amounts of such over-subscriptions subject to allotment and availability. If the number of shares for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares to Shareholders exercising Over-Subscription Privilege pro-rata based on the number of shares of Series F Preferred Stock owned by each of them on the Record Date. In addition, the officers of the Fund may determine to issue additional shares in the Over-Subscription Privilege, which shall be allocated pro rata to shareholders exercising the Over-Subscription Privilege. The percentage of Remaining Shares each over-subscribing Record Date Shareholder or other Rights holder may acquire will be rounded down to result in delivery of whole shares of Series G Preferred Stock. The Agent shall advise the Fund immediately upon the completion of the allocation set forth above as to the total number of shares subscribed and distributable.

7. Delivery of Shares .

The Agent will deliver (i) certificates or Statements of Holding reflecting new shares of the Fund’s Series G Preferred Stock in the Direct Registration System, representing those shares of Series G Preferred Stock purchased pursuant to exercise of Basic Subscription Rights as soon as practicable after the corresponding Rights have been validly exercised and full payment for such shares has been received and cleared and (ii) certificates or Statements of Holding representing those shares of Series G Preferred Stock purchased pursuant to the exercise of the Over-Subscription Privilege as soon as practicable after the Expiration Date and after all allocations have been effected.

8. Holding Proceeds of Rights Offering.

A. All proceeds received by Computershare from Shareholders in respect of the exercise of Rights shall be held by Computershare, on behalf of the Fund, in a segregated account (the “Account”). No interest shall accrue to the Fund or shareholders on funds held in the Account pending disbursement in the manner described in Section 4(E) above.

B. Computershare shall deliver all proceeds received in respect of the exercise of Rights to the Fund as promptly as practicable, but in no event later than four business days after the Confirmation Date. Proceeds will be provided via wire transfer in accordance with the Fund’s instructions unless the Fund requests other delivery. For avoidance of doubt, the Fund will receive gross proceeds less any returned to Shareholders in connection with their exercise of the Over-Subscription Privilege.

C. The Fund acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in an account in the name of Computershare as agent for the Fund for the benefit of the Shareholders. The Fund further acknowledges that Computershare may receive investment earnings in connection with the investment at Computershare’s risk in those accounts; provided, however that Computershare will not charge the Fund any banking fees, service charges, or costs related to such account and the Fund shall have no liability for such account or for any fees, service charges, or costs related to such account.

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9. Reports .

Daily, during the period commencing on the date that is ten (10) business days after the commencement of the Subscription Period until ten (10) business days after the Expiration Date, the Agent will report by telephone or telecopier, confirmed by letter, to the Fund’s Chief Financial Officer and its counsel, data regarding Rights exercised, the total number of shares of Series G Preferred Stock subscribed for, and payments received therefore, bringing forward the figures from the previous day’s report in each case so as to show the cumulative totals and any such other information as may be mutually determined by the Fund and the Agent.

10. Loss or Mutilation .

If any Subscription Certificate is lost, stolen, mutilated or destroyed, the Agent may, on such terms which will indemnify and protect the Fund and the Agent as the Agent may in its discretion impose (which shall, in the case of a mutilated Subscription Certificate include the surrender and cancellation thereof), issue a new Subscription Certificate of like denomination in substitution for the Subscription Certificate so lost, stolen, mutilated or destroyed.

11. Compensation for Services .

The Fund agrees to pay to the Agent compensation for its services hereunder in accordance with its Fee Schedule to act as Agent attached hereto as Exhibit A. The Fund further agrees that it will reimburse the Agent for its reasonable out-of-pocket expenses incurred in the performance of its duties as such within thirty (30) days of receipt of invoices confirming the incurrence of such expenses.

12. Instructions, Indemnification and Limitation of Liability.

The Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions:

A. The Agent shall be entitled to rely upon any reasonable instructions or directions furnished to it by an appropriate officer of the Fund, whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, the Agent, in connection with its duties hereunder, absent its own negligence, bad faith or willful misconduct, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an officer of the Fund which conforms to the applicable requirements of this Agreement and which the Agent reasonably believes to be genuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control.

B. The Fund will indemnify the Agent and its nominees against, and hold it harmless from, all liability and reasonable expense which may arise out of or in connection with the services described in this Agreement or the instructions or directions furnished to the Agent relating to this Agreement by an appropriate officer of the Fund, except for any liability or expense to the extent arising out of the negligence, bad faith or willful misconduct of the Agent or such nominees.

Promptly after the receipt by the Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Agent shall notify the Fund thereof in writing. The Fund, if a party to

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any claim, shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

C. The Agent shall be responsible for and shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, for indemnification, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Fund to Agent as fees and charges but not including reimbursable expenses, during the twelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought.

13. Changes in Subscription Certificate .

The Agent may, without the consent or concurrence of the Shareholders in whose names Subscription Certificates are registered, by supplemental agreement or otherwise, concur with the Fund in making any changes or corrections in a Subscription Certificate that it shall have been advised by counsel (who may be counsel for the Fund) is appropriate to cure any ambiguity or to correct any defective or inconsistent provision or clerical omission or mistake or manifest error therein or herein contained, and which shall not be inconsistent with the provision of the Subscription Certificate except insofar as any such change may confer additional rights upon the Shareholders.

14. Assignment/Delegation .

A. Except as provided in Section 14(B) below, neither this Agreement nor any rights or obligations hereunder may be assigned or delegated by either party without the written consent of the other party.

B. The Agent may, without further consent on the part of the Fund, subcontract with other subcontractors for systems, processing, telephone and mailing services, and post-exchange activities, as may be required from time to time; provided, however, that the Agent shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.

C. Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Agent and the Fund and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Agent and the Fund.

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15. Governing Law .

The validity, interpretation and performance of this Agreement shall be governed by the law of the state of New York (without regard to choice of law principals) and shall inure to the benefit of and the obligations created hereby shall be binding upon the successors and permitted assigns of the parties hereto.

16. Third Party Beneficiaries .

This Agreement does not constitute an agreement for a partnership or joint venture between the Agent and the Fund. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

17. Force Majeure .

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, terrorist acts, equipment or transmission failure or damage reasonably beyond its control, or other cause reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or parties are able to perform substantially that party’s duties.

18. Consequential Damages .

Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special, punitive or incidental damages under any provisions of this Agreement or for any consequential, indirect, penal, special, punitive or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

19. Severability .

If any provision of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

20. Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

21. Captions.

The captions and descriptive headings herein are for the convenience of the parties only. They do not in any way modify, amplify, alter or give full notice of the provisions hereof.

22. Confidentiality .

The Agent and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

23. Term and Termination.

This Agreement shall remain in effect until the earlier of (a) 30 days after the Expiration Date or (b) it is terminated by either party upon a material breach of this Agreement which remains uncured for 30 days after written notice reasonably detailing such breach has been provided; or (c)

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30 days’ written notice has been provided by either party to the other. Upon termination of the Agreement, the Agent shall retain all canceled Subscription Certificates and related documentation as required by applicable law and shall otherwise return all other documents to the Fund.

24. Notices.

Until further notice in writing by either party hereto to the other party, all written reports, notices and other communications between the Agent and the Fund required or permitted hereunder shall be delivered or mailed by first class mail, postage prepaid, telecopier or overnight courier guaranteeing next day delivery, addressed as follows:

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If to the Fund, to:

The Gabelli Equity Trust Inc.

One Corporate Center

Rye, NY 10580-1422

If to the Agent, to:

Computershare Trust Company, N.A.

c/o Computershare Inc.

250 Royall Street

Canton, MA 02021

Attn: Reorganization Department

25. Survival .

The provisions of Paragraphs 8, 9, 12, 15, 16-19, 22, and 24-26 shall survive any termination, for any reason, of this Agreement.

26. Merger of Agreement.

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

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[LETTERHEAD OF MORROW & CO., LLC]

June 5, 2012

The Gabelli Equity Trust Inc.

One Corporate Center

Rye, NY 10580-1422

This letter will serve as the agreement under which you will retain Morrow & Co., LLC (“Morrow” or “us”) to act as Information Agent in connection with the Rights Offering by The Gabelli Equity Trust Inc. to its holders of the Fund’s existing 6.20% Series F Cumulative Preferred Stock (“the Offer”).

The services we will perform on your behalf will include the consultation and preparation in connection with your Offer, the delivery of material to brokers, banks, nominees and institutions, acting as Information Agent in connection with your Offer, receiving in-bound calls from shareholders and telephoning holders of record and non-objecting beneficial owners (“NOBO’s”), if necessary.

You may retain Morrow for the production and placement of all advertising copy approved by you or your legal counsel for use relating to the Offer. The rates charged by Morrow will be the regular open-line rates charged by the selected newspaper for the section in which the advertisement runs. You recognize that the material to be published is your sole property and is not the opinion of Morrow. All advertising shall be at your sole authorization and instruction.

You agree to indemnify and hold us harmless against any loss, damage, expense (including reasonable legal fees and expenses), liability or claim relating to our participation in this offer, except where we, or our employees, fail to comply with this agreement; provided, however, that you shall not be obliged to indemnify us or hold us harmless against any such loss, damage, expense, liability, or claim which results from gross negligence, bad faith or willful misconduct on our part or of any of our employees.

At your election, you may assume the defense of any such action. We shall advise you in writing of any such liability or claim promptly after receipt of any notice of any action or claim for which we may be entitled to indemnification hereunder.

This agreement shall be construed and enforced in accordance with the laws of the State of Connecticut and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties hereto.

If any provision of this agreement shall be held illegal, invalid or unenforceable by any court, this agreement shall be construed and enforced as if that provision had not been contained herein and shall be deemed an agreement among us to the full extent permitted by applicable law.

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Please acknowledge receipt of this agreement and confirm the arrangements herein provided by signing and returning the enclosed copy to the undersigned, whereupon this agreement and your acceptance of the terms and conditions herein provided shall constitute a binding agreement among us.

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The Gabelli Equity Trust Inc.

Series G Cumulative Preferred Stock

Issuable Upon Exercise of Rights

to Subscribe for such Shares

DEALER MANAGER AGREEMENT

June 13, 2012                                                 

Gabelli & Company Inc.

One Corporate Center

Rye, New York 10580

Ladies and Gentlemen:

Each of The Gabelli Equity Trust Inc., a Maryland corporation (the “Fund”), and Gabelli Funds, LLC, a New York limited liability company (the “Investment Advisor”), hereby confirms the agreement with and appointment of Gabelli & Company Inc. to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to its preferred shareholders of record (the “Record Date Preferred Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Preferred Stockholders to subscribe for up to 5,850,402 shares of Series G Preferred Stock (the “Preferred Shares”) of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Preferred Stockholder one transferable right (each a “Right” and, collectively, the “Rights”) for each share of existing Series F Cumulative Preferred Stock (the “Existing Preferred Stock”) held by such Record Date Preferred Stockholder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth in the Prospectus (the “Subscription Period”), at the price set forth in such Prospectus (the “Subscription Price”), one Series G Preferred Share for each Right exercised, on the terms and conditions set forth in such Prospectus. No fractional shares will be issued. Any Record Date Preferred Stockholder who exercises all of his Rights in full will be entitled to subscribe for, subject to allocation, additional Preferred Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in the Prospectus. The Rights are transferable and are expected to be listed on the NASDAQ under the symbol GAB PrF RT.

The Fund has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (Nos. 333-173819 and 811-04700) and a related preliminary prospectus and preliminary statement of additional information under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Investment Company Act and the Securities Act (the “Rules and Regulations”), and has filed such amendments to such registration statement on Form N-2, if any, and such amended preliminary prospectuses and preliminary statements of additional information as may have been required to the date hereof. If the registration statement has not

become effective, a further amendment to such registration statement, including forms of a final prospectus and final statement of additional information necessary to permit such registration statement to become effective, will be promptly filed by the Fund with the Commission. If the registration statement has become effective and any prospectus or statement of additional information contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Rules and Regulations, a final prospectus and final statement of additional information containing such omitted information will promptly be filed by the Fund with the Commission in accordance with Rule 497(h) of the Rules and Regulations. The term “Registration Statement” means the registration statement, as amended, at the time it becomes or became effective, including financial statements and all exhibits and all documents, if any, incorporated therein by reference, and any information deemed to be included by Rule 430A. The term “Prospectus” means the final prospectus and final statement of additional information in the forms filed with the Commission pursuant to Rule 497(c), (e), (h) or (j) of the Rules and Regulations, as the case may be, as from time to time amended or supplemented pursuant to the Securities Act.

The Prospectus and letters to owners of Preferred Shares of the Fund, subscription certificates and other forms used to exercise rights, brochures, wrappers, any letters from the Fund to securities dealers, commercial banks and other nominees and any newspaper announcements, press releases and other offering materials and information that the Fund may use, approve, prepare or authorize for use in connection with the Offer, are collectively referred to hereinafter as the “Offering Materials”.

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If any action, suit or proceeding (together, a “Proceeding”) is brought against the Dealer Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Advisor pursuant to the foregoing paragraph, the Dealer Manager or such person shall promptly notify the Fund or the Investment Advisor, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Advisor shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Advisor shall not relieve the Fund or the Investment Advisor from any liability which the Fund or the Investment Advisor may have to the Dealer Manager or any such person or otherwise. The Dealer Manager or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the

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expense of the Dealer Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Advisor, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Advisor shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Advisor (in which case the Fund or the Investment Advisor shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Fund or the Investment Advisor and paid as incurred (it being understood, however, that the Fund or the Investment Advisor shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Advisor shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Advisor, the Fund or the Investment Advisor, as the case may be, agrees to indemnify and hold harmless the Dealer Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

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If any Proceeding is brought against the Fund, the Investment Advisor or any such person in respect of which indemnity may be sought against the Dealer Manager pursuant to the foregoing paragraph, the Fund, the Investment Advisor or such person shall promptly notify the Dealer Manager in writing of the institution of such Proceeding and the Dealer Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Dealer Manager shall not relieve the Dealer Manager from any liability which the Dealer Manager may have to the Fund, the Investment Advisor or any such person or otherwise. The Fund, the Investment Advisor or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Fund, the Investment Advisor or such person, as the case may be, unless the employment of such counsel shall have been authorized in writing by the Dealer Manager in connection with the defense of such Proceeding or the Dealer Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Dealer Manager (in which case the Dealer Manager shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Dealer Manager may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Dealer Manager), in any of which events such fees and expenses shall be borne by the Dealer Manager and paid as incurred (it being understood, however, that the Dealer Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Dealer Manager shall not be liable for any settlement of any such Proceeding effected without the written consent of the Dealer Manager but if settled with the written consent of the Dealer Manager, the Dealer Manager agrees to indemnify and hold harmless the Fund, the Investment Advisor and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

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If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Fund, the Investment Advisor and the Dealer Manager.

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Exhibit A

The Gabelli Equity Trust Inc.

Rights Offering for Shares of Preferred Stock

SOLICITING DEALER AGREEMENT

THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

JULY 24, 2012, UNLESS EXTENDED

To Securities Dealers and Brokers:

The Gabelli Equity Trust Inc., (the “Fund”) is issuing to its preferred stockholders of record (“Record Date Preferred Stockholders”) as of the close of business on June 22, 2012 (the “Record Date”) transferable rights (“Rights”) to subscribe for an aggregate of up to 5,850,402 shares of the Fund’s preferred stock (the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Fund’s Prospectus (the “Prospectus”) dated June 21, 2012 (the “Offer”). Each such Record Date Preferred Stockholder is being issued one Right for each share of existing Series F Cumulative Preferred Share owned on the Record Date. Such Rights entitle their holders to acquire during the Subscription Period (as hereinafter defined) at the Subscription Price (as hereinafter defined), one Series G Preferred Share for each Right, on the terms and conditions set forth in such Prospectus. No fractional shares will be issued. Any Record Date Preferred Stockholder who exercises all of his Rights in full will be entitled to subscribe for, subject to allocation, additional Preferred Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in such Prospectus. Preferred Shares acquired pursuant to the Over-Subscription Privilege are subject to allotment, as more fully described in the Prospectus. The Rights are transferable and are expected to be listed on the NASDAQ. The Subscription Price will be as set forth in the Prospectus. The Subscription Period will commence on June 22, 2012 and end at 5:00 p.m., New York City time on the Expiration Date (the term “Expiration Date” means July 24, 2012, unless and until the Fund shall, in its sole discretion, have extended the period for which the Offer is open, in which event the term “Expiration Date” with respect to the Offer will mean the latest time and date on which the Offer, as so extended by the Fund, will expire).

For the duration of the Offer, the Fund has authorized and the Dealer Manager has agreed to reallow a Solicitation Fee to any qualified broker or dealer executing a Soliciting Dealer Agreement who solicits the exercise of Rights and the Over-Subscription Privilege in connection with the Offer and who complies with the procedures described below (a “Soliciting Dealer”). Upon timely delivery to Computershare Trust Company, N.A., the Fund’s Rights Agent for the Offer, of payment for Preferred Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and of properly completed and executed documentation as set forth in this Soliciting Dealer Agreement, a Soliciting Dealer will be entitled to receive a fee equal to $0.10 per Preferred Share so purchased (the “Solicitation Fee”); provided, however, that no payment shall be due with respect to the issuance of any Preferred Shares until payment therefor is actually received. A qualified broker or dealer is a broker or dealer which is a member of a registered national securities exchange in the United States or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or any foreign broker or dealer not eligible for membership who agrees to conform to the Conduct Rules of FINRA in making solicitations in the United States to the same extent as if it were a member thereof.

The Fund has authorized and the Dealer Manager has agreed to pay the Solicitation Fees payable to the undersigned Soliciting Dealer on the terms set forth in the Dealer Manager Agreement, dated June 13, 2012, among Gabelli & Company Inc. as the dealer manager (the “Dealer Manager”), the

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Fund and others (the “Dealer Manager Agreement”). Solicitation and other activities by Soliciting Dealers may be undertaken only in accordance with the applicable rules and regulations of the Securities and Exchange Commission and only in those states and other jurisdictions where such solicitations and other activities may lawfully be undertaken and in accordance with the laws thereof. Compensation will not be paid for solicitations in any state or other jurisdiction in which, in the opinion of counsel to the Fund or counsel to the Dealer Manager, such compensation may not lawfully be paid. No Soliciting Dealer shall be paid Solicitation Fees with respect to Preferred Shares purchased pursuant to an exercise of Rights and the Over-Subscription Privilege for its own account or for the account of any affiliate of the Soliciting Dealer. No Soliciting Dealer or any other person is authorized by the Fund or the Dealer Manager to give any information or make any representations in connection with the Offer other than those contained in the Prospectus and other authorized solicitation material furnished by the Fund through the Dealer Manager. No Soliciting Dealer is authorized to act as agent of the Fund or the Dealer Manager in any connection or transaction. In addition, nothing herein contained shall constitute the Soliciting Dealers partnering with the Dealer Manager or with one another, or becoming agents of the Dealer Manager or of the Fund, or creating any association between such parties, or shall render the Dealer Manager or the Fund liable for the obligations of any Soliciting Dealer. The Dealer Manager shall be under no liability to make any payment to any Soliciting Dealer, and shall be subject to no other liabilities to any Soliciting Dealer, and no obligations of any sort shall be implied.

In order for a Soliciting Dealer to receive Solicitation Fees, the Rights Agent must have received from such Soliciting Dealer no later than 5:00 p.m., New York City time, on the Expiration Date, either (i) a properly completed and duly executed Subscription Certificate with respect to Preferred Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and full payment for such Preferred Shares; or (ii) a Notice of Guaranteed Delivery guaranteeing delivery to the Rights Agent by close of business on the third business day after the Expiration Date, of (a) full payment for such Preferred Shares and (b) a properly completed and duly executed Subscription Certificate with respect to Preferred Shares purchased pursuant to the exercise of Rights. Solicitation Fees will only be paid after receipt by the Rights Agent of a properly completed and duly executed Soliciting Dealer Agreement and a Subscription Certificate designating the Soliciting Dealer in the applicable portion hereof. In the case of a Notice of Guaranteed Delivery, Solicitation Fees will only be paid after delivery in accordance with such Notice of Guaranteed Delivery has been effected. Solicitation Fees will be paid by the Fund (through the Rights Agent) to the Soliciting Dealer by check to an address designated by the Soliciting Dealer below by the tenth business day following the day the Fund issues Preferred Shares after the Expiration Date.

All questions as to the form, validity and eligibility (including time of receipt) of this Soliciting Dealer Agreement will be determined by the Fund, in its sole discretion, which determination shall be final and binding. Unless waived, any irregularities in connection with a Soliciting Dealer Agreement or delivery thereof must be cured within such time as the Fund shall determine. None of the Fund, the Dealer Manager, the Rights Agent, or any other person will be under any duty to give notification of any defects or irregularities in any Soliciting Dealer Agreement or incur any liability for failure to give such notification.

The acceptance of Solicitation Fees from the Fund by the undersigned Soliciting Dealer shall constitute a representation by such Soliciting Dealer to the Fund that: (i) it has received and reviewed the Prospectus; (ii) in soliciting purchases of Preferred Shares pursuant to the exercise of the Rights and the Over-Subscription Privilege, it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable rules and regulations thereunder, any applicable securities laws of any state or jurisdiction where such solicitations were made, and the applicable rules and regulations of any self-regulatory organization or registered national securities exchange; (iii) in soliciting purchases of Preferred Shares pursuant to the exercise of the Rights and the Over-Subscription Privilege, it has not published, circulated or used any soliciting materials other

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than the Prospectus and any other authorized solicitation material furnished by the Fund through the Dealer Manager and has not made any written representations concerning the Fund to any holders or prospective holders of Preferred Shares or Rights other than those contained in such materials or otherwise previously authorized in writing by the Fund or otherwise permitted by applicable law; (iv) it has not purported to act as agent of the Fund or the Dealer Manager in any connection or transaction relating to the Offer; (v) the information contained in this Soliciting Dealer Agreement is, to its best knowledge, true and complete; (vi) it is not affiliated with the Fund; (vii) it will not accept Solicitation Fees paid by the Fund pursuant to the terms hereof with respect to Preferred Shares purchased by the Soliciting Dealer pursuant to an exercise of Rights and the Over-Subscription Privilege for its own account; (viii) it will not remit, directly or indirectly, any part of Solicitation Fees paid by the Fund pursuant to the terms hereof to any beneficial owner of Preferred Shares purchased pursuant to the Offer; and (ix) it has agreed to the amount of the Solicitation Fees and the terms and conditions set forth herein with respect to receiving such Solicitation Fees. By returning a Soliciting Dealer Agreement and accepting Solicitation Fees, a Soliciting Dealer will be deemed to have agreed to indemnify the Fund and the Dealer Manager against losses, claims, damages and liabilities to which the Fund may become subject as a result of the breach of such Soliciting Dealer’s representations made herein and described above. In making the foregoing representations, Soliciting Dealers are reminded of the possible applicability of the anti-manipulation rules under the Exchange Act if they have bought, sold, dealt in or traded in any Preferred Shares for their own account since the commencement of the Offer.

Upon expiration of the Offer, no Solicitation Fees will be payable to Soliciting Dealers with respect to Preferred Shares purchased thereafter.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Dealer Manager Agreement or, if not defined therein, in the Prospectus.

This Soliciting Dealer Agreement will be governed by the laws of the State of New York.

Please execute this Soliciting Dealer Agreement below accepting the terms and conditions hereof and confirming that you are a member firm of FINRA or a foreign broker or dealer not eligible for membership who has conformed to the Conduct Rules of FINRA in making solicitations of the type being undertaken pursuant to the Offer in the United States to the same extent as if you were a member thereof, and certifying that you have solicited the purchase of the Preferred Shares pursuant to exercise of the Rights, all as described above, in accordance with the terms and conditions set forth in this Soliciting Dealer Agreement. Please forward two executed copies of this Soliciting Dealer Agreement to: Gabelli & Company Inc., One Corporate Center, Rye, New York 10580, Attn: Robert Cullen.

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A signed copy of this Soliciting Dealer Agreement will be promptly returned to the Soliciting Dealer at the address set forth below.

Payment of the Solicitation Fee shall be mailed by check to the following address:

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[LETTERHEAD OF VENABLE LLP]

June 21, 2012

The Gabelli Equity Trust Inc.

One Corporate Center

Rye, New York 10580-1422

Re: The Gabelli Equity Trust Inc.

Ladies and Gentlemen:

We have acted as special Maryland counsel to The Gabelli Equity Trust Inc., a Maryland corporation (the “Company”) and a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with the sale and issuance by the Company of up to 12,000,000 shares (the “Shares”) of Series G Cumulative Preferred Stock, $.001 par value per share (the “Preferred Stock”), of the Company to be issued upon the exercise of rights (the “Rights”) distributed to stockholders of record of shares of 6.20% Series F Cumulative Preferred Stock of the Company as of June 22, 2012. This opinion is being delivered to you in connection with the Dealer Manager Agreement, dated as of June 13, 2012 (the “Dealer Manager Agreement”), by and among the Company, and Gabelli & Company, Inc. as the Dealer Manager. We did not participate in the negotiation or drafting of the Dealer Manager Agreement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement on Form N-2 (File No. 333-173819) relating to the Rights and the Shares, and all amendments thereto, substantially in the form transmitted to the United States Securities and Exchange Commission for filing pursuant to the Securities Act of 1933, as amended (the “Registration Statement”), and the “Base Prospectus” dated May 31, 2012, and the “Prospectus Supplement” dated June 21, 2012 included therein;

2. The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”) including the form of Articles Supplementary creating and fixing the rights of the holders of the Preferred Stock (the “Articles Supplementary”);

The Gabelli Equity Trust Inc.

June 21, 2012

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3. The Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. Resolutions adopted by the Board of Directors of the Company, and a duly authorized Pricing Committee thereof (the “Resolutions”), relating to, among other things, the authorization of (a) the execution and delivery by the Company of the Dealer Manager Agreement and (b) the issuance of the Rights and the sale and issuance of the Shares upon the exercise of the Rights, certified as of the date hereof by an officer of the Company;

6. The Dealer Manager Agreement, certified as of the date hereof by an officer of the Company;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original

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documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. Upon any issuance of Shares, the total number of shares of Preferred Stock issued and outstanding will not exceed the total number of shares of Preferred Stock that the Company is then authorized to issue under the Charter.

The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. The Company has the corporate power to conduct its business in all material respects substantially as described in the Base Prospectus and the Prospectus Supplement.

2. The Common Stock conforms as to legal matters in all material respects to the description thereof in the Base Prospectus under the caption “Description of The Capital Stock”.

3. The issuance of the Rights has been duly authorized by all necessary corporate action of the Company. The sale and issuance of the Shares upon the exercise of the Rights have been duly authorized by all necessary corporate action of the Company (including the filing of the Articles Supplementary with the SDAT) and, when issued and delivered by the Company against payment of the consideration set forth in the Resolutions and the Prospectus Supplement, the Shares will be validly issued, fully paid and non-assessable.

4. The issuance of the Rights and the sale and issuance of the Shares upon the exercise of the Rights are not subject to any preemptive or similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Charter or the Bylaws.

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5. The execution and delivery of the Dealer Manager Agreement have been duly authorized by all necessary corporate action of the Company. The Dealer Manager Agreement has been duly executed and, so far as is known to us, delivered by the Company.

The foregoing opinion is limited to the MGCL and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act or as to federal or state laws regarding fraudulent transfers. We note that the Dealer Manager Agreement provides that it shall be governed by the laws of the State of New York. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you solely for your benefit. Accordingly, this opinion may not be relied upon by, quoted in any manner to, or delivered to any other person or entity.

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