<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>s615388.txt
<DESCRIPTION>EXHIBIT A(3)
<TEXT>
                             Articles Supplementary
                        Creating And Fixing The Rights of
                Series C Auction Rate Cumulative Preferred Stock

              THE GABELLI EQUITY TRUST INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of the State of Maryland that:

                  FIRST: The Board of Directors of the Corporation, at a
meeting duly convened and held on May 22, 2002, pursuant to authority
expressly vested in the Board of Directors of the Corporation by Article
FIFTH of the Charter of the corporation, adopted a resolution designating
6,000 shares of authorized but unissued preferred stock of the
Corporation, par value $.001 per share, as "Series C Auction Rate
Cumulative Preferred Stock," par value $.001 per share, liquidation
preference $25,000 per share. Pursuant to authority expressly vested in the
Board of Directors of the Corporation by Article SIXTH of the Charter of
the Corporation, the Board of Directors has authorized the issuance of up
to 6,000 shares of the so designated Series C Auction Rate Cumulative
Preferred Stock, par value $.001 per share.

                  SECOND: The preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the Series C Auction Rate Cumulative Preferred
Stock, par value $.001 per share, as set by the Board of Directors are as
follows:

                                DESIGNATION

                  Series C Preferred Shares: A series of 6,000 preferred
shares, par value $0.001 per share, liquidation preference $25,000 per
share, is hereby designated "Series C Auction Rate Cumulative Preferred
Stock" (the "Series C Preferred Shares" and each such share a "Series C
Preferred Share"). Each Series C Preferred Share may be issued on a date to
be determined by the Board of Directors of the Corporation; have an initial
dividend 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; and have such other preferences,
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, in addition to those
required by applicable law or set forth in the Charter applicable to
preferred shares of the Corporation, as are set forth in these Articles
Supplementary. The Series C Preferred Shares shall constitute a separate
series of Preferred Stock.

                  As used in these Articles Supplementary, capitalized
terms shall have the meanings provided in paragraph 14 of Article I and
paragraph 1 of Article II of these Articles Supplementary. Paragraph
references that do not reference a specific Article shall refer to the
Article in which the reference occurs, unless the context otherwise
requires.

                 Article I: Series C Preferred Share Terms

1.       Number of Shares; Ranking.

                  (a) The initial number of authorized shares constituting
the Series C Preferred Shares is 6,000. No fractional Series C Preferred
Shares shall be issued.

                  (b) Series C Preferred Shares 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) Series C Preferred Shares shall rank on a parity with
shares of any other series of Preferred Stock as to the payment of
dividends to which such shares are entitled.

                  (d) No Holder of Series C Preferred Shares 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 Shares or other securities of the Corporation which it may hereafter
issue or sell.

2.       Dividends.

                  (a) The Holders of Series C Preferred Shares shall be
entitled to receive, when, as and if declared by the Board of Directors,
out of funds legally available therefor, cumulative cash dividends on their
Series C Preferred Shares at the dividend rate determined by the Board of
Directors in the manner described under "Designation" above during the
period from and after the date on which such shares are originally issued
and including the last day of the initial Dividend Period and, thereafter,
at the Applicable Rate, determined as set forth in paragraph 2(c), and no
more, payable on the respective dates determined as set forth in paragraph
2(b). Dividends on the Outstanding Series C Preferred Shares shall
accumulate from the date on which such shares are originally issued.

                  (b) (i) Dividends shall be payable when, as and if
declared by the Board of Directors following the initial Dividend Payment
Date, subject to paragraph 2(b)(ii), on the Series C Preferred Shares as
follows:

                       (A) with respect to any Dividend Period of one year
or less, on the Business Day following the last day of such Dividend
Period; provided, however, if the Dividend Period is more than 91 days then
on the 91st, 181st and 271st days within such period, if applicable, and on
the Business Day following the last day of such Dividend Period; and

                       (B) with respect to any Dividend Period of more than
one year, on a quarterly basis on each March 26th, June 26th, September
26th, and December 26th within such Dividend Period and on the Business Day
following the last day of such Dividend Period.

                       (ii) If a day for payment of dividends resulting
from the application of paragraph 2(b) above is not a Business Day, then
the Dividend Payment Date shall be the first Business Day following such
day for payment of dividends.

                       (iii) The Corporation shall pay to the Paying Agent
not later than 12:00 noon, New York City time, on the Business Day next
preceding each Dividend Payment Date for Series C Preferred Shares, an
aggregate amount of immediately available funds equal to the dividends to
be paid to all Holders of such Series C Preferred Shares on such Dividend
Payment Date. The Corporation shall not be required to establish any
reserves for the payment of dividends.

                       (iv) All moneys paid to the Paying Agent for the
payment of dividends shall be held in trust for the payment of such
dividends by the Paying Agent for the benefit of the Holders specified in
paragraph 2(b)(v). Unless instructed by the Corporation in writing the
Paying Agent will hold such moneys uninvested. Any moneys paid to the
Paying Agent in accordance with the foregoing but not applied by the Paying
Agent to the payment of dividends, including interest earned, if any, on
such moneys, will, to the extent permitted by law, be repaid to the
Corporation at the end of 90 days from the date on which such moneys were
to have been so applied.

                       (v) Each dividend on Series C Preferred Shares shall
be paid on the Dividend Payment Date therefor to the Holders of Series C
Preferred Shares as their names appear on the stock ledger or stock records
of the Corporation on the Business Day next preceding such Dividend Payment
Date; provided, however, if dividends are in arrears, they may be declared
and paid at any time to Holders as their names appear on the stock ledger
or stock records of the Corporation on such date not exceeding 15 days
preceding the payment date thereof, as may be fixed by the Board of
Directors. No interest will be payable in respect of any dividend payment
or payments which may be in arrears.

                  (c) (i) For each Dividend Period after the initial
Dividend Period for each Outstanding Series C Preferred Share, the dividend
rate shall be equal to the rate per annum that results from an Auction (but
the rate set at the Auction will not exceed the Maximum Rate); provided,
however, that if an Auction for any subsequent Dividend Period of Series C
Preferred Shares is not held for any reason or if Sufficient Clearing
Orders have not been made in an Auction (other than as a result of all
Series C Preferred Shares being the subject of Submitted Hold Orders), then
the dividend rate on each Outstanding Series C Preferred Share for any such
Dividend Period shall be the Maximum Rate (except (A) during a Default
Period, when the dividend rate shall be the Default Rate as set forth in
paragraph 2(c)(ii) below, or (B) after a Default Period and prior to the
beginning of the next Dividend Period, when the dividend rate shall be the
Maximum Rate at the close of business on the last day of such Default
Period). If an Auction is not held because an unforeseen event or
unforeseen events cause a day that otherwise would have been an Auction
Date not to be a Business Day, then the length of the then current Dividend
Period shall be extended by seven days (or a multiple thereof if necessary
because of such unforeseen event or events), the Applicable Rate for such
period shall be the Applicable Rate for the Dividend Period so extended and
the Dividend Payment Date for such Dividend Period shall be the first
Business Day next succeeding the end of such period.

                       (ii) Subject to the cure provisions in paragraph
2(c)(iii) below, a "Default Period" with respect to the Series C Preferred
Shares will commence if the Corporation fails to deposit irrevocably in
trust in same-day funds, with the Paying Agent by 12:00 noon, New York City
time on the Business Day next preceding the relevant (A) Dividend Payment
Date, the full amount of any declared dividend on the Series C Preferred
Shares payable on the Dividend Payment Date, then on such Dividend Payment
Date (a "Dividend Default") or (B) date fixed for such redemption (the
"Redemption Date"), the full amount of any Redemption Price payable on such
Redemption Date, then on such Redemption Date (a "Redemption Default" and
together with a Dividend Default, hereinafter referred to as a "Default").

                  Subject to the cure provisions of paragraph 2(c)(iii)
below, a Default Period with respect to a Dividend Default or a Redemption
Default shall end on the Business Day on which, by 12:00 noon, New York
City time, all unpaid dividends and any unpaid Redemption Price in respect
of such Series C Preferred Shares shall have been deposited irrevocably in
trust in same-day funds with the Paying Agent. In the case of a Dividend
Default, the Applicable Rate for each Dividend Period commencing during a
Default Period will be equal to the Default Rate, and each Dividend Period
commencing during a Default Period shall be a Standard Dividend Period;
provided, however, that the commencement of a Default Period will not by
itself cause the commencement of a new Dividend Period. No Auction shall be
held during an applicable Default Period.

                       (iii) No Default Period with respect to a Dividend
Default or Redemption Default shall be deemed to have commenced if the
amount of any dividend or any Redemption Price due (if such default is not
solely due to the willful failure of the Corporation) is deposited
irrevocably in trust in same-day funds with the Paying Agent by 12:00 noon,
New York City time within three Business Days after the applicable Dividend
Payment Date or Redemption Date, together with an amount in respect of such
Series C Preferred Shares equal to the Default Rate applied to the amount
of such non-payment based on the actual number of days that would otherwise
have comprised the Default Period divided by 360. The "Default Rate" shall
be equal to the Reference Rate multiplied by three (3).

                       (iv) The amount of dividends per Series C Preferred
Share payable (if declared) on each Dividend Payment Date of each Dividend
Period of less than one year (or in respect of dividends on another date in
connection with a redemption during such Dividend Period) shall be computed
by multiplying the Applicable Rate (or the Default Rate) for such Dividend
Period (or a portion thereof) by a fraction, the numerator of which will be
the number of days in such Dividend Period (or portion thereof) that such
Series C Preferred Share was Outstanding and for which the Applicable Rate
or the Default Rate was applicable (but in no event shall the numerator
exceed 360) and the denominator of which will be 360, multiplying the
amount so obtained by $25,000, and rounding the amount so obtained to the
nearest cent. During any Dividend Period of one year or more, the amount of
dividends per Series C Preferred share payable on any Dividend Payment Date
(or in respect of dividends on another date in connection with a redemption
during such Dividend Period) will be computed as described in the preceding
sentence except that the numerator, with respect to any full twelve month
period, will be determined on the basis of twelve 30-day months.

                  (d) Any dividend payment made on Series C Preferred
Shares shall first be credited against the earliest accumulated but unpaid
dividends due with respect to such shares.

                  (e) For so long as the Series C Preferred Shares are
Outstanding, except as otherwise contemplated by Article I of these
Articles Supplementary, the Corporation shall not declare, pay or set apart
for payment 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 Shares or other shares, if any, ranking junior to
the Series C Preferred Shares as to dividends or upon liquidation) with
respect to Common Shares or any other capital stock of the Corporation
ranking junior to the Series C Preferred Shares as to dividends or upon
liquidation, or call for redemption, redeem, purchase or otherwise acquire
for consideration any Common Shares or other capital stock ranking junior
to the Series C Preferred Shares (except by conversion into or exchange for
shares of the Corporation ranking junior to the Series C Preferred Shares
as to dividends and upon liquidation), unless, in each case, (i)
immediately after such transaction, the Corporation would have Eligible
Assets with an aggregate Discounted Value at least equal to the Series C
Preferred Basic Maintenance Amount and the 1940 Act Asset Coverage would be
achieved, (ii) all cumulative and unpaid dividends due on or prior to the
date of the transaction have been declared and paid in full with respect to
the Corporation's Preferred Stock, including the Series C Preferred Shares
(or shall have been declared and have had sufficient funds for the payment
thereof deposited with the Paying Agent, in the case of the Series C
Preferred Shares, and the applicable dividend-disbursement agent, with
respect to other series of Preferred Stock) and (iii) the Corporation has
redeemed the full number of shares of Preferred Stock required to be
redeemed by any mandatory provision for redemption, including any Series C
Preferred Shares required to be redeemed mandatorily by any provision
contained in paragraph 3(a)(ii).

                  (f) No full dividend shall be declared or paid or set apart
for payment on the Series C Preferred for any Dividend Period or part thereof,
unless full cumulative dividends due through the most recent Dividend Payment
Date in the case of the Series C Preferred and due through the most recent
dividend payment dates therefor in the case of all other series of Preferred
Stock have been or contemporaneously are declared and paid on all Outstanding
shares of Preferred Stock. If full cumulative dividends due have not been paid
on all shares of Preferred Stock, any dividends being paid on the shares of
Preferred Stock (including the Series C Preferred) shall be paid as nearly pro
rata as possible on all Outstanding shares of Preferred Stock on the dividend
payment dates therefor (the Dividend Payment Date in the case of the Series C
Preferred) in proportion to the respective amounts of dividends accumulated
but unpaid on each series of Preferred Stock.

3.       Redemption.

                  (a) (i) After the initial Dividend Period, subject to any
Non-Call Period and the provisions of this paragraph 3 and to the extent
permitted under the 1940 Act and Maryland law, the Corporation may, at its
option, redeem in whole or in part out of funds legally available therefor,
Series C Preferred Shares by delivering a notice of redemption not less
than 15 calendar days and not more than 40 calendar days prior to the
Redemption Date, in the case of shares herein designated as (A) having a
Dividend Period of one year or less, on the next Business Day after the
last day of such Dividend Period, at a redemption price per share equal to
$25,000, plus an amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared) to the Redemption Date ("Redemption
Price"), or (B) having a Dividend Period of more than one year, on any
Business Day prior to the end of the relevant Dividend Period, at the
Redemption Price subject to any applicable Specific Redemption Provisions.
Notwithstanding the foregoing, the Corporation shall not give a notice of
or effect any redemption pursuant to this paragraph 3(a)(i) unless, on the
date on which the Corporation gives such notice and on the Redemption Date,
(x) the Corporation has available Deposit Securities with maturity or
tender dates not later than the day preceding the applicable Redemption
Date and having a value not less than the amount (including any applicable
premium) due to Holders of the Series C Preferred Shares to be redeemed on
the Redemption Date and (y) the Corporation would have Eligible Assets with
an aggregate Discounted Value at least equal to the Series C Preferred
Basic Maintenance Amount and the 1940 Act Asset Coverage immediately
subsequent to such redemption, if such redemption were to occur on such
date, it being understood that the provisions of paragraph 3(d) of this
Article I shall be applicable in such circumstances in the event the
Corporation makes the deposit and takes the other action required thereby.

                       (ii) So long as Series C Preferred Shares are
Outstanding, if the Corporation fails (A) as of any Valuation Date to meet
the Series C Preferred Basic Maintenance Amount Test and such failure is
not cured by the Series C Preferred Basic Maintenance Amount Cure Date or
(B) as of the last Business Day of each March, June, September and December
to meet the 1940 Act Asset Coverage and such failure is not cured by the
1940 Act Asset Coverage Cure Date or (C) as of any valuation or measuring
date applicable to any other series of Preferred Stock to meet any
applicable maintenance amount test and such failure is not cured by the
relevant cure date (any such cure date, together with any Series C
Preferred Basic Maintenance Amount Cure Date or 1940 Act Asset Coverage
Cure Date, a "Cure Date"), Preferred Stock, which at the Corporation's
determination may include Series C Preferred Shares, will be subject to
mandatory redemption out of funds legally available therefor. The series
and number of shares of Preferred Stock to be redeemed in such
circumstances will be determined by the Corporation from among all series
of Preferred Stock then Outstanding. The amount of Preferred Stock to be
mandatorily redeemed under such circumstances shall, in the aggregate,
equal the lesser of (1) the minimum amount of Preferred Stock (including
the Series C Preferred Shares if so determined by the Corporation) the
redemption of which, if deemed to have occurred immediately prior to the
opening of business on the relevant Cure Date, would result in the
Corporation meeting, as the case may be, the Series C Preferred Basic
Maintenance Amount Test, the 1940 Act Asset Coverage and any other then
applicable maintenance amount test, in each case as of the relevant Cure
Date (provided that, if there is no such minimum amount of Preferred Stock
the redemption of which would have such result, all Series C Preferred
Shares then Outstanding will be redeemed) and (2) the maximum amount of
Preferred Stock that can be redeemed out of funds expected to be available
therefor on the Mandatory Redemption Date at the Mandatory Redemption Price
set forth in paragraph 3(a)(iii) hereof; provided, that in the event that
Preferred Stock is redeemed mandatorily pursuant to this paragraph 3, the
Corporation may, but is not required to, redeem a sufficient amount of
additional Preferred Stock in order that immediately following such
redemption the Corporation has (x) Eligible Assets with Adjusted Value with
respect to the Preferred Stock remaining Outstanding of as great as 110% of
the Series C Preferred Basic Maintenance Amount and (y) 1940 Act Asset
Coverage with respect to the Preferred Stock remaining Outstanding of as
great as 220%.

                       (iii) Subject to the Articles Supplementary
establishing each series of Preferred Stock, the Corporation may determine
the shares and series of Preferred Stock to be redeemed in accordance with
the paragraph 3(a)(ii) above, subject to the further provisions of this
paragraph 3(a)(iii). Subject to the immediately preceding sentence, the
Corporation shall effect any mandatory redemption of Series C Preferred
Shares relating to: (A) a failure to meet the Series C Preferred Basic
Maintenance Amount Test, no later than 30 days after the Corporation last
met the Series C Preferred Basic Maintenance Amount Test, (B) a failure to
meet the 1940 Act Asset Coverage, no later than 30 days after the 1940 Act
Asset Coverage Cure Date or (C) a failure to meet any other then applicable
maintenance amount test in accordance with the requirements of such test
(in each case the "Mandatory Redemption Date"), except that if the
Corporation does not have funds legally available for the redemption of, or
is not otherwise legally permitted to redeem, the amount of Preferred Stock
which would be required to be redeemed by the Corporation under
subparagraph 3(a)(ii) if sufficient funds were available, or the
Corporation otherwise is unable to effect such redemption on or prior to
the applicable Mandatory Redemption Date, the Corporation shall redeem
those Series C Preferred Shares and shares of other Preferred Stock which
it was unable to redeem on the earliest practicable date on which the
Corporation will have such funds available upon notice, in the case of
Series C Preferred Shares pursuant to paragraph 3(b) to Holders of Series C
Preferred Shares to be redeemed and the Paying Agent. The Corporation will
deposit with the Paying Agent funds sufficient to redeem the specified
number of Series C Preferred Shares subject to a redemption required under
paragraph 3(a)(ii), by 1:00 P.M., New York City time, of the Business Day
immediately preceding the Mandatory Redemption Date. If fewer than all of
the Outstanding Series C Preferred Shares are to be redeemed pursuant to
this 3(a)(iii), the number of Series C Preferred Shares to be redeemed
shall be redeemed pro rata from the Holders of such shares in proportion to
the number of the Series C Preferred Shares held by such Holders, by lot or
by such other method as the Corporation shall deem fair and equitable,
subject, however, to the terms of any applicable Specific Redemption
Provisions.

                  (b) In the event of a redemption of Series C Preferred
Shares pursuant to paragraph 3(a) above, the Corporation will file a notice
of its intention to redeem with the Securities and Exchange Commission so
as to provide at least the minimum notice required under Rule 23c-2 under
the 1940 Act or any successor provision. In Addition, the Corporation shall
deliver a notice of redemption to the Auction Agent (the "Notice of
Redemption") containing the information set forth below (i) in the case of
an optional redemption pursuant to paragraph 3(a)(i) above, one Business
Day prior to the giving of notice to the Holders and (ii) in the case of a
mandatory redemption pursuant to paragraph 3(a)(ii) above, on or prior to
the 10th day preceding the Mandatory Redemption Date. The Auction Agent
will use its reasonable efforts to provide telephonic, electronic, written
or other reasonable notice to each Holder of any Series C Preferred Shares
called for redemption not later than the close of business on the Business
Day immediately following the day on which the Corporation determines the
shares to be redeemed (or, during a Default Period with respect to such
shares, not later than the close of business on the Business Day
immediately following the day on which the Auction Agent receives Notice of
Redemption from the Corporation). The Auction Agent shall confirm such
telephonic notice in writing not later than the close of business on the
third Business Day preceding the date fixed for redemption by providing the
Notice of Redemption to each Holder of shares called for redemption, the
Paying Agent (if different from the Auction Agent) and the Securities
Depository. Notice of Redemption will be addressed to the Holders of Series
C Preferred Shares at their addresses appearing on the share records of the
Corporation. Such Notice of Redemption will set forth (u) the date fixed
for redemption, (v) the number and identity of Series C Preferred Shares to
be redeemed, (w) the redemption price (specifying the amount of accumulated
dividends to be included therein), (x) the place or places where such
shares are to be redeemed, (y) that dividends on the shares to be redeemed
will cease to accumulate on such date fixed for redemption, and (z) the
provision under which redemption shall be made. No defect in the Notice of
Redemption or in the transmittal or mailing thereof will affect the
validity of the redemption proceedings, except as required by applicable
law. If fewer than all Series C Preferred Shares held by any Holder are to
be redeemed, the Notice of Redemption mailed to such Holder shall also
specify the number of Series C Preferred Shares to be redeemed from such
Holder.

                  (c) Notwithstanding the provisions of paragraph 3(a), no
Preferred Stock, including the Series C Preferred Shares, may be redeemed
at the option of the Corporation unless all dividends in arrears on the
Outstanding Series C Preferred Shares and any other Preferred Stock have
been or are being contemporaneously paid or set aside for payment;
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 Preferred
Stock.

                  (d) Upon the deposit of funds sufficient to redeem Series
C Preferred Shares with the Paying Agent and the giving of the Notice of
Redemption to the Auction Agent under paragraph 3(b) above, dividends on
such shares shall cease to accumulate and such shares shall no longer be
deemed to be Outstanding for any purpose (including, without limitation,
for purposes of calculating whether the Corporation has met the Series C
Preferred Basic Maintenance Amount Test or the 1940 Act Asset Coverage),
and all rights of the Holders of the Series C Preferred Shares so called
for redemption shall cease and terminate, except the right of such Holder
to receive the redemption price specified herein, but without any interest
or other additional amount. Such redemption price shall be paid by the
Paying Agent to the nominee of the Securities Depository. The Corporation
shall be entitled to receive from the Paying Agent, promptly after the date
fixed for redemption, any cash deposited with the Paying Agent in excess of
(i) the aggregate redemption price of the Series C Preferred Shares called
for redemption on such date and (ii) such other amounts, if any, to which
Holders of the Series C Preferred Shares called for redemption may be
entitled. Any funds so deposited that are unclaimed at the end of two years
from such redemption date shall, to the extent permitted by law, be paid to
the Corporation, after which time the Holders of Series C Preferred Shares
so called for redemption may look only to the Corporation for payment of
the redemption price and all other amounts, if any, to which they may be
entitled; provided, however, that the Paying Agent shall notify all Holders
whose funds are unclaimed by placing a notice in The Wall Street Journal
concerning the availability of such funds for three consecutive weeks. The
Corporation shall be entitled to receive, from time to time after the date
fixed for redemption, any interest earned on the funds so deposited.

                  (e) To the extent that any redemption for which Notice of
Redemption has been given is not made by reason of the absence of legally
available funds therefor, or is otherwise prohibited, such redemption shall
be made as soon as practicable to the extent such funds become legally
available or such redemption is no longer otherwise prohibited. Failure to
redeem Series C Preferred Shares shall be deemed to exist at any time after
the date specified for redemption in a Notice of Redemption when the
Corporation shall have failed, for any reason whatsoever, to deposit in
trust with the Paying Agent the redemption price with respect to any shares
for which such Notice of Redemption has been given. Notwithstanding the
fact that the Corporation may not have redeemed Series C Preferred Shares
for which a Notice of Redemption has been given, dividends may be declared
and paid on Series C Preferred Shares, which shall include those Series C
Preferred Shares for which Notice of Redemption has been given but for
which deposit of funds has not been made.

                  (f) All moneys paid to the Paying Agent for payment of
the redemption price of Series C Preferred Shares called for redemption
shall be held in trust by the Paying Agent for the benefit of Holders of
the Series C Preferred Shares so to be redeemed. A Redemption Default will
occur on account of the Corporation's failure to timely deposit any
required Redemption Price with the Paying Agent and any resulting Default
Period will end in accordance with paragraph 2(c) of this Article I.

                  (g) So long as any Series C Preferred Shares are held of
record by the nominee of the Securities Depository, the redemption price
for such shares will be paid on the date fixed for redemption to the
nominee of the Securities Depository for distribution to Agent Members for
distribution to the persons for whom they are acting as agent.

                  (h) Except for the provisions described above, nothing
contained in these Articles Supplementary limits any right of the
Corporation to purchase or otherwise acquire Series C Preferred Shares
outside of an Auction at any price, whether higher or lower than the price
that would be paid in connection with an optional or mandatory redemption,
so long as, at the time of any such purchase, there is no arrearage in the
payment of dividends on, or the mandatory or optional redemption price with
respect to, any Series C Preferred Shares for which Notice of Redemption
has been given and the Corporation meets the 1940 Act Asset Coverage and
the Series C Preferred Basic Maintenance Amount Test after giving effect to
such purchase or acquisition on the date thereof. Any Series C Preferred
Shares which are purchased, redeemed or otherwise acquired by the
Corporation shall have no voting rights. If fewer than all the Outstanding
Series C Preferred Shares are redeemed or otherwise acquired by the
Corporation, the Corporation shall give notice of such transaction to the
Auction Agent, in accordance with the procedures agreed upon by the Board
of Directors.

                  (i) In the case of any redemption pursuant to this
paragraph 3, only whole shares of Series C Preferred shall be redeemed, and
in the event that any provision of the Charter would require redemption of
a fractional share, the Auction Agent shall be authorized to round up so
that only whole shares are redeemed.

                  (j) Notwithstanding anything herein to the contrary, the
Board of Directors may authorize, create or issue other series of Preferred
Stock ranking on a parity with the Series C Preferred Shares with respect to
the payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Corporation, to the extent
permitted by the 1940 Act, if upon issuance of any such series, either (A) the
net proceeds from the sale of such stock (or such portion thereof needed to
redeem or repurchase the Outstanding Series C Preferred Shares) are deposited
with the Auction Agent in accordance with paragraph 3(d) of this Article I,
Notice of Redemption as contemplated by paragraph 3(b) of this Article I has
been delivered prior thereto or is sent promptly thereafter, and such proceeds
are used to redeem all Outstanding Series C Preferred Shares or (B) the
Corporation would meet the 1940 Act Asset Coverage, the Series C Preferred
Basic Maintenance Amount Test and the requirements of paragraph 9 of this
Article I.


4.       Designation of Dividend Period.

                  (a) The initial Dividend Period for the Series C
Preferred shall be as determined in the manner under "Designation" above.
The Corporation will designate the duration of subsequent Dividend Periods
of the Series C Preferred Shares; provided, however, that no such
designation is necessary for a Standard Dividend Period and, provided
further, that any designation of a Special Dividend Period for the Series C
Preferred shall be effective only if (i) notice thereof shall have been
given as provided herein, (ii) any failure to pay in a timely manner to the
Auction Agent the full amount of any dividend on, or the Redemption Price
of, the Series C Preferred Shares shall have been cured as provided above,
(iii) Sufficient Clearing Orders shall have existed in an Auction held for
the Series C Preferred Shares on the Auction Date immediately preceding the
first day of such proposed Special Dividend Period, (iv) if the Corporation
shall have mailed a Notice of Redemption with respect to any Series C
Preferred Shares, the Redemption Price with respect to such shares shall
have been deposited with the Paying Agent and (v) in the case of the
designation of a Special Dividend Period, the Corporation has confirmed
that as of the Auction Date next preceding the first day of such Special
Dividend Period, it has Eligible Assets with an aggregate Discounted Value
at least equal to the Series C Preferred Basic Maintenance Amount, and the
Corporation has consulted with the Broker-Dealers and has provided notice
of such designation and a Series C Preferred Basic Maintenance Report to
each Rating Agency.

                  (b) If the Corporation proposes to designate any Special
Dividend Period, not fewer than seven Business Days (or two Business Days
in the event the duration of the Dividend Period prior to such Special
Dividend Period is fewer than eight days) nor more than 30 Business Days
prior to the first day of such Special Dividend Period, notice shall be (i)
made by press release and (ii) communicated by the Corporation by
telephonic or other means to the Auction Agent and confirmed in writing
promptly thereafter. Each such notice shall state (x) that the Corporation
proposes to exercise its option to designate a succeeding Special Dividend
Period, specifying the first and last days thereof and (y) that the
Corporation will by 3:00 P.M., New York City time, on the second Business
Day next preceding the first day of such Special Dividend Period, notify
the Auction Agent, who will promptly notify the Broker-Dealers, of either
(A) its determination, subject to certain conditions, to proceed with such
Special Dividend Period, subject to the terms of any Specific Redemption
Provisions, or (B) its determination not to proceed with such Special
Dividend Period, in which latter event the succeeding Dividend Period shall
be a Standard Dividend Period. No later than 3:00 P.M., New York City time,
on the second Business Day next preceding the first day of any proposed
Special Dividend Period, the Corporation shall deliver to the Auction
Agent, who will promptly deliver to the Broker-Dealers and Existing
Holders, either:

                           (1) a notice stating (a) that the Corporation
has determined to designate the next succeeding Dividend Period as a
Special Dividend Period, (b) the first and last days thereof and (c) the
terms of any Specific Redemption Provisions; or

                           (2) a notice stating that the Corporation has
determined not to exercise its option to designate a Special Dividend
Period.

         If the Corporation fails to deliver either such notice with
respect to the designation of any proposed Special Dividend Period to the
Auction Agent or is unable to make the confirmation provided in paragraph
4(a)(v) by 3:00 P.M., New York City time, on the second Business Day next
preceding the first day of such proposed Special Dividend Period, the
Corporation shall be deemed to have delivered a notice to the Auction Agent
with respect to such Dividend Period to the effect set forth in clause (2)
above, thereby resulting in a Standard Dividend Period.

5.       Restrictions on Transfer.

         Series C Preferred Shares may be transferred only (a) pursuant to
an order placed in an Auction, (b) to or through a Broker-Dealer or (c) to
the Corporation or any Affiliate. Notwithstanding the foregoing, a transfer
other than pursuant to an Auction will not be effective unless the selling
Existing Holder or the Agent Member of such Existing Holder (in the case of
an Existing Holder whose shares are listed in its own name on the books of
the Auction Agent), or the Broker-Dealer or Agent Member of such
Broker-Dealer (in the case of a transfer between persons holding shares of
any Series through different Broker-Dealers), advises the Auction Agent of
such transfer. Any certificates representing the Series C Preferred Shares
issued to the Securities Depository will bear legends with respect to the
restrictions described above and stop-transfer instructions will be issued
to the Transfer Agent and/or Registrar.

6.       Voting Rights.

                  (a) Except as otherwise provided by law or as specified
in the Charter, each Holder of Series C Preferred Shares 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 and of Common Shares 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 the Series C
Preferred Shares, 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 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. Subject to paragraph
6(b) of this Article I, the Holders of outstanding shares of capital stock
of the Corporation, including the Holders of Outstanding shares of
Preferred Stock, including Series C Preferred Shares, voting as a single
class, shall elect the balance of the directors.

                  (b) 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
of additional directors that, when added to the two directors elected
exclusively by the Holders of shares of Preferred Stock pursuant to
paragraph 6(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 6(a) above. A Voting Period
shall commence:

                       (i) if at any time accumulated dividends (whether or
not earned or declared, and whether or not funds are then legally available in
an amount sufficient therefor) on the Outstanding Series C Preferred Shares
equal to at least two full years' dividends shall have become due and unpaid
and sufficient cash or specified securities shall not have been deposited with
the Paying Agent for the payment in full of such accumulated dividends; 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 the Articles Supplementary creating such
shares.

         Upon the termination of a Voting Period, the voting rights
described in this paragraph 6(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
6(b).

                  (c) So long as any Series C Preferred Shares are
Outstanding, the Corporation shall not, without the affirmative vote of the
holders of a majority of the shares of Preferred Stock Outstanding at the
time, voting separately as one class, amend, alter or repeal the provisions
of the Charter, whether by merger, consolidation or otherwise, so as to
materially adversely affect any of the contract rights expressly set forth
in the Charter of Holders of Series C Preferred Shares or any other
Preferred Stock. To the extent permitted under the 1940 Act, in the event
shares of more than one series of Preferred Stock are Outstanding, the
Corporation shall not approve any of the actions set forth in the preceding
sentence which materially adversely affects the contract rights expressly
set forth in the Charter of a Holder of shares of a series of Preferred
Stock differently than those of a Holder of shares of any other series of
Preferred Stock without the affirmative vote of the Holders of at least a
majority of the shares of Preferred Stock of each series materially
adversely affected and Outstanding at such time (each such materially
adversely affected series voting separately as a class to the extent its
rights are affected differently). The Corporation shall notify each Rating
Agency ten Business Days prior to any such vote described above. Unless a
higher percentage is provided for under the Charter or applicable
provisions of the Maryland General Corporate Law, the affirmative vote of
the Holders of a majority of the Outstanding shares of Preferred Stock,
including the Series C Preferred Shares, voting together as a single class,
will be required to approve any plan of reorganization adversely affecting
such shares or any action requiring a vote of security holders under
Paragraph 13(a) of the 1940 Act. For purposes of this paragraph 6(c), the
phrase "vote of the Holders of a majority of the Outstanding shares of
Preferred Stock" 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. The class vote of Holders of
shares of Preferred Stock described above will in each case be in addition
to a separate vote of the requisite percentage of shares of Common Stock
and shares of Preferred Stock, including the Series C Preferred Shares,
voting together as a single class, necessary to authorize the action in
question. 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 C Preferred Shares) 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 provisions of
this paragraph 6(c) are subject to the provisions of paragraph 10.

                  (d) As soon as practicable after the accrual of any right
of the Holders of shares of Preferred Stock, including the Series C
Preferred Shares, to elect additional directors as described in paragraph
6(b), the Corporation shall call a special meeting of such Holders and
instruct the Auction Agent to mail a notice of such special meeting to the
Holders of Series C Preferred Shares, 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 to the Auction Agent 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
day 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 6(b) on a
one-vote-per-share basis. At any such meeting or adjournment thereof in the
absence of a quorum, a majority of the Holders of shares of Preferred
Stock, including the Series C Preferred, present in person or by proxy
shall have the power to adjourn the meeting without notice, other than an
announcement at the meeting, until a date not more than 90 days after the
original record date.

                  (e) For purposes of determining any rights of the Holders
of the shares of Preferred Stock, including the Series C Preferred, to vote
on any matter, whether such right is created by these Articles
Supplementary, by the other provisions of the Charter, by statute or
otherwise, a Series C Preferred Share which is not Outstanding shall not be
counted.

                  (f) 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 the Series C Preferred Shares, to elect directors shall
continue, 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 the Series C Preferred Shares,
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.

                  (g) Upon the expiration of a Voting Period, the terms of
office of the additional directors elected by the Holders of Preferred
Stock, including the Series C Preferred Shares, pursuant to paragraph 6(b)
above shall terminate 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 C
Preferred Shares, to elect additional directors pursuant to paragraph 6(b)
above shall cease, subject to the provisions of the last sentence of
paragraph 6(b).

                  (h) Unless otherwise required by law, the Holders of
Series C Preferred Shares shall not have any rights or preferences other
than those specifically set forth herein. The Holders of Series C Preferred
Shares shall have no preemptive rights or rights to cumulative voting. In
the event that the Corporation fails to pay any dividends on the Series C
Preferred Shares, the exclusive remedy of the Holders shall be the right to
vote for directors pursuant to the provisions of this paragraph 6.

                  (i) In the event a vote of Holders of Preferred Stock is
required pursuant to the provisions of Section 13(a) of the 1940 Act, as
long as the Series C Preferred Shares are rated by a Rating Agency at the
request of the Corporation, the Corporation shall, not later than ten
Business Days prior to the date on which such vote is to be taken, notify
each Rating Agency that such vote is to be taken and the nature of the
action with respect to which such vote is to be taken and, not later than
ten Business Days after the date on which such vote is taken, notify each
Rating Agency of the result of such vote.

7.       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 Series C Preferred Shares shall be entitled to
receive out of the assets of the Corporation available for distribution to
stockholders, after claims of creditors but before any distribution or
payment shall be made in respect of the Common Shares or any other stock of
the Corporation ranking junior to the Series C Preferred Shares as to
liquidation payments, a liquidation distribution in the amount of
$25,000.00 per share (the "Liquidation Preference"), plus an amount equal
to all unpaid dividends 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.

                  (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 Series C Preferred Shares, and any other Outstanding class
or series of Preferred Stock ranking on a parity with the Series C
Preferred Shares as to payment upon liquidation, shall be insufficient to
permit the payment in full to such Holders of Series C Preferred Shares of
the Liquidation Preference plus accumulated and unpaid dividends and the
amounts due upon liquidation with respect to such other Preferred Stock,
then such available assets shall be distributed among the Holders of Series
C Preferred Shares and such other Preferred Stock ratably in proportion to
the respective preferential amounts to which they are entitled. Unless and
until the Liquidation Preference plus accumulated and unpaid dividends has
been paid in full to the Holders of Series C Preferred Shares, 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 C Preferred Shares as
to liquidation.

8.       Auction Agent.

         For so long as any Series C Preferred Shares are Outstanding, the
Auction Agent, duly appointed by the Corporation to so act, shall be in
each case a commercial bank, trust company or other financial institution
independent of the Corporation and its Affiliates (which, however, may
engage or have engaged in business transactions with the Corporation or its
Affiliates) and at no time shall the Corporation or any of its Affiliates
act as the Auction Agent in connection with the Auction Procedures. If the
Auction Agent resigns or for any reason its appointment is terminated
during any period that any Series C Preferred Shares are Outstanding, the
Corporation shall use its best efforts promptly thereafter to appoint
another


<PAGE>



qualified commercial bank, trust company or financial institution to act as the
Auction Agent.

9.       Coverage Tests.

                  (a)      Determination of Compliance.

         For so long as any Series C Preferred Shares are Outstanding, the
Corporation shall make the following determinations:

                       (i) 1940 Act Asset Coverage as follows:

                           (A) As of each Valuation Date, the Corporation
shall determine whether the 1940 Act Asset Coverage is met as of that date.

                           (B) The Corporation shall deliver to the Auction
Agent and each Rating Agency a 1940 Act Asset Coverage Certificate which
sets forth the determination of paragraph 9(a)(i)(A) above (1) as of the
Date of Original Issue and, thereafter, (2) as of (x) the last Business Day
of each March, June, September and December and (y) a Business Day on or
before any 1940 Act Asset Coverage Cure Date following a failure to meet
1940 Act Asset Coverage. Such 1940 Act Asset Coverage Certificate shall be
delivered in the case of clause (1) on the Date of Original Issue and in
the case of clause (2) on or before the seventh Business Day after the last
Business Day of such March, June, September and December, as the case may
be, or the relevant Cure Date.

                       (ii) Series C Preferred Basic Maintenance Amount as
follows:

                           (A) For so long as Series C Preferred Shares are
rated by Moody's and/or S&P at the Corporation's request, the Corporation
shall maintain, on each Valuation Date, Eligible Assets having an Adjusted
Value at least equal to the Series C Preferred Basic Maintenance Amount, as
of such Valuation Date. Upon any failure to maintain Eligible Assets having
an Adjusted Value at least equal to the Series C Preferred Basic
Maintenance Amount, the Corporation shall use all commercially reasonable
efforts to re-attain Eligible Assets having an Adjusted Value at least
equal to the Series C Preferred Basic Maintenance Amount on or prior to the
Series C Preferred Basic Maintenance Amount Cure Date, by altering the
composition of its portfolio or otherwise.

                           (B) The Administrator shall prepare a Series C
Preferred Basic Maintenance Report relating to each Valuation Date. On or
before 5:00 P.M., New York City time, on the fifth Business Day after the
first Valuation Date following the Date of Original Issue of the Series C
Preferred Shares and after each (1) Quarterly Valuation Date, (2) Valuation
Date on which the Corporation fails to satisfy the requirements of
paragraph 9(a)(ii)(A), (3) Series C Preferred Basic Maintenance Amount Cure
Date following a Valuation Date on which the Corporation fails to satisfy
the requirements of paragraph 9(a)(ii)(A) above and (4) Valuation Date and
any immediately succeeding Business Day on which the Adjusted Value of the
Corporation's Eligible Assets exceeds the Series C Preferred Basic
Maintenance Amount by 5% or less, the Corporation shall complete and
deliver to each Rating Agency a Series C Preferred Basic Maintenance
Report, which will be deemed to have been delivered to such Rating Agency
if such Rating Agency receives a copy or telecopy, telex or other
electronic transcription of the Series C Preferred Basic Maintenance Report
and on the same day the Corporation mails to such Rating Agency for
delivery on the next Business Day the Series C Preferred Basic Maintenance
Report. A failure by the Corporation to deliver a Series C Preferred Basic
Maintenance Report under this paragraph 9(a)(ii)(B) shall be deemed to be
delivery of a Series C Preferred Basic Maintenance Report indicating an
Adjusted Value of the Corporation's Eligible Assets less than the Series C
Preferred Basic Maintenance Amount, as of the relevant Valuation Date.

                           (C) Within ten Business Days after the date of
delivery to a Rating Agency of a Series C Preferred Basic Maintenance
Report in accordance with paragraph 9(a)(ii)(B) above relating to a
Quarterly Valuation Date, the Corporation shall deliver to such Rating
Agency an Accountant's Confirmation relating to such Series C Preferred
Basic Maintenance Report that was prepared by the Corporation during the
quarter ending on such Quarterly Valuation Date and to another Series C
Preferred Basic Maintenance Report that was prepared by the Corporation
relating to another day during each calendar year randomly selected by the
Independent Accountants. Also, within ten Business Days after the date of
delivery to a Rating Agency of a Series C Preferred Basic Maintenance
Report in accordance with paragraph 9(a)(ii)(B) above relating to a
Valuation Date on which the Corporation fails to satisfy the requirements
of paragraph 9(a)(ii)(A) and any Series C Preferred Basic Maintenance
Amount Cure Date, the Corporation shall deliver to such Rating Agency an
Accountant's Confirmation relating to such Series C Preferred Basic
Maintenance Report.

                           (D) In the event the Adjusted Value of the
Corporation's Eligible Assets shown in any Series C Preferred Basic
Maintenance Report prepared pursuant to paragraph 9(a)(ii)(B) above is less
than the applicable Series C Preferred Basic Maintenance Amount, the
Corporation shall have until the Series C Preferred Basic Maintenance
Amount Cure Date to achieve an Adjusted Value of the Corporation's Eligible
Assets at least equal to the Series C Preferred Basic Maintenance Amount,
and upon such achievement (and not later than such Series C Preferred Basic
Maintenance Amount Cure Date) the Corporation shall inform such Rating
Agency of such achievement in writing by delivery of a revised Series C
Preferred Basic Maintenance Report showing an Adjusted Value of the
Corporation's Eligible Assets at least equal to the Series C Preferred
Basic Maintenance Amount as of the date of such revised Series C Preferred
Basic Maintenance Report.

                           (E) On or before 5:00 P.M., New York City time,
on no later than the fifth Business Day after the next Valuation Date
following each date on which the Corporation has repurchased more than 1%
of its Common Stock since the most recent date of delivery of a Series C
Preferred Basic Maintenance Report, the Corporation shall complete and
deliver to each Rating Agency a Series C Preferred Basic Maintenance
Report. A Series C Preferred Basic Maintenance Report delivered as provided
in paragraph 9(a)(ii)(B) above also shall be deemed to have been delivered
pursuant to this paragraph 9(a)(ii)(E).

                  (b) Failure to Meet Asset Coverage Requirements.

         If the Corporation fails to have 1940 Act Asset Coverage as
provided in paragraph 9(a)(i) of this Article I or to have Eligible Assets
having an Adjusted Value at least equal to the Series C Preferred Basic
Maintenance Amount as provided in paragraph 9(a)(ii)(A) of this Article I
and such failure is not cured by the applicable Cure Date, Preferred Stock,
which at the Corporation's determination may include Series C Preferred
Shares, will be subject to mandatory redemption as set forth in paragraph 3
of this Article I.

                  (c) Status of Series C Preferred Shares Called for
Redemption.

         For purposes of determining whether the requirements of paragraphs
9(a)(i) and 9(a)(ii)(A) hereof are satisfied, (i) no Series C Preferred
Share shall be deemed to be Outstanding for purposes of any computation if,
prior to or concurrently with such determination, sufficient Deposit Assets
to pay the full Redemption Price for such share shall have been deposited
in trust with the Paying Agent and the requisite Notice of Redemption shall
have been given, and (ii) such Deposit Assets deposited with the Paying
Agent shall not be included.

10.      Certain Other Restrictions.

                  (a) For so long as the Series C Preferred is rated by a
Rating Agency at the Corporation's request, the Corporation will not, and
will cause the Adviser not to, (i) knowingly and willfully purchase or sell
any asset for the specific purpose of causing, and with the actual
knowledge that the effect of such purchase or sale will be to cause, the
Corporation to have Eligible Assets having an Adjusted Value as of the date
of such purchase or sale to be less than the Series C Preferred Basic
Maintenance Amount as of such date, (ii) in the event that, as of the
immediately preceding Valuation Date, the Adjusted Value of the
Corporation's Eligible Assets exceeded the Series C Preferred Basic
Maintenance Amount by 5% or less, alter the composition of the
Corporation's assets in a manner reasonably expected to reduce the Adjusted
Value of the Corporation's Eligible Assets, unless the Corporation shall
have confirmed that, after giving effect to such alteration, the Adjusted
Value of the Corporation's Eligible Assets exceeded the Series C Preferred
Basic Maintenance Amount or (iii) declare or pay any dividend or other
distribution on any Common Shares or repurchase any Common Shares, unless
the Corporation shall have confirmed that, after giving effect to such
declaration, other distribution or repurchase, the Corporation continued to
satisfy the requirements of paragraphs 9(a)(i) and 9(a)(ii) of this Article
I.

                  (b) For so long as any the Series C Preferred Shares are
rated by Rating Agency at the Corporation's request, unless the Corporation
shall have received written confirmation from each such Rating Agency, the
Corporation may engage in the lending of its portfolio securities only in
an amount of up to 5% of the Corporation's total assets, provided that the
Corporation receives cash collateral for such loaned securities which is
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities and, if invested, is invested only in
Short-Term Money Market Instruments or in money market mutual funds meeting
the requirements of Rule 2a-7 under the 1940 Act that maintain a constant
$1.00 per share net asset value and treat the loaned securities rather than
the collateral as the assets of the Corporation for purposes of determining
compliance with paragraph 9 hereof.

                  (c) For so long as the Series C Preferred Shares are
rated by Rating Agency at the Corporation's request, the Corporation shall
not consolidate with, merge into, sell or otherwise transfer all or
substantially all of its assets to another entity or adopt a plan of
liquidation of the Corporation, in each case without providing prior
written notification to each Rating Agency.

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

                  (a) So long as any Series C Preferred Shares are
Outstanding, the Corporation may issue and sell one or more 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, 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 11(a).

                  (b) So long as any Series C Preferred Shares 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 Series C Preferred Shares and other Preferred
Stock then 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,
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 Series C
Preferred Shares and all other Preferred Stock of the Corporation then
Outstanding, and (ii) no such additional Preferred Stock (including any
additional Series C Preferred Shares) shall have any preference or priority
over any other Preferred Stock of the Corporation upon the distribution of
the assets of the Corporation or in respect of the payment of dividends.

12.      Termination.

         In the event that no Series C Preferred Shares are Outstanding,
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.

13.      Definitions.

         As used in these Articles Supplementary, the following terms shall
have the following meanings (with terms defined in the singular having
comparable meanings when used in the plural and vice versa), unless the
context otherwise requires:

         "'AA' Financial Composite Commercial Paper Rate" on any date means

                    (i) the interest equivalent of the 7-day rate, in the
               case of a Dividend Period which is a Standard Dividend
               Period or shorter; for Dividend Periods greater than 7 days
               but fewer than or equal to 31 days, the 30-day rate; for
               Dividend Periods greater than 31 days but fewer than or
               equal to 61 days, the 60-day rate; for Dividend Periods
               greater than 61 days but fewer than or equal to 91 days, the
               90 day rate; for Dividend Periods greater than 91 days but
               fewer than or equal to 270 days, the rate described in (ii);
               for Dividend Periods greater than 270 days, the Treasury
               Index Rate; on commercial paper on behalf of issuers whose
               corporate bonds are rated "AA" by S&P, or the equivalent of
               such rating by another nationally recognized rating agency,
               as announced by the Federal Reserve Bank of New York for the
               close of business on the Business Day immediately preceding
               such date; or (ii) if the Federal Reserve Bank of New York
               does not make available such a rate, then the arithmetic
               average of the interest equivalent of such rates on
               commercial paper placed on behalf of such issuers, as quoted
               on a discount basis or otherwise by the Commercial Paper
               Dealers to the Auction Agent for the close of business on
               the Business Day immediately preceding such date (rounded to
               the next highest .001 of 1%). If any Commercial Paper Dealer
               does not quote a rate required to determine the "AA"
               Financial Composite Commercial Paper Rate, such rate shall
               be determined on the basis of the quotations (or quotation)
               furnished by the remaining Commercial Paper Dealers (or
               Dealer), if any, or, if there are no such Commercial Paper
               Dealers, by the Auction Agent pursuant to instructions from
               the Corporation. For purposes of this definition, (A)
               "Commercial Paper Dealers" shall mean (1) Salomon Smith
               Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
               Fenner & Smith Incorporated and Goldman Sachs & Co.; (2) in
               lieu of any thereof, its respective Affiliate or successor;
               and (3) in the event that any of the foregoing shall cease
               to quote rates for commercial paper of issuers of the sort
               described above, in substitution therefor, a nationally
               recognized dealer in commercial paper of such issuers then
               making such quotations selected by the Corporation, and (B)
               "interest equivalent" of a rate stated on a discount basis
               for commercial paper of a given number of days' maturity
               shall mean a number equal to the quotient (rounded upward to
               the next higher one-thousandth of 1%) of (1) such rate
               expressed as a decimal, divided by (2) the difference
               between (x) 1.00 and (y) a fraction, the numerator of which
               shall be the product of such rate expressed as a decimal,
               multiplied by the number of days in which such commercial
               paper shall mature and the denominator of which shall be
               360.

         "Accountant's Confirmation" means a letter from an Independent
Accountant delivered to each Rating Agency with respect to certain Series C
Preferred Basic Maintenance Reports substantially to the effect that:

                  (a) the Independent Accountant has read the Series C
Preferred Basic Maintenance Report or Reports prepared by the Administrator
during the referenced calendar year that are referred to in such letter
(the "Reports");

                  (b) with respect to the issue size compliance, issuer
diversification and industry diversification calculations, such
calculations and the resulting Market Value of the relevant Eligible Assets
included in the Reports and the Adjusted Value of the such Eligible Assets
included in the Reports are numerically correct;

                  (c) with respect to the excess or deficiency of the
Adjusted Value of the relevant Eligible Assets included in the Reports when
compared to the Basic Maintenance Amount calculated for such Rating Agency
the results of the calculation set forth in the Reports have been
recalculated and are numerically correct;

                  (d) with respect to the Rating Agency ratings on
corporate evidences of indebtedness, convertible corporate evidences of
indebtedness and preferred stock listed in the Reports, that information
has been traced and agrees with the information provided directly or
indirectly by the respective Rating Agencies (in the event such information
does not agree or such information is not listed in the accounting records
of the Corporation, the Independent Accountants will inquire of the Rating
Agencies what such information is, and provide a listing in their letter of
such differences, if any);

                  (e) with respect to issuer name and coupon or dividend
rate listed in the Reports, that information has been traced and agrees
with information listed in the accounting records of the Corporation;

                  (f) with respect to issue size listed in the Reports,
that information has been traced and agrees with information provided by
Bloomberg Financial Service or such other services as the relevant Rating
Agency may authorize from time to time;

                  (g) with respect to the prices (or alternative permissible
factors used in calculating the Market Value as provided by these Articles
Supplementary) provided by the Administrator of the Corporation's assets for
purposes of valuing securities in the portfolio, the Independent Accountant
has traced the price used in the Reports to the price provided by such
Administrator (in accordance with the procedures provided in these Articles
Supplementary) and verified that such information agrees (in the event such
information does not agree, the Independent Accountants will provide a listing
in their letter of such differences); and

                  (h) with respect to the description of each security
included in the Reports, the description of the relevant Eligible Assets
has been compared to the definition of such Rating Agency's Eligible Assets
contained in these Articles Supplementary, and the description as appearing
in the Reports agrees with the definition of such Rating Agency's Eligible
Assets as described in these Articles Supplementary.

                  Each such letter may state that: (i) such Independent
Accountant has made no independent verification of the accuracy of the
description of the investment securities listed in the Reports or the
Market Value of those securities nor have they performed any procedures
other than those specifically outlined above for the purposes of issuing
such letter; (ii) unless otherwise stated in the letter, the procedures
specified therein were limited to a comparison of numbers or a verification
of specified computations applicable to numbers appearing in the Reports
and the schedule(s) thereto; (iii) the foregoing procedures do not
constitute an examination in accordance with generally accepted auditing
standards and the Reports contained in the letter do not extend to any of
the Corporation's financial statements taken as a whole; (iv) such
Independent Accountant does not express an opinion as to whether such
procedures would enable such Independent Accountant to determine that the
methods followed in the preparation of the Reports would correctly
determine the Market Value or Discounted Value of the investment portfolio;
(v) accordingly, such Independent Accountant expresses no opinion as to the
information set forth in the Reports or in the schedule(s) thereto and
makes no representation as to the sufficiency of the procedures performed
for the purposes of these Articles Supplementary; and such other statements
as are acceptable to the Rating Agencies.

                  Such letter shall also state that the Independent
Accountant is an "independent accountant" with respect to the Corporation
within the meaning of the 1933 Act and the related published rules and
regulations thereunder.

         "Adjusted Value" of each Eligible Asset shall be computed as
follows:

                  (a) Cash shall be valued at 100% of the face value
thereof; and

                  (b) all other Eligible Assets shall be valued at the
applicable Discounted Value thereof; and

                  (c) each asset that is not an Eligible Asset shall be
valued at zero.

         "Administrator" means the other party to the Administration
Agreement with the Corporation which shall initially be Gabelli Funds, LLC.

         "Adviser" means Gabelli Funds LLC or such other entity that is
then serving as the investment adviser to the Corporation.

         "Affiliate" means, with respect to the Auction Agent, any person
known to the Auction Agent to be controlled by, in control of or under
common control with the Corporation; provided, however, that no
Broker-Dealer controlled by, in control of or under common control with the
Corporation shall be deemed to be an Affiliate nor shall any corporation or
any Person controlled by, in control of or under common control with such
corporation, one of the directors or executive officers of which is a
director of the Corporation be deemed to be an Affiliate solely because
such director or executive officer is also a director of the Corporation.

         "All Hold Rate" means 80% of the "AA" Financial Composite
Commercial Paper Rate.

         "Applicable Rate" means, with respect to the Series C Preferred,
for each Dividend Period (i) if Sufficient Clearing Orders exist for the
Auction in respect thereof, the Winning Bid Rate, (ii) if Sufficient
Clearing Orders do not exist for the Auction in respect thereof, the
Maximum Rate and (iii) if all Series C Preferred Shares are the subject of
Submitted Hold Orders for the Auction in respect thereof, the All Hold
Rate.

         "Auction" means each periodic operation of the Auction Procedures.

         "Auction Agent" means The Bank of New York unless and until
another commercial bank, trust company, or other financial institution
appointed by a resolution of the Board of Directors enters into an
agreement with the Corporation to follow the Auction Procedures for the
purpose of determining the Applicable Rate.

         "Auction Date" means the first Business Day next preceding the
first day of a Dividend Period.

         "Auction Procedures" means the procedures for conducting Auctions
as set forth in Article II of these Articles Supplementary.

         "Beneficial Owner," with respect to Series C Preferred Shares,
means a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of Series
C Preferred Shares.

         "Bid" has the meaning set forth in paragraph 2(a)(ii) of Article
II of these Articles Supplementary.

         "Bidder" has the meaning set forth in paragraph 2(a)(ii) of
Article II of these Articles Supplementary, provided however that neither
the Corporation nor any Affiliate shall be permitted to be Bidder in an
Auction.

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

         "Broker-Dealer" means any broker-dealer or broker-dealers, or
other entity permitted by law to perform the functions required of a
Broker-Dealer by the Auction Procedures, that has been selected by the
Corporation and has entered into a Broker- Dealer Agreement that remains
effective.

         "Broker-Dealer Agreement" means an agreement between the Auction
Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to
follow the Auction Procedures.

         "Business Day" means a day on which the New York Stock Exchange is
open for trading and which is not a Saturday, Sunday or other day on which
banks in The City of New York, New York are authorized or obligated by law
to close.

         "Charter" means the Charter of the Corporation, as amended,
restated and supplemented from time to time.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

         "Commission" means the Securities and Exchange Commission.

         "Common Shares" means the shares of the Corporation's common
stock, par value $.001 per share.

         "Corporation" has the meaning set forth in the preamble to these
Articles Supplementary.

         "Cure Date" has the meaning set forth in paragraph 3(a)(ii) of
Article I of these Articles Supplementary.

         "Date of Original Issue" means the date on which the Series C
Preferred Shares are originally issued by the Corporation.

         "Default" has the meaning set forth in paragraph 2(c)(ii) of
Article I of these Articles Supplementary.

         "Default Period" has the meaning set forth in paragraph 2(c)(ii)
of Article I of these Articles Supplementary.

         "Default Rate" has the meaning set forth in paragraph 2(c)(iii) of
Article I of these Articles Supplementary.

         "Deposit Securities" means cash and any obligations or securities,
including Short Term Money Market Instruments that are Eligible Assets,
rated at least AAA or A-1+ by S&P, except that, for purposes of optional
redemption, such obligations or securities will be considered "Deposit
Securities" only if they also are rated at least P-1 by Moody's.

         "Discount Factor" means the Moody's Discount Factor (if Moody's is
then rating the Series C Preferred Shares at the request of the
Corporation), the S&P Discount Factor (if S&P is then rating the Series C
Preferred Shares at the request of the Corporation) or the applicable
discount factor established by any Other Rating Agency, whichever is
applicable.

         "Discounted Value" means the quotient of the Market Value of an
Eligible Asset divided by the applicable Discount Factor, provided that
with respect to an Eligible Asset that is currently callable, Discounted
Value will be equal to the quotient as calculated above or the call price,
whichever is lower, and that with respect to an Eligible Asset that is
prepayable, Discounted Value will be equal to the quotient as calculated
above or the par value, whichever is lower.

         "Dividend Default" has the meaning set forth in paragraph 2(c)(ii)
of Article I of these Articles Supplementary.

         "Dividend Payment Date" with respect to the Series C Preferred
Shares means any date on which dividends are payable pursuant to paragraph
2(b) of Article I of these Articles Supplementary.

         "Dividend Period" means, with respect to Series C Preferred
Shares, the initial period determined in the manner set forth under
"Designation" above, and thereafter, the period commencing on the day
following each Dividend Period and ending on the day established by the
Corporation.

         "Eligible Assets" means Moody's Eligible Assets (if Moody's is
then rating the Series C Preferred Shares at the request of the
Corporation), S&P Eligible Assets (if S&P is then rating the Series C
Preferred Shares at the request of the Corporation), and/or Other Rating
Agency Eligible Assets, whichever is applicable.

         "Holder" means, with respect to the Preferred Stock, including the
Series C Preferred Shares, the registered holder of such shares as the same
appears on the stock ledger or stock records of the Corporation or records
of the Auction Agent, as the case may be.

         "Independent Accountants" means a nationally recognized
accountant, or firm of accountants, that is with respect to the Corporation
an independent public accountant or firm of independent public accountants
under the 1933 Act.

         "Liquidation Preference" shall, with respect to each Series C
Preferred Share, have the meaning set forth in paragraph 7(a) of Article I
of these Articles Supplementary and shall have a correlative meaning with
respect to any other class or series of Preferred Stock.

         "Mandatory Redemption Date" has the meaning set forth in paragraph
3(a)(iii) of Article I of these Articles Supplementary.

         "Mandatory Redemption Price" means the Redemption Price plus (in
the case of a Dividend Period of one year or more only) a redemption
premium, if any, determined by the Board of Directors after consultation
with the Broker-Dealers and set forth in the notice describing any
applicable Specific Redemption Provisions.

         "Market Value" means the amount determined by the Corporation with
respect to specific Eligible Assets in accordance with valuation policies
adopted from time to time by the Board of Directors as being in compliance
with the requirements of the 1940 Act.

         Notwithstanding the foregoing, "Market Value" may, at the option
of the Corporation with respect to any of its assets, mean the amount
determined with respect to specific Eligible Assets of the Corporation in
the manner set forth below:

                  (a) as to any common or preferred stock which is an
Eligible Asset, (i) if the stock is traded on a national securities
exchange or quoted on the Nasdaq System, the last sales price reported on
the Valuation Date or (ii) if there was no reported sales price on the
Valuation Date, the lower of two bid prices for such stock provided by two
recognized securities dealers with a minimum capitalization of $25,000,000
(or otherwise approved for such purpose by Moody's and S&P) or by one such
securities dealer and any other source (provided that the utilization of
such source would not adversely affect Moody's and S&P's then-current
rating of the Series C Preferred Shares) to the Administrator of the
Corporation's assets, at least one of which shall be provided in writing or
by telecopy, telex, other electronic transcription, computer obtained
quotation reducible to written form or similar means, and in turn provided
to the Corporation by any such means by such Administrator, or, if two bid
prices cannot be obtained, such Eligible Asset shall have a Market Value of
zero;

                  (b) as to any U.S. Government Obligation, Short Term
Money Market Instrument (other than demand deposits, federal funds,
bankers' acceptances and next Business Day's repurchase agreements) and
commercial paper, with maturities greater than 60 days, the product of (i)
the principal amount (accreted principal to the extent such instrument
accretes interest) of such instrument, and (ii) the lower of the bid prices
for the same kind of instruments having, as nearly as practicable,
comparable interest rates and maturities provided by two recognized dealers
having minimum capitalization of $25,000,000 (or otherwise approved for
such purpose by Moody's and S&P) or by one such dealer and any other source
(provided that the utilization of such source would not adversely affect
Moody's and S&P's then-current rating of the Series C Preferred Shares) to
the Administrator, at least one of which shall be provided in writing or by
telecopy, telex, other electronic transcription, computer obtained
quotation reducible to written form or similar means, and in turn provided
to the Corporation by any such means by such Administrator, or, if two bid
prices cannot be obtained, such Eligible Asset will have a Market Value of
zero;

                  (c) as to cash, demand deposits, federal funds, bankers'
acceptances and next Business Day's repurchase agreements included in Short
Term Money Market Instruments, the face value thereof;

                  (d) as to any U.S. Government Obligation, Short Term
Money Market Instrument or commercial paper with a maturity of 60 days or
fewer, amortized cost unless the Board of Directors determines that such
value does not constitute fair value;

                  (e) as to any other evidence of indebtedness which is an
Eligible Asset, (i) the product of (A) the unpaid principal balance of such
indebtedness as of the Valuation Date and (B)(1) if such indebtedness is
traded on a national securities exchange or quoted on the Nasdaq System,
the last sales price reported on the Valuation Date or (2) if there was no
reported sales price on the Valuation Date or if such indebtedness is not
traded on a national securities exchange or quoted on the Nasdaq System,
the lower of two bid prices for such indebtedness provided by two
recognized dealers with a minimum capitalization of $25,000,000 (or
otherwise approved for such purpose by Moody's and S&P) or by one such
dealer and any other source (provided that the utilization of such source
would not adversely affect Moody's and S&P's then-current rating of the
Series C Preferred Shares) to the Administrator of the Corporation's
assets, at least one of which shall be provided in writing or by telecopy,
telex, other electronic transcription, computer obtained quotation
reducible to written form or similar means, and in turn provided to the
Corporation by any such means by such Administrator, plus (ii) accrued
interest on such indebtedness.

         "Maximum Rate" means, on any date on which the Applicable Rate is
determined, (i) in the case of dividend period of 184 days or less, the
applicable percentage of the "AA" Financial Composite Commercial Paper Rate
on the date of such Auction determined as set forth below based on the
lower of the credit ratings assigned to the Series C Preferred by Moody's
and S&P subject to upward but not downward adjustment in the discretion of
the Board of Directors after consultation with the Broker-Dealers; provided
that immediately following any such increase the Fund would be in
compliance with the Series C Preferred Basic Maintenance Amount or (ii) in
the case of a dividend period of longer than 184 days, the Treasury Index
Rate

Moody's Credit Rating  S&P Credit Rating  Applicable Percentage
---------------------- ------------------ ---------------------
Aa3 or Above           [AA-]               150%
A3 or a1               [A- or higher]      175%
Baa3 to baa1           [BBB- or higher]    250%
Below Baa3             [Below BBB-]        275%

         "Moody's" means Moody's Investors Service, Inc. and its successors
at law.

         "Moody's Discount Factor" means, with respect to a Moody's
Eligible Asset specified below, the following applicable number:
<TABLE>
<CAPTION>
                                                                                  Moody's
Type of Moody's Eligible Asset:                                               Discount Factor:
------------------------------                                                ---------------
<S>                                                                                        <C>
Short Term Money Market Instruments (other than U.S.
Government Obligations set forth below) and other commercial
paper:
     U.S. Treasury Securities with final maturities that are less
     than or equal to 60 days........................................                      1.00
     Demand or time deposits, certificates of deposit and bankers'
     acceptances includible in Moody's Short Term Money Market
     Instruments.....................................................                      1.00
     Commercial paper rated P-1 by Moody's maturing in 30 days
     or less.........................................................                      1.00
     Commercial paper rated P-1 by Moody's maturing in more
     than 30 days but in 270 days or less............................                      1.15
     Commercial paper rated A-1+ by S&P maturing in 270 days
     or less.........................................................                      1.25
     Repurchase obligations includible in Moody's Short Term
     Money Market Instruments if term is less than 30 days and
     counterparty is rated at least A2...............................                      1.00
     Other repurchase obligations....................................    Discount Factor applicable to
                                                                                 the underlying assets
U.S. Common Stocks and Common Stocks of foreign issuers for
which ADRs are traded................................................                      3.00
Common Stocks of foreign issuers (in existence for at least five
years) for which no ADRs are traded..................................                      4.00
Convertible Preferred Stocks.........................................                      3.00
Preferred stocks:
     Auction rate preferred stocks...................................                      3.50
     Other preferred stocks issued by issuers in the financial and
     industrial industries...........................................                      1.62
     Other preferred stocks issued by issuers in the utilities
     industry........................................................                      1.40
U.S. Government Obligations (other than U.S. Treasury Securities
Strips set forth below) with remaining terms to maturity of:
     1 year or less..................................................                      1.04
     2 years or less.................................................                      1.09

                                                                                      Moody's
Type of Moody's Eligible Asset:                                                    Discount Factor
-------------------------------                                                    ---------------

     3 years or less.................................................                      1.12
     4 years or less.................................................                      1.15
     5 years or less.................................................                      1.18
     7 years of less.................................................                      1.21
     10 years or less................................................                      1.24
     15 years or less................................................                      1.25
     20 years or less................................................                      1.26
     30 years or less................................................                      1.26
U.S. Treasury Securities Strips with remaining terms to maturity
of:
     1 year or less..................................................                      1.04
     2 years or less.................................................                      1.10
     3 years or less.................................................                      1.14
     4 years or less.................................................                      1.18
     5 years or less.................................................                      1.21
     7 years or less.................................................                      1.27
     10 years or less................................................                      1.34
     15 years or less................................................                      1.45
     20 years or less................................................                      1.54
     30 years or less................................................                      1.66
Corporate evidences of indebtedness:
     Corporate evidences of indebtedness rated at least Aaa3 with remaining
     terms to maturity of:
         1 year or less..............................................                      1.10
         2 years or less.............................................                      1.13
         3 years or less.............................................                      1.18
         4 years or less.............................................                      1.21
         5 years or less.............................................                      1.23
         7 years or less.............................................                      1.27
         10 years or less............................................                      1.30
         15 years or less............................................                      1.31
         20 years or less............................................                      1.32
         30 years or less............................................                      1.33
     Corporate evidences of indebtedness rated at least Aa3 with remaining
     terms to maturity of:
         1 year or less..............................................                      1.15
         2 years of less.............................................                      1.20
         3 years or less.............................................                      1.23
         4 years or less.............................................                      1.27
         5 years or less.............................................                      1.29

                                                                                      Moody's
Type of Moody's Eligible Asset:                                                    Discount Factor
-------------------------------                                                    ---------------

         7 years or less.............................................                      1.33
         10 years or less............................................                      1.36
         15 years or less............................................                      1.37
         20 years or less............................................                      1.38
         30 years or less............................................                      1.39
     Corporate evidences of indebtedness rated at least A3 with remaining
     terms to maturity of:
         1 year or less..............................................                      1.20
         2 years or less.............................................                      1.26
         3 years or less.............................................                      1.29
         4 years or less.............................................                      1.33
         5 years or less.............................................                      1.35
         7 years or less.............................................                      1.39
         10 years or less............................................                      1.42
         15 years or less............................................                      1.43
         20 years or less............................................                      1.45
         30 years or less............................................                      1.45
     Corporate evidences of indebtedness rated at least Baa3 with remaining
     terms of maturity of:
         1 year or less..............................................                      1.25
         2 years or less.............................................                      1.31
         3 years or less.............................................                      1.35
         4 years or less.............................................                      1.38
         5 years or less.............................................                      1.41
         7 years or less.............................................                      1.45
         10 years or less............................................                      1.48
         15 years or less............................................                      1.50
         20 years or less............................................                      1.51
         30 years or less............................................                      1.52
     Corporate evidences of indebtedness rated at least Ba3 with remaining
     terms of maturity of:
         1 year or less..............................................                      1.36
         2 years or less.............................................                      1.42
         3 years or less.............................................                      1.46
         4 years or less.............................................                      1.50
         5 years or less.............................................                      1.53
         7 years or less.............................................                      1.57
         10 years or less............................................                      1.61
         15 years or less............................................                      1.62
         20 years or less............................................                      1.64

                                                                                      Moody's
Type of Moody's Eligible Asset:                                                    Discount Factor
-------------------------------                                                    ---------------

         30 years or less............................................                      1.64
     Corporate evidences of indebtedness rated at least B1 and B2 with
     remaining terms of maturity of:
         1 year or less..............................................                      1.46
         2 years or less.............................................                      1.53
         3 years or less.............................................                      1.57
         4 years or less.............................................                      1.61
         5 years or less.............................................                      1.65
         7 years or less.............................................                      1.70
         10 years or less............................................                      1.73
         15 years or less............................................                      1.75
         20 years or less............................................                      1.76
         30 years or less............................................                      1.77
Convertible corporate evidences of indebtedness with senior debt securities
rated at least Aa3 issued by the following type of issuers:
     Utility.........................................................                      1.28
     Industrial......................................................                      1.75
     Financial.......................................................                      1.53
     Transportation..................................................                      2.13
Convertible corporate evidences of indebtedness with senior debt securities
rated at least A3 issued by the following type of issuers:
     Utility.........................................................                      1.33
     Industrial......................................................                      1.80
     Financial.......................................................                      1.58
     Transportation..................................................                      2.18
Convertible corporate evidences of indebtedness with senior debt securities
rated at least Baa3 issued by the following type of issuers:
     Utility.........................................................                      1.48
     Industrial......................................................                      1.95
     Financial.......................................................                      1.73
     Transportation..................................................                      2.33
Convertible corporate evidences of indebtedness with senior debt securities
rated at least Ba3 issued by the following type of issuers:
     Utility.........................................................                      1.49
     Industrial......................................................                      1.96
     Financial.......................................................                      1.74
     Transportation..................................................                      2.34

                                                                                      Moody's
Type of Moody's Eligible Asset:                                                    Discount Factor
-------------------------------                                                    ---------------

Convertible corporate evidences of indebtedness with senior debt securities
rated at least B2 issued by the following type of issuers:
     Utility.........................................................                      1.59
     Industrial......................................................                      2.06
     Financial.......................................................                      1.84
     Transportation..................................................                      2.44
</TABLE>

         "Moody's Eligible Assets" means:

                  (a) cash (including, for this purpose, receivables for
investments sold to a counterparty whose senior debt securities are rated
at least Baa3 by Moody's or a counterparty approved by Moody's and payable
within five Business Days following such Valuation Date and dividends and
interest receivable within 70 days on investments);

                  (b)  Short-Term Money Market Instruments;

                  (c) commercial paper that is not includible as a
Short-Term Money Market Instrument having on the Valuation Date a rating
from Moody's of at least P- 1 and maturing within 270 days;

                  (d) preferred stocks (i) which either (A) are issued by
issuers whose senior debt securities are rated at least Baa1 by Moody's or
(B) are rated at least Baa3 by Moody's or (C) in the event an issuer's
senior debt securities or preferred stock is not rated by Moody's, which
either (1) are issued by an issuer whose senior debt securities are rated
at least A- by S&P or (2) are rated at least A- by S&P and for this purpose
have been assigned a Moody's equivalent rating of at least Baa3, (ii) of
issuers which have (or, in the case of issuers which are special purpose
corporations, whose parent companies have) common stock listed on the New
York Stock Exchange, the American Stock Exchange or the Nasdaq National
Market System, (iii) which have a minimum issue size (when taken together
with other of the issuer's issues of similar tenor) of $50,000,000, (iv)
which have paid cash dividends consistently during the preceding three-year
period (or, in the case of new issues without a dividend history, are rated
at least A1 by Moody's or, if not rated by Moody's, are rated at least
AA- by S&P), (v) which pay cumulative cash dividends in U.S. dollars, (vi)
which are not convertible into any other class of stock and do not have
warrants attached, (vii) which are not issued by issuers in the
transportation industry and (viii) in the case of auction rate preferred
stocks, which are rated at least Aa3 by Moody's, or if not rated by
Moody's, AAA by S&P or are otherwise approved in writing by Moody's and
have never had a failed auction; provided, however, that for this purpose
the aggregate Market Value of the Company's holdings of any single issue of
auction rate preferred stock shall not be more than 1% of the Corporation's
total assets.

                  (e) common stocks (i) (A) which are traded on a
nationally recognized stock exchange or in the over-the-counter market, (B)
if cash dividend paying, pay cash dividends in U.S. dollars and (C) which
may be sold without restriction by the Corporation; provided, however, that
(y) common stock which, while a Moody's Eligible Asset owned by the
Corporation, ceases paying any regular cash dividend will no longer be
considered a Moody's Eligible Asset until 71 days after the date of the
announcement of such cessation, unless the issuer of the common stock has
senior debt securities rated at least A3 by Moody's and (z) the aggregate
Market Value of the Corporation's holdings of the common stock of any
issuer in excess of 4% in the case of utility common stock and 6% in the
case of non- utility common stock of the aggregate Market Value of the
Corporation's holdings shall not be Moody's Eligible Assets, (ii) which are
securities denominated in any currency other than the U.S. dollar or
securities of issuers formed under the laws of jurisdictions other than the
United States, its states and the District of Columbia for which there are
dollar-denominated American Depository Receipts ("ADRs") or their
equivalents which are traded in the United States on exchanges or
over-the-counter and are issued by banks formed under the laws of the
United States, its states or the District of Columbia or (iii) which are
securities of issuers formed under the laws of jurisdictions other than the
United States (and in existence for at least five years) for which no ADRs
are traded; provided, however, that the aggregate Market Value of the
Corporation's holdings of securities denominated in currencies other than
the U.S. dollar and ADRs in excess of (A) 6% of the aggregate Market Value
of the Outstanding shares of common stock of such issuer thereof or (B) in
excess of 10% of the Market Value of the Corporation's Moody's Eligible
Assets with respect to issuers formed under the laws of any single such
non-U.S. jurisdiction other than Australia, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, New
Zealand, Norway, Spain, Sweden, Switzerland and the United Kingdom, shall
not be a Moody's Eligible Asset;

                  (f)  U.S. Government Obligations;

                  (g) corporate evidences of indebtedness (i) which may be
sold without restriction by the Corporation which are rated at least B3
(Caa subordinate) by Moody's (or, in the event the security is not rated by
Moody's, the security is rated at least BB- by S&P and which for this
purpose is assigned a Moody's equivalent rating of one full rating category
lower), with such rating confirmed on each Valuation Date, (ii) which have
a minimum issue size of at least (A) $100,000,000 if rated at least Baa3 or
(B) $50,000,000 if rated B or Ba3, (iii) which are not convertible or
exchangeable into equity of the issuing corporation and have a maturity of
not more than 30 years and (iv) for which, if rated below Baa3 or not
rated, the aggregate Market Value of the Company's holdings do not exceed
10% of the aggregate Market Value of any individual issue of corporate
evidences of indebtedness calculated at the time of original issuance; and

                  (h) convertible corporate evidences of indebtedness (i)
which are issued by issuers whose senior debt securities are rated at least
B2 by Moody's (or, in the event an issuer's senior debt securities are not
rated by Moody's, which are issued by issuers whose senior debt securities
are rated at least BB by S&P and which for this purpose is assigned a
Moody's equivalent rating of one full rating category lower), (ii) which
are convertible into common stocks which are traded on the New York Stock
Exchange or the American Stock Exchange or are quoted on the Nasdaq
National Market System and (iii) which, if cash dividend paying, pay cash
dividends in U.S. dollars; provided, however, that once convertible
corporate evidences of indebtedness have been converted into common stock,
the common stock issued upon conversion must satisfy the criteria set forth
in clause (e) above and other relevant criteria set forth in this
definition in order to be a Moody's Eligible Asset; provided, however, that
the Corporation's investments in auction rate preferred stocks described in
clause (d) above shall be included in Moody's Eligible Assets only to the
extent that the aggregate Market Value of such stocks does not exceed 10%
of the aggregate Market Value of all of the Corporation's investments
meeting the criteria set forth in clauses (a) through (g) above less the
aggregate Market Value of those investments excluded from Moody's Eligible
Assets pursuant to the proviso appearing after clause (i) below; and

                  (i) no assets which are subject to any lien or
irrevocably deposited by the Corporation for the payment of amounts needed
to meet the obligations described in clauses (a)(i) through (a)(iv) of the
definition of "Series C Preferred Basic Maintenance Amount" may be
includible in Moody's Eligible Assets.

         Notwithstanding anything to the contrary in the preceding clauses
(a)-(i), the Corporation's investment in preferred stock, common stock,
corporate evidences of indebtedness and convertible corporate evidences of
indebtedness shall not be treated as Moody's Eligible Assets except to the
extent they satisfy the following diversification requirements (utilizing
Moody's Industry and Sub-industry Categories) with respect to the Market
Value of the Corporation's holdings:

Issuer:


                               Non-Utility                     Utility
                              Maximum Single                Maximum Single
Moody's Rating(1)(2)           Issuer(3)(4)                  Issuer(3)(4)
--------------                --------------                -------------
Aaa                                  100%                          100%
Aa                                    20%                           20%
A                                     10%                           10%
CS/CB, "Baa", Baa(5)                   6%                            4%
Ba                                     4%                            4%
B1/B2                                  3%                            3%
B3 (Caa subordinate)                   2%                            2%


Industry and State:

<TABLE>
<CAPTION>
                                                            Utility
                                Non-Utility                 Maximum                  Utility
                               Maximum Single             Single Sub-             Maximum Single
Moody's Rating(1)               Industry(3)             Industry(3)(6)               State(3)
-----------------              -------------            --------------              ---------
<S>                                  <C>                       <C>                      <C>
Aaa                                  100%                      100%                     100%
Aa                                    60%                       60%                      20%
A                                     40%                       50%                      10%(7)
CS/CB, "Baa", Baa(5)                  20%                       50%                       7%(7)
Ba                                    12%                       12%                       0%
B1/B2                                  8%                        8%                       0%
B3 (Caa subordinate)                   5%                        5%                       0%

--------------
</TABLE>

(1)  The equivalent Moody's rating must be lowered one full rating category
     for preferred stocks, corporate evidences of indebtedness and
     convertible corporate evidences of indebtedness rated by S&P but not
     by Moody's.

(2)  Corporate evidences of indebtedness from issues ranging $50,000,000 to
     $100,000,000 are limited to 20% of Moody's Eligible Assets.

(3)  The referenced percentages represent maximum cumulative totals only
     for the related Moody's rating category and each lower Moody's rating
     category.

(4)  Issuers subject to common ownership of 25% or more are considered as
     one name.

(5)  CS/CB refers to common stock and convertible corporate evidences of
     indebtedness, which are diversified independently from the rating
     level.

(6)  In the case of utility common stock, utility preferred stock, utility
     evidences of indebtedness and utility convertible evidences of
     indebtedness, the definition of industry refers to sub- industries
     (electric, water, hydro power, gas, diversified). Investments in other
     sub-industries are eligible only to the extent that the combined sum
     represents a percentage position of the Moody's Eligible Assets less
     than or equal to the percentage limits in the diversification tables
     above.

(7)  Such percentage shall be 15% in the case of utilities regulated by
     California, New York and Texas.

     "Moody's Industry and Sub-Industry Categories" means:

     Aerospace and Defense: Major Contractor, Subsystems, Research,
     Aircraft Manufacturing, Arms, Ammunition

     Automobile: Automotive Equipment, Auto-Manufacturing, Auto Parts
     Manufacturing, Personal Use Trailers, Motor Homes, Dealers

     Banking: Bank Holding, Savings and Loans, Consumer Credit, Small Loan,
     Agency, Factoring, Receivables

     Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines and
     Liquors, Distributors, Soft Drink Syrup, Bottlers, Bakery, Mill Sugar,
     Canned Foods, Corn Refiners, Dairy Products, Meat Products, Poultry
     Products, Snacks, Packaged Foods, Distributors, Candy, Gum, Seafood,
     Frozen Food, Cigarettes, Cigars, Leaf/Snuff, Vegetable Oil

     Broadcasting: Radio, T.V.

     Buildings and Real Estate: Brick, Cement, Climate Controls,
     Contracting, Engineering, Construction, Hardware, Forest Products
     (building-related only), Plumbing, Roofing, Wallboard, Real Estate,
     Real Estate Development, REITs, Land Development

     Cable: Distribution, Equipment, Programming

     Chemicals, Plastics and Rubber: Chemicals (non-agriculture),
     Industrial Gases, Sulphur, Plastics, Plastic Products, Abrasives,
     Coatings, Paints, Varnish, Fabricating

     Communications (excluding companies primarily engaged in offering
     Telephone services): Satellite, Wireless, Equipment

     Containers, Packaging and Glass: Glass, Fiberglass, Containers made
     of: Glass, Metal, Paper, Plastic, Wood, or Fiberglass

     Personal and Non Durable Consumer Products (Manufacturing Only):
     Soaps, Perfumes, Cosmetics, Toiletries, Cleaning Supplies, School
     Supplies

     Diversified/Conglomerate Manufacturing

     Diversified/Conglomerate Service

     Diversified Natural Resources, Precious Metals and Minerals:
     Fabricating, Distribution, Mining and Sales

     Ecological: Pollution Control, Waste Removal, Waste Treatment, Waste
     Disposal

     Electronics: Computer Hardware, Electric Equipment, Components,
     Controllers, Motors, Household Appliances, Information Service
     Communication Systems, Radios, TVs, Tape Machines, Speakers, Printers,
     Drivers, Technology

     Entertainment: Recording Industry, Motion Exhibition Theaters, Motion
     Picture Production and Distribution

     Finance: Investment Brokerage, Leasing, Syndication, Securities

     Farming and Agriculture: Livestock, Grains, Produce; Agricultural
     Chemicals, Agricultural Equipment, Fertilizers

     Grocery: Grocery Stores, Convenience Food Stores

     Healthcare, Education and Childcare: Ethical Drugs, Proprietary Drugs,
     Research, Health Care Centers, Nursing Homes, HMOs, Hospitals,
     Hospital Supplies, Medical Equipment

     Home and Office Furnishings, Housewares, and Durable Consumer
     Products: Carpets, Floor Coverings, Furniture, Cooking, Ranges

     Hotels, Motels, Inns and Gaming

     Insurance: Life, Property and Casualty, Broker, Agent, Surety

     Leisure, Amusement, Entertainment: Boating, Bowling, Billiards,
     Musical Instruments, Fishing, Photo Equipment, Records, Tapes, Sports,
     Outdoor Equipment (Camping), Tourism, Resorts, Games, Toy
     Manufacturing

     Machinery (Non-Agriculture, Non-Construction, Non-Electronic):
     Industrial, Machine Tools, Steam Generators

     Mining, Steel, Iron and Non Precious Metals: Coal, Copper, Lead,
     Uranium, Zinc, Aluminum, Stainless Steel, Integrated Steel, Ore
     Production, Refractories, Steel Mill Machinery, Mini-Mills,
     Fabricating, Distribution and Sales

     Oil and Gas: Crude Producer, Retailer, Well Supply, Service and
     Drilling

     Personal, Food and Miscellaneous Services

     Printing and Publishing: Graphic Arts, Paper, Paper Products, Business
     Forms, Magazines, Books, Periodicals, Newspapers, Textbooks

     Cargo Transport: Rail, Shipping, Railroads, Rail-Car Builders, Ship
     Builders, Containers, Container Builders, Parts, Overnight Mail,
     Trucking, Truck Manufacturing, Trailer Manufacturing, Air Cargo,
     Transport

     Retail Stores: Apparel, Toy, Variety, Drugs, Department, Mail Order
     Catalog, Showroom

     Telecommunications: Local, Long Distance, Independent, Telephone,
     Telegraph, Equipment, Research

     Textiles and Leather: Producer, Synthetic Fiber, Apparel Manufacturer,
     Leather Shoes

     Personal Transportation: Air, Bus, Rail, Car, Rental

     Utilities: Electric, Water, Hydro Power, Gas, Diversified

     Sovereigns: Semi-sovereigns, Canadian Provinces, Supra- national
     agencies

     "1933 Act" means the Securities Act of 1933, as amended, or any
     successor statute.

     "1940 Act" means the Investment Company Act of 1940, as amended, or
     any successor statute.

         "1940 Act 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 Series C Preferred Shares (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 shares), 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.

         "1940 Act Asset Coverage Certificate" means the certificate
required to be delivered by the Corporation pursuant to paragraph 9(a)(i)
of Article I of these Articles Supplementary.

         "1940 Act Asset Coverage Cure Date" means, with respect to the
failure by the Corporation to maintain 1940 Act Asset Coverage (as required
by paragraph 9(a)(i) of Article I of these Articles Supplementary) as of
each Valuation Date, 10 days following such Business Day.

         "Non-Call Period" means a period determined by the Board of
Directors after consultation with the Broker-Dealers, during which the
Series C Preferred Shares subject to such Special Dividend Period are not
subject to redemption at the option of the Corporation but only to
mandatory redemption.

         "Notice of Redemption" means any notice with respect to the
redemption of Series C Preferred Shares pursuant to paragraph 3 of Article
I of these Articles Supplementary.

         "Order" has the meaning set forth in" paragraph 2(a)(ii) of
Article II of these Articles Supplementary.

         "Other Rating Agency" means any rating agency other than Moody's
or S&P then providing a rating for the Series C Preferred Shares at the
request of the Corporation.

         "Other Rating Agency Eligible Assets" means assets of the
Corporation designated by any Other Rating Agency as eligible for inclusion
in calculating the discounted value of the Corporation's assets in
connection with such Other Rating Agency's rating of the Series C Preferred
Shares.

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

               (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 the Series
               C Preferred Shares as to which a notice of redemption shall
               have been given and for whose payment at the redemption
               thereof deposit assets in the necessary amount are held by
               the Corporation in trust for or were paid by the Corporation
               to the holder of such share pursuant to the Articles
               Supplementary with respect thereto;

               (c) in the case of the Series C Preferred Shares, any such
               shares theretofore delivered to the 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 Preferred Stock as to which the Corporation or any Affiliate is the
Existing Holder will be disregarded and deemed not Outstanding; (ii) in
connection with any Auction, any Series C Preferred Shares as to which the
Corporation or any Person known to the Auction Agent to be an Affiliate is
the Existing Holder will be disregarded and not deemed Outstanding; and
(iii) for purposes of determining the Series C Preferred Basic Maintenance
Amount, Series C Preferred Shares held by the Corporation will be
disregarded and deemed not Outstanding, but shares held by any Affiliate
(other than any controlled Affiliates) will be deemed Outstanding.

         "Paying Agent" means The Bank of New York unless and until another
entity appointed by a resolution of the Board of Directors enters into an
agreement with the Corporation to serve as paying agent, which paying agent
may be the same as the Auction Agent.

         "Person" or "Persons" 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 $.001 per
share, of the Corporation, and includes the Series C Preferred Shares.

         "Premium Call Period" means a period consisting of a number of
whole years as determined by the Board of Directors after consultation with
the Broker- Dealers, during each year of which the shares subject to such
Special Dividend Period will be redeemable at the Corporation's option at a
price per share equal to the Liquidation Preference plus accumulated but
unpaid dividends (whether or not earned or declared) plus a premium
expressed as a percentage or percentages of the Liquidation Preference or
expressed as a formula using specified variables as determined by the Board
of Directors after consultation with the Broker-Dealers.

         "Quarterly Valuation Date" means the last Valuation Date in March,
June, September and December of each year, commencing June, 2002.

         "Rating Agency" means Moody's and S&P as long as such rating
agency is then rating the Series C Preferred Shares at the Corporation's
request or any other rating agency then rating the Series C Preferred
Shares at the Corporation's request.

         "Redemption Date" has the meaning set forth in paragraph 2(c)(ii)
of Article I of these Articles Supplementary.

         "Redemption Default" has the meaning set forth in paragraph
2(c)(ii) of Article I of these Articles Supplementary.

         "Redemption Price" has the meaning set forth in paragraph 3(a)(i)
of Article I of these Articles Supplementary.

         "Reference Rate" means, with respect to the determination of the
Default Rate, the applicable "AA" Financial Composite Commercial Paper Rate
(for a Dividend Period of fewer than 184 days) or the applicable Treasury
Index Rate (for a Dividend Period of 184 days or more).

         "Registrar" means The Bank of New York, unless and until another
entity appointed by a resolution of the Board of Directors enters into an
agreement with the Corporation to serve as registrar.

         "S&P" means Standard and Poor's Rating Services and its successors
at law.

         "S&P Discount Factor" means, with respect to a S&P Eligible Asset
specified below, the following applicable number:

Asset Class Obligor                                         Overcollaterliation
  (Collateral)                    Advance Rates (1)             Factors(1)
------------------                -----------------         -------------------

Public Equity Small-Cap                46.0%                       217.4%
Public Equity Mid-Cap                  53.6%                       186.6%
Public Equity Large-Cap                59.7%                       167.5%

----------
(1)  For an S&P rating of AAA

         "S&P Eligible Assets" means:

              (a)  Deposit Assets; and

              (b)  common stocks that satisfy all of the following conditions:

                   (i)   such common stock (including the common stock of
                         any predecessor or constituent issuer) has been
                         traded on a recognized national securities
                         exchange or quoted on the National Market System
                         (or any equivalent or successor thereto) of Nasdaq
                         for at least 450 days.

                   (ii)  the Market Capitalization of such issuer of common
                         stock exceeds $100 million,

                   (iii) the issuer of such common stock is not an entity
                         that is treated as a partnership for federal
                         income tax purposes,

                   (iv)  if such issuer is organized under the laws of any
                         jurisdiction other than the United States, any
                         state thereof, any possession or territory thereof
                         or the District of Columbia, the common stock of
                         such issuer held by the Corporation is traded on a
                         recognized national securities exchange or quoted
                         on the National Market System of Nasdaq either
                         directly or in the form of depository receipts,
                         and

                   (v)   if such issuer is registered as an investment
                         company under the 1940 Act, such issuer does not
                         invest more than 25% of the value of its gross
                         assets in securities that are not S&P Eligible
                         Assets by reason of clause (iv) above;

provided, however, that the Corporation's holdings of the common stock of
any single issuer that satisfies the conditions set forth in clauses (i)
through (v) above shall be included in S&P Seasoned Eligible Assets only to
the extent that:

                   (1)   such holdings may be sold publicly by the
                         Corporation at any time without registration,

                   (2)   to the extent remaining eligible after the
                         operation of item (1) above, such holdings do not
                         exceed a number of shares representing the average
                         weekly trading volume of such common stock during
                         the preceding 30 day period,

                   (3)   to the extent remaining eligible after the
                         operation of items (1) and (2) above, the
                         aggregate Market Value of such holdings, when
                         added to the aggregate Market Value of the
                         Corporations's holdings of all other similarly
                         eligible shares of common stock of issuers in the
                         same Industry Classification, does not exceed 10%
                         of the aggregate Market Value of the Corporation's
                         S&P Eligible Assets, and

                   (4)   to the extent remaining eligible after the
                         operation of items (1) through (3) above, the
                         aggregate Market Value of each of the three
                         largest issuers is not in excess of 5% of the
                         aggregate Market Value of the Corporation's S&P
                         Eligible Assets, and of the remaining issuers, no
                         issuer is in excess of 2% of the aggregate Market
                         Value of the Corporation's S&P Eligible Assets.

         Notwithstanding the foregoing, an asset will not be considered an
S&P Seasoned Eligible Asset if it is held in a margin account, is subject
to any material lien, mortgage, pledge, security interest or security
agreement of any kind or has been deposited irrevocably for the payment of
dividends, redemption payments or any other payment or obligation under the
Corporation's Articles Supplementary.

         "S&P OC Test Rating Chart" means the chart set forth below:


Moody's Rating                     Mapped S&P Rating
-------------------------------    ----------------------------
Aaa                                AA+
Aa1                                AA
Aa2                                AA-
Aaa3                               A+
A1                                 A
A2                                 A-
A3                                 BBB+
Baa1                               BBB
Baa2                               BBB-
Baa3                               BB+
Ba1                                BB-
Ba3                                B
B1                                 B-
B2                                 CCC+
B3                                 CCC
Caa                                CCC-
NR or below Caa                    NR


         "Securities Depository" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by
the Corporation that agrees to follow the procedures required to be
followed by such securities depository in connection with the Series C
Preferred Shares.

         "Series C Preferred Basic Maintenance Amount" means, as of any
Valuation Date, the dollar amount equal to (a) the sum of (i) the product
of the number of shares of each class or series of Preferred Stock
Outstanding on such Valuation Date multiplied, in the case of each such
series or class, by the per share Liquidation Preference applicable to each
such series or class; (ii) to the extent not included in (i) the aggregate
amount of cash dividends (whether or not earned or declared) that will have
accumulated for each Outstanding share of Preferred Stock from the most
recent applicable dividend payment date to which dividends have been paid
or duly provided for (or, in the event the Series C Preferred Basic
Maintenance Amount is calculated on a date prior to the initial Dividend
Payment Date with respect to a class or series of the Preferred Stock, then
from the Date of Original Issue of such shares) through the Valuation Date
plus all dividends to accumulate on the Preferred Stock then Outstanding
during the 70 days following such Valuation Date or, if less, during the
number of days following such Valuation Date that shares of Preferred Stock
called for redemption are scheduled to remain Outstanding at the applicable
rate or default rate then in effect with respect to such shares; (iii) the
Corporation's other liabilities due and payable as of such Valuation Date
(except that dividends and other distributions payable by the Corporation
on Common Stock shall not be included as a liability) and such liabilities
projected to become due and payable by the Corporation during the 90 days
following such Valuation Date (excluding liabilities for investments to be
purchased and for dividends and other distributions not declared as of such
Valuation Date); and (iv) any current liabilities of the Corporation as of
such Valuation Date to the extent not reflected in any of (a)(i) through
(a)(iii) (including, without limitation, and immediately upon
determination, any amounts due and payable by the Corporation pursuant to
reverse repurchase agreements and any payables for assets purchased as of such
Valuation Date) less (b) (i) the Adjusted Value of any of the Corporation's
assets or (ii) the face value of any of the Corporation's assets if, in the
case of both (b)(i) and (b)(ii), such assets are either cash or evidences
of indebtedness which mature prior to or on the date of redemption or
repurchase of shares of Preferred Stock or payment of another liability and
are either U.S. Government Obligations or evidences of indebtedness which
have a rating assigned by Moody's of at least Aaa, P-1, VMIG-1 or MIG-1 or
by S&P of at least AAA, SP-1+ or A-1+, and are irrevocably held by the
Corporation's custodian bank in a segregated account or deposited by the
Corporation with the dividend-disbursing agent or Paying Agent, as the
case may be, for the payment of the amounts needed to redeem or repurchase
Preferred Stock subject to redemption or repurchase or any of (a)(ii)
through (a)(iv); and provided that in the event the Corporation has
repurchased Preferred Stock and irrevocably segregated or deposited assets
as described above with its custodian bank, the dividend-disbursing agent
or Paying Agent for the payment of the repurchase price the Corporation
may deduct 100% of the Liquidation Preference of such Preferred Stock to be
repurchased from (a) above.

         "Series C Preferred Basic Maintenance Amount Cure Date" means 10
Business Days following a Valuation Date, such date being the last day upon
which the Corporation's failure to comply with paragraph 9(a)(ii)(A) of
Article I of these Articles Supplementary could be cured.


         "Series C Preferred Basic Maintenance Amount Test" means a test
which is met if the lower of the aggregate Discounted Values of the Moody's
Eligible Assets or the S&P Eligible Assets if both Moody's and S&P are then
rating the Series C Preferred Shares at the request of the Corporation, or
the Eligible Assets of whichever of Moody's or S&P is then doing so if only
one of Moody's or S&P is then rating the Series C Preferred Shares at the
request of the Corporation, meets or exceeds the Series C Preferred Basic
Maintenance Amount.

         "Series C Preferred Basic Maintenance Report"means a report
prepared by the Administrator of the Corporation which sets forth, as of
the related Valuation Date, Eligible Assets sufficient to meet or exceed
the Series C Preferred Basic Maintenance Amount, the Market Value and
Discounted Value thereof (seriatim and in the aggregate), and the Series C
Preferred Basic Maintenance Amount.

         "Series C Preferred Shares" means the Corporation's Series C
Auction Rate Cumulative Preferred Stock, par value $.001 per share,
liquidation preference $25,000 per share.

         "Short-Term Money Market Instrument" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Corporation, the remaining term to maturity thereof is not in excess of 180
days:

               (i) commercial paper rated A-1 if such commercial paper
          matures in 30 days or A-1+ if such commercial paper matures in
          over 30 days;

               (ii)demand or time deposits in, and banker's acceptances and
          certificates of deposit of (A) a depository institution or trust
          company incorporated under the laws of the United States of
          America or any state thereof or the District of Columbia or (B) a
          United States branch office or agency of a foreign depository
          institution (provided that such branch office or agency is
          subject to banking regulation under the laws of the United
          States, any state thereof or the District of Columbia);

               (iii) overnight funds; and

               (iv) U.S. Government Obligations.

         "Special Dividend Period" means a Dividend Period that is not a
Standard Dividend Period.

         "Specific Redemption Provisions" means, with respect to any
Special Dividend Period of more than one year, either, or any combination
of (i) a Non-Call Period and (ii) a Premium Call Period.

         "Standard Dividend Period" means a Dividend Period of seven days
for the Series C Preferred Shares.

         "Submission Deadline" means 1:00 p.m., New York City time, on any
Auction Date or such other time on any Auction Date by which Broker-Dealers
are required to submit Orders to the Auction Agent as specified by the
Auction Agent from time to time.

         "Transfer Agent" means The Bank of New York, unless and until
another entity appointed by a resolution of the Board of Directors enters
into an agreement with the Corporation to serve as transfer agent.

         "Treasury Index Rate" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities
having the same number of 30-day periods to maturity as the length of the
applicable Dividend Period, determined, to the extent necessary, by linear
interpolation based upon the yield for such securities having the next
shorter and next longer number of 30-day periods to maturity treating all
Dividend Periods with a length greater than the longest maturity for such
securities as having a length equal to such longest maturity, in all cases
based upon data set forth in the most recent weekly statistical release
published by the Board of Governors of the Federal Reserve System
(currently in H.15 (519)); provided, however, if the most recent such
statistical release shall not have been published during the 15 days
preceding the date of computation, the foregoing computations shall be
based upon the average of comparable data as quoted to the Corporation by
at least three recognized dealers in U.S. Government Obligations selected
by the Corporation.

         "U.S. Government Obligations" means direct obligations of the
United States or by its agencies or instrumentalities that are entitled to
the full faith and credit of the United States and that, other than United
States Treasury Bills, provide for the periodic payment of interest and the
full payment of principal at maturity or call for redemption.

         "Valuation Date" means the last Business Day of each week, or such
other date as the Corporation and Rating Agencies may agree to for purposes
of determining the Series C Preferred Basic Maintenance Amount.

         "Voting Period" has the meaning set forth in paragraph 6(b) of
Article I of these Articles Supplementary.

14.      Interpretation. References to sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs are to such sections,
subsections, clauses, sub-clauses, paragraphs and subparagraphs contained
in this Article I or Article II or Article III hereof, as the case may be,
unless specifically identified otherwise.

                       Article II: Auction Procedures

         1. Certain Definitions. As used in these Articles Supplementary,
the following terms shall have the following meanings:

         "Agent Member" means a member of or participant in the Securities
Depository that will act on behalf of a Bidder.

         "Available Preferred Shares" has the meaning set forth in
paragraph 4(a)(i) of Article II of these Articles Supplementary.

         "Existing Holder" means (a) a Person who beneficially owns those
shares of Preferred Stock, including Series C Preferred Shares, listed in
that Person's name in the records of the Corporation or Auction Agent, as
the case may be, or (b) the beneficial owner of those Series C Preferred
Shares which are listed under such person's Broker-Dealer's name in the
records of the Auction Agent, which Broker- Dealer shall have signed a
Master Purchaser's Letter.

         "Hold Order" has the meaning set forth in paragraph 2(a)(ii) of
Article II of these Articles Supplementary.

         "Master Purchaser's Letter" means the letter which is required to
be executed by each prospective purchaser of Series C Preferred Shares or
by the Broker-Dealer through whom the shares will be held.

         "Order" has the meaning set forth in paragraph 2(a)(ii) of Article
II of these Articles Supplementary.

         "Potential Holder" means (a) any Existing Holder who may be
interested in acquiring additional Series C Preferred Shares or (b) any
other Person who may be interested in acquiring Series C Preferred Shares
and who has signed a Master Purchaser's Letter or whose shares will be
listed under such person's Broker-Dealer's name on the records of the
Auction Agent which Broker-Dealer shall have executed a Master Purchaser's
Letter.

         "Sell Order" has the meaning set forth in paragraph 2(a)(ii) of
Article II of these Articles Supplementary.

         "Submitted Bid" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

         "Submitted Hold Order" has the meaning set forth in paragraph 4(a)
of Article II of these Articles Supplementary.

         "Submitted Order" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

         "Submitted Sell Order" has the meaning set forth in paragraph 4(a)
of Article II of these Articles Supplementary.

         "Sufficient Clearing Bids" has the meaning set forth in paragraph
4(a)(ii) of Article II of these Articles Supplementary.

         "Sufficient Clearing Orders" means that all Series C Preferred
Shares are the subject of Submitted Hold Orders or that the number of
Series C Preferred Shares that are the subject of Submitted Bids by
Potential Holders specifying one or more rates equal to or less than the
Maximum Rate exceeds or equals the sum of (a) the number of Series C
Preferred Shares that are subject of Submitted Hold/Sell Orders by Existing
Holders specifying one or more rates higher than the Maximum Applicable
Rate and (b) the number of Series C Preferred Shares that are subject to
Submitted Sell Orders.

         "Winning Bid Rate" means the lowest rate specified in the
Submitted Orders which, if (a) each Submitted Hold/Sell Order from Existing
Holders specifying such lowest rate and all other Submitted Hold/Sell
Orders from Existing Holders specifying lower rates were accepted and (b)
each Submitted Bid from Potential Holders specifying such lowest rate and
all other Submitted Bids from Potential Holders specifying lower rates were
accepted, would result in the Existing Holders described in clause (a)
above continuing to hold an aggregate number of Series C Preferred Shares
which, when added to the number of Series C Preferred Shares to be
purchased by the Potential Holders described in clause (b) above and the
number of Series C Preferred Shares subject to Submitted Hold Orders, would
be equal to the number of Series C Preferred Shares.

         2. Orders.

         (a) On or prior to the Submission Deadline on each Auction Date
for Series C Preferred Shares:

               (i) each Beneficial Owner of Series C Preferred Shares may
          submit to its Broker-Dealer by telephone or otherwise information
          as to:

                    (A) the number of Outstanding Series C Preferred
               Shares, if any, held by such Beneficial Owner which such
               Beneficial Owner desires to continue to hold without regard
               to the Applicable Rate for the next succeeding Dividend
               Period;

                    (B) the number of Outstanding Series C Preferred
               Shares, if any, held by such Beneficial Owner which such
               Beneficial Owner offers to sell if the Applicable Rate for
               the next succeeding Dividend Period shall be less than the
               rate per annum specified by such Beneficial Owner; and/or

                    (C) the number of Outstanding Series C Preferred
               Shares, if any, held by such Beneficial Owner which such
               Beneficial Owner offers to sell without regard to the
               Applicable Rate for the next succeeding Dividend Period; and

               (ii)each Broker-Dealer, using lists of potential Beneficial
          Owners, shall in good faith for the purpose of conducting a
          competitive Auction in a commercially reasonable manner, contact
          potential Beneficial Owners (by telephone or otherwise),
          including Persons that are not Beneficial Owners, on such lists
          to determine the number of Series C Preferred Shares, if any,
          that each such potential Beneficial Owner offers to purchase if
          the Applicable Rate for the next succeeding Dividend Period shall
          not be less than the rate per annum specified by such potential
          Beneficial Owner.

         For the purposes hereof, the communication by a Beneficial Owner
or potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to
the Auction Agent, of information referred to in clauses (a)(i) or (a)(ii)
of this paragraph (2) is hereinafter referred to as an "Order" and
collectively as "Orders" and each Beneficial Owner and each potential
Beneficial Owner placing an Order with a Broker-Dealer, and such
Broker-Dealer placing an Order with the Auction Agent, is hereinafter
referred to as a "Bidder" and collectively as "Bidders;" an Order
containing the information referred to in clause (a)(i)(A) of this
paragraph (2) is hereinafter referred to as a "Hold Order" and collectively
as "Hold Orders;" an Order containing the information referred to in
clauses (a)(i)(B) or (a)(ii) of this paragraph (2) is hereinafter referred
to as a "Bid" and collectively as "Bids;" and an Order containing the
information referred to in clause (a)(i)(C) of this paragraph (2) is
hereinafter referred to as a "Sell Order" and collectively as "Sell
Orders."

         (b) (i) A Bid by a Beneficial Owner or an Existing Holder of
Series C Preferred Shares subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:

                    (A) the number of Outstanding Series C Preferred Shares
               specified in such Bid if the Applicable Rate determined on
               such Auction Date shall be less than the rate specified
               therein;

                    (B) such number or a lesser number of Outstanding
               Series C Preferred Shares to be determined as set forth in
               paragraph 5(a)(iv) if the Applicable Rate for Series C
               Preferred Shares determined on such Auction Date shall be
               equal to the rate specified therein; or

                    (C) the number of Outstanding Series C Preferred Shares
               specified in such Bid if the rate specified therein shall be
               higher than the Maximum Rate, or such number or a lesser
               number of Outstanding Series C Preferred Shares to be
               determined as set forth in paragraph 5(b)(iii) if the rate
               specified therein shall be higher than the Maximum Rate and
               Sufficient Clearing Bids do not exist.

               (ii)A Sell Order by a Beneficial Owner or an Existing Holder
          of Series C Preferred Shares subject to an Auction on any Auction
          Date shall constitute an irrevocable offer to sell:

                    (A) the number of Outstanding Series C Preferred Shares
               specified in such Sell Order; or

                    (B) such number or a lesser number of Outstanding
               Series C Preferred Shares as set forth in paragraph
               5(b)(iii) if Sufficient Clearing Bids do not exist;
               provided, however, that a Broker-Dealer that is an Existing
               Holder with respect to Series C Preferred Shares shall not
               be liable to any Person for failing to sell such shares
               pursuant to a Sell Order described in the proviso to
               paragraph 3(c) if (1) such shares were transferred by the
               Beneficial Owner thereof without compliance by such
               Beneficial Owner or its transferee Broker-Dealer (or other
               transferee Person, if permitted by the Corporation) with the
               provisions of paragraph 6 or (2) such Broker-Dealer has
               informed the Auction Agent pursuant to the terms of its
               Broker-Dealer Agreement that, according to such Broker-
               Dealer's records, such Broker-Dealer believes it is not the
               Existing Holder of such shares.

               (iii) A Bid by a Potential Holder of Series C Preferred
          Shares subject to an Auction on any Auction Date shall constitute
          an irrevocable offer to purchase:

                    (A) the number of Outstanding Series C Preferred Shares
               specified in such Bid if the Applicable Rate determined on
               such Auction Date shall be higher than the rate specified
               therein; or

                    (B) such number or a lesser number of Outstanding
               Series C Preferred Shares as set forth in paragraph 5(a)(v)
               if the Applicable Rate determined on such Auction Date shall
               be equal to the rate specified therein.

         (c) No Order for any number of Series C Preferred Shares other
than whole shares shall be valid.

         3. Submission of Orders by Broker-Dealers to Auction Agent.

         (a) Each Broker-Dealer shall submit in writing to the Auction
Agent prior to the Submission Deadline on each Auction Date all Orders for
Series C Preferred Shares subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless otherwise
permitted by the Corporation) as an Existing Holder in respect of shares
subject to Orders submitted or deemed submitted to it by Beneficial Owners
and as a Potential Holder in respect of shares subject to Orders submitted
to it by potential Beneficial Owners, and shall specify with respect to
each Order for such shares:

          (i) the name of the Bidder placing such Order (which shall be the
     Broker-Dealer unless otherwise permitted by the Corporation);

          (ii)the aggregate number of Series C Preferred Shares that are
     the subject of such Order;

          (iii) to the extent that such Bidder is an Existing Holder of
     Series C Preferred Shares:

               (A) the number of Series C Preferred Shares, if any, subject
          to any Hold Order of such Existing Holder;

               (B) the number of Series C Preferred Shares, if any, subject
          to any Bid of such Existing Holder and the rate specified in such
          Bid; and

               (C) the number of Series C Preferred Shares, if any, subject
          to any Sell Order of such Existing Holder; and

          (iv) to the extent such Bidder is a Potential Holder of Series C
     Preferred Shares, the rate and number of Series C Preferred Shares
     specified in such Potential Holder's Bid.

         (b) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round
such rate up to the next highest one thousandth (.001) of 1%.

         (c) If an Order or Orders covering all of the Outstanding Series C
Preferred Shares held by any Existing Holder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall
deem a Hold Order to have been submitted by or on behalf of such Existing
Holder covering the number of Outstanding Series C Preferred Shares held by
such Existing Holder and not subject to Orders submitted to the Auction
Agent; provided, however, that if an Order or Orders covering all of the
Outstanding Series C Preferred Shares held by any Existing Holder is not
submitted to the Auction Agent prior to the Submission Deadline for an
Auction relating to a Special Dividend Period consisting of more than 28
Dividend Period days, the Auction Agent shall deem a Sell Order to have
been submitted by or on behalf of such Existing Holder covering the number
of Outstanding Series C Preferred Shares held by such Existing Holder and
not subject to Orders submitted to the Auction Agent.

         (d) If one or more Orders of an Existing Holder is submitted to
the Auction Agent covering in the aggregate more than the number of
Outstanding Series C Preferred Shares subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the following
order of priority:

               (i) all Hold Orders shall be considered valid, but only up
          to and including in the aggregate the number of Outstanding
          Series C Preferred Shares held by such Existing Holder, and if
          the number of shares subject to such Hold Orders exceeds the
          number of Outstanding Series C Preferred Shares held by such
          Existing Holder, the number of shares subject to each such Hold
          Order shall be reduced pro rata to cover the number of
          Outstanding Series C Preferred Shares held by such Existing
          Holder;

               (ii)(A) any Bid for Series C Preferred Shares shall be
          considered valid up to and including the excess of the number of
          Outstanding Series C Preferred Shares held by such Existing
          Holder over the number of Series C Preferred Shares subject to
          any Hold Orders referred to in clause (d)(i) above;

                    (B) subject to subclause (d)(ii)(A), if more than one
               Bid of an Existing Holder for Series C Preferred Shares is
               submitted to the Auction Agent with the same rate and the
               number of Outstanding Series C Preferred Shares subject to
               such Bids is greater than such excess, such Bids shall be
               considered valid up to and including the amount of such
               excess, and the number of Series C Preferred Shares subject
               to each Bid with the same rate shall be reduced pro rata to
               cover the number of shares equal to such excess;

                    (C) subject to subclauses (d)(ii)(A) and (B), if more
               than one Bid of an Existing Holder for Series C Preferred
               Shares is submitted to the Auction Agent with different
               rates, such Bids shall be considered valid in the ascending
               order of their respective rates up to and including the
               amount of such excess; and

                    (D) in any such event, the number, if any, of such
               Outstanding Series C Preferred Shares subject to any portion
               of Bids considered not valid in whole or in part under this
               paragraph 3(d)(ii) shall be treated as the subject of a Bid
               by or on behalf of a Potential Holder at the rate therein
               specified; and

               (iii) all Sell Orders for Series C Preferred Shares shall be
          considered valid up to and including the excess of the number of
          Outstanding Series C Preferred Shares held by such Existing
          Holder over the sum of Series C Preferred Shares subject to valid
          Hold Orders referred to in paragraph 3(d)(i) above and valid Bids
          referred to in paragraph 3(d)(ii) above.

         (e) If more than one Bid Series C Preferred Shares is submitted to
the Auction Agent by or on behalf of any Potential Holder, each such Bid
submitted shall be a separate Bid with the rate and number of shares
therein specified.

         (f) Any Order submitted by a Beneficial Owner or a potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.

         4. Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.

         (a) Not earlier than the Submission Deadline on each Auction Date
for Series C Preferred Shares, the Auction Agent shall assemble all valid
Orders submitted or deemed submitted to it by the Broker-Dealers (each such
Order as submitted or deemed submitted by a Broker-Dealer being hereinafter
referred to individually as a "Submitted Hold Order," a "Submitted Bid" or
a "Submitted Sell Order," as the case may be, or as a "Submitted Order" and
collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted
Sell Orders," as the case may be, or as "Submitted Orders") and shall
determine:

               (i) the excess of the number of Outstanding Series C
          Preferred Shares over the number of Outstanding Series C
          Preferred Shares subject to Submitted Hold Orders (such excess
          being hereinafter referred to as the "Available Preferred
          Shares");

               (ii)from the Submitted Orders for Series C Preferred Shares
          whether:

                    (A) the number of Outstanding Series C Preferred Shares
               subject to Submitted Bids of Potential Holders specifying
               one or more rates equal to or lower than the Maximum Rate;
               exceeds or is equal to the sum of

                    (B) the number of Outstanding Series C Preferred Shares
               subject to Submitted Bids of Existing Holders specifying one
               or more rates higher than the Maximum Rate; and

                    (C) the number of Outstanding Series C Preferred Shares
               subject to Submitted Sell Orders (in the event such excess
               or such equality exists (other than because the number of
               Series C Preferred Shares in clauses (a)(ii)(A) and (B)
               above is zero because all of the Outstanding Series C
               Preferred Shares are subject to Submitted Hold Orders), such
               Submitted Bids in clauses (a)(ii)(A) and (B) above being
               hereinafter referred to collectively as "Sufficient Clearing
               Bids"); and

               (iii) if Sufficient Clearing Bids exist, the Winning Bid
          Rate.

         (b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph 4(a), the Auction Agent shall advise the Corporation
of the Maximum Rate for Series C Preferred Shares for which an Auction is
being held on the Auction Date and, based on such determination, the
Applicable Rate for the next succeeding Dividend Period thereof as follows:

               (i) if Sufficient Clearing Bids exist, that the Applicable
          Rate for the next succeeding Dividend Period thereof shall be
          equal to the Winning Bid Rate so determined;

               (ii) if Sufficient Clearing Bids do not exist (other than
          because all of the Outstanding shares of such series are subject
          to Submitted Hold Orders), that the Applicable Rate for the next
          succeeding Dividend Period thereof shall be equal to the Maximum
          Rate; or

               (iii) if all of the Outstanding Series C Preferred Shares
          are subject to Submitted Hold Orders, that the Applicable Rate
          for the next succeeding Dividend Period thereof shall be the All
          Hold Rate.

         5. Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocation.

         Existing Holders shall continue to hold the Series C Preferred
Shares that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph 4(a), the Submitted Bids and
Submitted Sell Orders shall be accepted or rejected by the Auction Agent
and the Auction Agent shall take such other action as set forth below:

         (a) If Sufficient Clearing Bids for Series C Preferred Shares have
been made, all Submitted Sell Orders shall be accepted and, subject to the
provisions of paragraphs 5(d) and 5(e), Submitted Bids shall be accepted or
rejected as follows in the following order of priority and all other
Submitted Bids shall be rejected:

               (i) Existing Holders' Submitted Bids for Series C Preferred
          Shares specifying any rate that is higher than the Winning Bid
          Rate shall be accepted, thus requiring each such Existing Holder
          to sell the Series C Preferred Shares subject to such Submitted
          Bids;

               (ii) Existing Holders' Submitted Bids for Series C
         Preferred Shares specifying any rate that is lower than the
         Winning Bid Rate shall be rejected, thus entitling each such
         Existing Holder to continue to hold the Series C Preferred Shares
         subject to such Submitted Bids;

               (iii) Potential Holders' Submitted Bids for Series C
          Preferred Shares specifying any rate that is lower than the
          Winning Bid Rate shall be accepted;

               (iv) each Existing Holder's Submitted Bid for Series C
          Preferred Shares specifying a rate that is equal to the Winning
          Bid Rate shall be rejected, thus entitling such Existing Holder
          to continue to hold the Series C Preferred Shares subject to such
          Submitted Bid, unless the number of Outstanding Series C
          Preferred Shares subject to all such Submitted Bids shall be
          greater than the number of Series C Preferred Shares ("remaining
          shares") in the excess of the Available Preferred Shares over the
          number of Series C Preferred Shares subject to Submitted Bids
          described in paragraphs 5(a)(ii) and 5(a)(iii), in which event
          such Submitted Bid of such Existing Holder shall be rejected in
          part, and such Existing Holder shall be entitled to continue to
          hold Series C Preferred Shares subject to such Submitted Bid, but
          only in an amount equal to the Series C Preferred Shares obtained
          by multiplying the number of remaining shares by a fraction, the
          numerator of which shall be the number of Outstanding Series C
          Preferred Shares held by such Existing Holder subject to such
          Submitted Bid and the denominator of which shall be the aggregate
          number of Outstanding Series C Preferred Shares subject to such
          Submitted Bids made by all such Existing Holders that specified a
          rate equal to the Winning Bid Rate; and

               (v) each Potential Holder's Submitted Bid for Series C
          Preferred Shares specifying a rate that is equal to the Winning
          Bid Rate shall be accepted but only in an amount equal to the
          number of shares obtained by multiplying the number of Series C
          Preferred Shares in the excess of the Available Preferred Shares
          over the number of Series C Preferred Shares subject to Submitted
          Bids described in paragraph 5(a)(ii) through (iv) by a fraction,
          the numerator of which shall be the number of Outstanding Series
          C Preferred Shares subject to such Submitted Bid and the
          denominator of which shall be the aggregate number of Outstanding
          Series C Preferred Shares subject to such Submitted Bids made by
          all such Potential Holders that specified a rate equal to the
          Winning Bid Rate.

         (b) If Sufficient Clearing Bids for Series C Preferred Shares have
not been made (other than because all of the Outstanding shares are subject
to Submitted Hold Orders), subject to the provisions of paragraph 5(d),
Submitted Orders shall be accepted or rejected as follows in the following
order of priority and all other Submitted Bids for Series C Preferred
Shares shall be rejected:

               (i) Existing Holders' Submitted Bids for Series C Preferred
          Shares specifying any rate that is equal to or lower than the
          Maximum Rate shall be rejected, thus entitling such Existing
          Holders to continue to hold the Series C Preferred Shares subject
          to such Submitted Bids;

               (ii) Potential Holders' Submitted Bids for Series C
          Preferred Shares specifying any rate that is equal to or lower
          than the Maximum Rate shall be accepted; and

               (iii) Each Existing Holder's Submitted Bid for Series C
          Preferred Shares specifying any rate that is higher than the
          Maximum Rate and the Submitted Sell Orders of each Existing
          Holder shall be accepted, thus entitling each Existing Holder
          that submitted or on whose behalf was submitted any such
          Submitted Bid or Submitted Sell Order to sell Series C Preferred
          Shares subject to such Submitted Bid or Submitted Sell Order, but
          in both cases only in an amount equal to the number of Series C
          Preferred Shares obtained by multiplying the number of Series C
          Preferred Shares subject to Submitted Bids described in paragraph
          5(b)(ii) by a fraction, the numerator of which shall be the
          number of Outstanding Series C Preferred Shares held by such
          Existing Holder subject to such Submitted Bid or Submitted Sell
          Order and the denominator of which shall be the aggregate number
          of Outstanding Series C Preferred Shares subject to all such
          Submitted Bids and Submitted Sell Orders.

         (c) If all of the Outstanding Series C Preferred Shares are
subject to Submitted Hold Orders, all Submitted Bids for such shares shall
be rejected.

         (d) If, as a result of the procedures described in paragraph
5(a)(iv) or (v) or paragraph 5(b)(iii), any Existing Holder would be
entitled or required to sell, or any Potential Holder would be entitled or
required to purchase, a fraction of a Series C Preferred Share on any
Auction Date, the Auction Agent shall, in such manner as it shall determine
in its sole discretion, round up or down the number of Series C Preferred
Shares to be purchased or sold by any Existing Holder or Potential Holder
on such Auction Date as a result of such procedures so that the number of
shares so purchased or sold by each Existing Holder or Potential Holder
on such Auction Date shall be whole shares.

         (e) If, as a result of the procedures described in paragraph
5(a)(v) any Potential Holder would be entitled or required to purchase less
than a whole Series C Preferred Share on any Auction Date, the Auction
Agent shall, in such manner as it shall determine in its sole discretion,
allocate Series C Preferred Shares for purchase among Potential Holders so
that only whole shares are purchased on such Auction Date as a result of
such procedures by any Potential Holder, even if such allocation results in
one or more Potential Holders not purchasing Series C Preferred Shares on
such Auction Date.

         (f) Based on the results of each Auction for Series C Preferred
Shares, the Auction Agent shall determine the aggregate number of such
shares to be purchased and the aggregate number of such shares to be sold
by Potential Holders and Existing Holders and, with respect to each
Potential Holder and Existing Holder, to the extent that such aggregate
number of shares to be purchased and such aggregate number of shares to be
sold differ, determine to which other Potential Holder(s) or Existing
Holder(s) they shall deliver, or from which other Potential Holder(s) or
Existing Holder(s) they shall receive, as the case may be, Series C
Preferred Shares. Notwithstanding any provision of the Auction Procedures
to the contrary, in the event an Existing Holder or Beneficial Owner of
Series C Preferred Shares with respect to whom a Broker-Dealer submitted a
Bid to the Auction Agent for such shares that was accepted in whole or in
part, or submitted or is deemed to have submitted a Sell Order for such
shares that was accepted in whole or in part, fails to instruct its Agent
Member to deliver such shares against payment therefor, partial deliveries
of Series C Preferred Shares that have been made in respect of Potential
Holders' or Potential Beneficial Owners' Submitted Bids for Series C
Preferred Shares that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and Potential Beneficial
Owners.

         (g) Neither the Corporation nor the Auction Agent nor any
affiliate of either shall have any responsibility or liability with respect
to the failure of an Existing Holder, a Potential Holder, a Beneficial
Owner, a Potential Beneficial Owner or its respective Agent Member to
deliver Series C Preferred Shares or to pay for Series C Preferred Shares
sold or purchased pursuant to the Auction Procedures or otherwise.

         6. Transfer of Series C Preferred Shares.

         Unless otherwise permitted by the Corporation, a Beneficial Owner
or an Existing Holder may sell, transfer or otherwise dispose of Series C
Preferred Shares only in whole shares and only pursuant to a Bid or Sell
Order placed with the Auction Agent in accordance with the procedures
described in this Article II or to a Broker-Dealer; provided, however, that
(a) a sale, transfer or other disposition of Series C Preferred Shares from
a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer as the Holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer
or other disposition for purposes of this paragraph 6 if such Broker-Dealer
remains the Existing Holder of the shares so sold, transferred or disposed
of immediately after such sale, transfer or disposition and (b) in the case
of all transfers other than pursuant to Auctions, the Broker-Dealer (or
other Person, if permitted by the Corporation) to whom such transfer is
made shall advise the Auction Agent of such transfer.


                                ARTICLE III

            ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES
                               SUPPLEMENTARY

         The calculation of Adjusted Value, Series C Preferred Basic
Maintenance Amount and the elements of each of them and the definitions of
such terms and elements may be modified by action of the Board of Directors
without further action by the stockholders if the Board of Directors
determines that such modification is necessary to prevent a reduction in
rating of the shares of Preferred Stock by the rating agencies rating such
shares at the request of the Corporation or is in the best interests of the
holders of Common Shares and is not adverse to the Holders of Preferred
Stock in view of advice to the Corporation by the relevant rating agencies
that such modification would not adversely affect the then-current rating
of the Series C Preferred Shares. To the extent the Corporation is unable
to obtain an opinion of counsel to the effect that operation of the
foregoing sentence is enforceable in the circumstances then obtaining, the
calculation of Adjusted Value, Series C Preferred Basic Maintenance Amount
and the elements of each of them and the definitions of such terms and the
elements thereof shall be adjusted from time to time without further action
by the Board of Directors and the stockholders only to reflect changes made
thereto independently by a rating agency then rating Preferred Stock at the
request of the Corporation if such rating agency has advised the
Corporation in writing separately (a) of such adjustments and (b) that the
revised calculation definition would not cause such rating agency to reduce
or withdraw its then-current rating of the shares of Preferred Stock or any
other rating agency then rating Preferred Stock at the request of the
Corporation to reduce or withdraw its then- current rating. The adjustments
contemplated by the preceding sentence shall be made effective upon the
time the Corporation receives the notice from such rating agency to the
effect specified in clause (b) of the preceding sentence. Any such
modification may be rescinded or further modified by action of the Board of
Directors and stockholders.

         In addition, subject to compliance with applicable law, the Board
of Directors may amend the definition of Maximum Rate to increase the
percentage amount by which the Reference Rate is multiplied to determine
the Maximum Rate shown therein without the vote or consent of the Holders
of shares of Preferred Stock, including the Series C Preferred Shares, or
any other stockholder of the Corporation, after consultation with the
Broker-Dealers, and with confirmation from each Rating Agency that
immediately following any such increase the Corporation would meet the
Series C Preferred Basic Maintenance Amount Test.

         Notwithstanding the provisions of the preceding paragraph, to the
extent permitted by law, the Board of Directors, without the vote of the
Holders of the Series C Preferred Shares 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 materially adversely affect any of the
contract rights of holders of shares of the Series C Preferred Shares or
any other capital stock of the Corporation or adversely affect the then
current rating on the Series C Preferred Shares by any Rating Agency.
<PAGE>


         IN WITNESS WHEREOF, THE GABELLI EQUITY TRUST INC. has
caused these presents to be signed in its name and on its behalf by a duly
authorized officer, and its corporate seal to be hereunto affixed and
attested 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
approval are true in all material respects, all on June [_], 2002.

                                          THE GABELLI EQUITY TRUST INC.



                                          By
                                            ------------------------------------
                                            Name:  Bruce N. Alpert
                                            Title: Vice President and Treasurer


Attest:


---------------------
Name:  James E. McKee
Title: Secretary






<PAGE>



</TEXT>
</DOCUMENT>
