<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>s473948_3.txt
<DESCRIPTION>EX 99(A)(IV)-ARTICLES SUPPLEMENTARY-SERIES D
<TEXT>
                                                             Exhibit 99(a)(iv)


                         THE GABELLI EQUITY TRUST INC.


                            ARTICLES SUPPLEMENTARY
                       CREATING AND FIXING THE RIGHTS OF
                   [__]% SERIES D CUMULATIVE PREFERRED STOCK


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

         FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on May 14, 2003, pursuant to authority expressly vested in
it by Article V of the Charter of the Corporation, adopted resolutions
reclassifying 2,000,000 shares of authorized but unissued common stock as
preferred stock of the Fund, par value $.001 per share, and authorizing the
issuance and designation of up to 6,006,000 shares of preferred stock as
"[__]% Series D Cumulative Preferred Stock" at such times as the Pricing
Committee should determine.

         SECOND: The Pricing Committee, at a meeting duly convened and held on
[__], 2003, pursuant to authority granted it by the Board of Directors of the
Corporation at its May 14, 2003 meeting, approved the issuance by the
Corporation of [__] shares of [__]% Series D Cumulative Preferred Stock.

         THIRD: The preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the [__]% Series D Cumulative Preferred Stock, par value $.001
per share, as set by the Board of Directors are as follows:


                                   ARTICLE I

                                  DEFINITIONS

         Unless the context or use indicates another or different meaning or
intent, each of the following terms when used in these Articles Supplementary
shall have the meaning ascribed to it below, whether such term is used in the
singular or plural and regardless of tense:

         "Accountant's Confirmation" means a letter from an Independent
Accountant delivered to Moody's with respect to certain Basic Maintenance
Reports substantially to the effect that:

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

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

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

         (d)   with respect to the Moody's and S&P 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 a Pricing Service or such other services as Moody's
               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 Moody's Eligible Assets has
               been compared to the definition of Moody's Eligible Assets
               contained in these Articles Supplementary, and the description
               as appearing in the Reports agrees with the definition of
               Moody'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 has it 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;
and (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.

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

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

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

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

         (c)   each asset that is not a Moody's 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, a New York
limited liability company, and will include, as appropriate, any
sub-administrator appointed by the Administrator.

         "ADRs" means U.S. dollar-denominated American Depository Receipts.

         "Adviser" means Gabelli Funds, LLC, a New York limited liability
company, or such other person as shall be serving as the investment adviser of
the Corporation.

         "Annual Valuation Date" means the Valuation Date each calendar year
so designated by the Corporation, commencing in the calendar year 2003.

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

         "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 by the Liquidation Preference per share; (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 Dividend Payment Date to which dividends
have been paid or duly provided for (or, in the event the 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) 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; (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 (or specifically excluded by) 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 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 or the Dividend-Disbursing 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. Basic Maintenance Amount shall, for purposes of these Articles
Supplementary, have a correlative meaning with respect to any other class or
series of Preferred Stock.

         "Basic Maintenance Amount Cure Date" means, with respect to the
Series D Preferred Stock, 10 Business Days following a Valuation Date, such
date being the last day upon which the Corporation's failure to comply with
paragraph 5(a)(ii)(A) of Article II hereof could be cured, and for the
purposes of these Articles Supplementary shall have a correlative meaning with
respect to any other class or series of Preferred Stock.

         "Basic Maintenance Report" or "Report" means, with respect to the
Series D Preferred Stock, a report prepared by the Administrator which sets
forth, as of the related Valuation Date, Moody's Eligible Assets sufficient to
meet or exceed the Basic Maintenance Amount, the Market Value and Discounted
Value thereof (seriatim and in the aggregate), and the Basic Maintenance
Amount, and for the purposes of these Articles Supplementary shall have a
correlative meaning with respect to any other class or series of Preferred
Stock.

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

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

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

         "Common Stock" means the Common Stock, par value $.001 per share, of
the Corporation.

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

         "Cure Date" shall have the meaning set forth in paragraph 3(a)(i) of
Article II hereof.

         "Date of Original Issue" means [__], 2003, and for the purposes of
these Articles Supplementary shall mean with respect to any other class or
series of Preferred Stock the date upon which shares of such class or series
are first issued.

         "Deposit Assets" means cash, Short-Term Money Market Instruments and
U.S. Government Obligations. Except for determining whether the Corporation
has Moody's Eligible Assets with an Adjusted Value equal to or greater than
the Basic Maintenance Amount, each Deposit Asset shall be deemed to have a
value equal to its principal or face amount payable at maturity plus any
interest payable thereon after delivery of such Deposit Asset but only if
payable on or prior to the applicable payment date in advance of which the
relevant deposit is made.

         "Discounted Value" means, as applicable, (a) the quotient of the
Market Value of an Eligible Asset divided by the applicable Discount Factor or
(b) such other formula for determining the discounted value of an Eligible
Asset as may be established by an applicable rating agency, provided, in
either case that with respect to an Eligible Asset that is currently callable,
Discounted Value will be equal to the applicable quotient or product 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
applicable quotient or product as calculated above or the par value, whichever
is lower

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

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

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

         "Independent Accountant" 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
Securities Act of 1933, as amended.

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

         "Market Value" means the amount determined by the Corporation with
respect to Moody's 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 Moody's Eligible Assets of the Corporation in the
manner set forth below:

         (a)   as to any common or preferred stock which is a Moody's 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 to the Administrator by two recognized
               securities dealers with minimum capitalizations of $25,000,000
               (or otherwise approved for such purpose by Moody's) or by one
               such securities dealer and any other source (provided that the
               utilization of such source would not adversely affect Moody's
               then-current rating of the Series D Preferred Stock), 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
               Moody's 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 repurchase agreements) and
               commercial paper with a maturity of 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
               securities dealers having a minimum capitalization of
               $25,000,000 (or otherwise approved for such purpose by Moody's)
               or by one such dealer and any other source (provided that the
               utilization of such source would not adversely affect Moody's
               then-current rating of the Series D Preferred Stock) 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 Moody's Eligible Asset will have a Market
               Value of zero;

         (c)   as to cash, demand deposits, federal funds, bankers'
               acceptances and next Business Day 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; and

         (e)   as to any other evidence of indebtedness which is a Moody's
               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) or by one such dealer and any other source
               (provided that the utilization of such source would not
               adversely affect Moody's then-current rating of the Series D
               Preferred Stock) 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, plus (ii)
               accrued interest on such indebtedness.

         "Moody's" means Moody's Investors Service, Inc., or its successors at
law. In the event that Moody's is no longer rating the Series D Preferred
Stock at the request of the Corporation, "Moody's" shall be deemed to refer to
any other nationally recognized securities rating agency designated by the
Corporation.

         "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 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 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
                                                                       underlying assets
U.S. Common Stocks and Common Stocks of foreign issuers for which
ADR's are traded
                           Utility...............................                   1.70
                           Industrial............................                   2.64
                           Financial.............................                   2.41
                           Transportation........................                   3.40
Common Stocks of foreign issuers (in existence for at least five
years) for which no ADR's are traded.............................                   4.00
Convertible Preferred Stocks.....................................                   3.00
Preferred stocks:
     Auction rate preferred stocks
           Cumulative............................................                   3.50
           Non-Cumulative........................................                   3.60
     Other preferred stocks issued by issuers in the financial and
     industrial industries
           Cumulative............................................                   1.97
           Non-Cumulative........................................                   2.07
     Other preferred stocks issued by issuers in the utilities
     industry
           Cumulative............................................                   1.55
           Non-Cumulative........................................                   1.65
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
     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 Debt:
   Non-convertible corporate debt rated at least Aaa1 with remaining
   terms to maturity of:
     1 year or less..............................................                   1.09
     2 years or less.............................................                   1.15
     3 years or less.............................................                   1.20
     4 years or less.............................................                   1.26
     5 years or less.............................................                   1.32
     7 years or less.............................................                   1.39
     10 years or less............................................                   1.45
     15 years or less............................................                   1.50
     20 years or less............................................                   1.50
     30 years or less............................................                   1.50
   Non-convertible corporate debt rated at least Aa3 with remaining
   terms to maturity of:
     1 year or less..............................................                   1.12
     2 years of less.............................................                   1.18
     3 years or less.............................................                   1.23
     4 years or less.............................................                   1.29
      years or less..............................................                   1.35
     7 years or less.............................................                   1.43
     10 years or less............................................                   1.50
     15 years or less............................................                   1.55
     20 years or less............................................                   1.55
     30 years or less............................................                   1.55
   Non-convertible corporate debt rated at least A3 with remaining
   terms to maturity of:
     1 year or less..............................................                   1.15
     2 years or less.............................................                   1.22
     3 years or less.............................................                   1.27
     4 years or less.............................................                   1.33
     5 years or less.............................................                   1.39
     7 years or less.............................................                   1.47
     10 years or less............................................                   1.55
     15 years or less............................................                   1.60
     20 years or less............................................                   1.60
     30 years or less............................................                   1.60
   Non-convertible corporate debt rated at least Baa3 with remaining
   terms of maturity of:
     1 year or less..............................................                   1.18
     2 years or less.............................................                   1.25
     3 years or less.............................................                   1.31
     4 years or less.............................................                   1.38
     5 years or less.............................................                   1.44
     7 years or less.............................................                   1.52
     10 years or less............................................                   1.60
     15 years or less............................................                   1.65
     20 years or less............................................                   1.65
     30 years or less............................................                   1.65
   Non-convertible corporate debt rated at least Ba3 with remaining
   terms of maturity of:
     1 year or less..............................................                   1.37
     2 years or less.............................................                   1.46
     3 years or less.............................................                   1.53
     4 years or less.............................................                   1.61
     5 years or less.............................................                   1.68
     7 years or less.............................................                   1.79
     10 years or less............................................                   1.89
     15 years or less............................................                   1.96
     20 years or less............................................                   1.96
     30 years or less............................................                   1.96
   Non-convertible corporate debt rated at least B1 and B2 with
   remaining terms of maturity of:
     1 year or less..............................................                   1.50
     2 years or less.............................................                   1.60
     3 years or less.............................................                   1.68
     4 years or less.............................................                   1.76
     5 years or less.............................................                   1.85
     7 years or less.............................................                   1.97
     10 years or less............................................                   2.08
     15 years or less............................................                   2.16
     20 years or less............................................                   2.28
     30 years or less............................................                   2.29
   Convertible corporate debt securities rated at least Aa3 issued
   by the following type of issuers:
     Utility.....................................................                   1.67
     Industrial..................................................                   2.61
     Financial...................................................                   2.38
     Transportation..............................................                   2.65
   Convertible corporate debt securities rated at least A3 issued by
   the following type of issuers:
     Utility.....................................................                   1.72
     Industrial..................................................                   2.66
     Financial...................................................                   2.43
     Transportation..............................................                   2.75
   Convertible corporate debt securities rated at least Baa3 issued
   by the following type of issuers:
     Utility.....................................................                   1.88
     Industrial..................................................                   2.82
     Financial...................................................                   2.59
     Transportation..............................................                   2.85
   Convertible corporate debt securities rated at least Ba3 issued
   by the following type of issuers:
     Utility.....................................................                   1.95
     Industrial..................................................                   2.90
     Financial...................................................                   2.65
     Transportation..............................................                   2.90
   Convertible corporate debt securities rated at least B2 issued by
   the following type of issuers:
     Utility.....................................................                   1.98
     Industrial..................................................                   2.93
     Financial...................................................                   2.70
     Transportation..............................................                   2.95
</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, AAA by
               Fitch 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 Corporation'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 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) 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)   ADR securities, based on the following guidelines: (i)
               Sponsored ADR program or (ii) Level II or Level III ADRs.
               Private placement Rule 144A ADRs are not eligible for
               collateral consideration. Global GDR programs will be evaluated
               on a case by case basis;

         (g)   U.S. Government Obligations;

         (h)   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 Corporation'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

         (i)   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 paragraph appearing
after clause (j) below; and

         (j)   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 "Basic Maintenance Amount" may be
               includible in Moody's Eligible Assets.

         Notwithstanding anything to the contrary in the preceding clauses
(a)-(j), 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(5)                             6%                      4%

Ba                                        4%                      4%

B1/B2                                     3%                      3%

B3 or below                               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(5)                            20%                     50%                     7%(7)

Ba                                       12%                     12%                     0%

B1/B2                                     8%                      8%                     0%

B3 or below                               5%                      5%                     0%

</TABLE>

---------------------

    (1)   Unless conclusions regarding liquidity risk as well a estimates of
          both the probability and severity of default for the Corporation's
          assets can be derived from other sources, securities rated below B
          by Moody's and unrated securities, which are securities rated by
          neither Moody's, S&P nor Fitch, are limited to 10% of Moody's
          Eligible Assets. If a corporate, municipal or other debt security is
          unrated by Moody's, S&P or Fitch, the Corporation will use the
          percentage set forth under "B3 or below" in this table. Ratings
          assigned by S&P or Fitch are generally accepted by Moody's at face
          value. However, adjustments to face value may be made to particular
          categories of credits for which the S&P and/or Fitch rating does not
          seem to approximate a Moody's rating equivalent.

    (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 Classifications" means for the purposes of
determining Moody's Eligible Assets, each of the following industry
classifications (or such other classifications as Moody's may from time to
time approve for application to the Series D Preferred Stock).

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

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

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

         4.    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.

         5.    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.

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

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

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

         9.    Diversified/Conglomerate Manufacturing.

         10.   Diversified/Conglomerate Service.

         11.   Diversified Natural Resources, Precious Metals and Minerals:
               Fabricating, Distribution.

         12.   Ecological: Pollution Control, Waste Removal, Waste Treatment
               and Waste Disposal.

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

         14.   Finance: Investment Brokerage, Leasing, Syndication,
               Securities.

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

         16.   Grocery: Grocery Stores, Convenience Food Stores.

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

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

         19.   Hotels, Motels, Inns and Gaming.

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

         21.   Leisure, Amusement, Motion Pictures, Entertainment: Boating,
               Bowling, Billiards, Musical Instruments, Fishing, Photo
               Equipment, Records, Tapes, Sports, Outdoor Equipment (Camping),
               Tourism, Resorts, Games, Toy Manufacturing, Motion Picture
               Production Theaters, Motion Picture Distribution.

         22.   Machinery (Non-Agricultural, Non-Construction, Non-Electronic):
               Industrial, Machine Tools, Steam Generators.

         23.   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 of the
               foregoing.

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

         25.   Printing, Publishing, and Broadcasting: Graphic Arts, Paper,
               Paper Products, Business Forms, Magazines, Books, Periodicals,
               Newspapers, Textbooks, Radio, T.V., Cable Broadcasting
               Equipment.

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

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

         28.   Telecommunications: Local, Long Distance, Independent,
               Telephone, Telegraph, Satellite, Equipment, Research, Cellular.

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

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

         31.   Utilities: Electric, Water, Hydro Power, Gas.

         32.   Diversified Sovereigns: Semi-sovereigns, Canadian Provinces,
               Supra-national Agencies.

         The Corporation will use SIC codes in determining which industry
classification is applicable to a particular investment in consultation with
the Independent Accountant and Moody's, to the extent the Corporation
considers necessary.

         "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.

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

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

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

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

         (c)   in the case of auction rate Preferred Stock, 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 shares of Preferred Stock as to which any subsidiary of the Corporation is
the holder will be disregarded and deemed not Outstanding, and (ii) in
connection with any auction of shares of auction rate Preferred Stock as to
which the Corporation or any Person known to the auction agent to be a
subsidiary of the Corporation is the holder will be disregarded and not deemed
Outstanding.

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

         "Preferred Stock" means the preferred stock, par value $.001 per
share, of the Corporation, and includes the Series D Preferred Stock.

         "Pricing Service" means any of the following: Bloomberg Financial
Service, Bridge Information Services, Data Resources Inc., FT Interactive,
International Securities Market Association, Merrill Lynch Securities Pricing
Service, Muller Data Corp., Reuters, S&P/J.J. Kenny, Telerate, Trepp Pricing
and Wood Gundy.

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

         "S&P" means Standard & Poor's Ratings Services, or its successors at
law.

         "Series D Preferred Stock" means the [__]% Series D Cumulative
Preferred Stock, par value $.001 per share, of the Corporation.

         "Series D Asset Coverage Cure Date" means, with respect to the
failure by the Corporation to maintain Asset Coverage (as required by
paragraph 5(a)(i) of Article II hereof) as of the last Business Day of each
March, June, September and December of each year, 60 days following such
Business Day.

         "Short-Term Money Market Instruments" 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.

         "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 month, or such
other date as the Corporation and Moody's may agree to for purposes of
determining the Basic Maintenance Amount.

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


                                  ARTICLE II

                           SERIES D PREFERRED STOCK

         1. Number of Shares; Ranking.

         (a) The initial number of authorized shares constituting the Series D
Preferred Stock to be issued is [__]. No fractional shares of Series D
Preferred Stock shall be issued.

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

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

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

         2. Dividends.

         (a) Holders of shares of Series D Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors, out of funds
legally available therefor, cumulative cash dividends at the rate of [__]% per
annum (computed on the basis of a 360-day year consisting of twelve 30-day
months) of the Liquidation Preference on the Series D Preferred Stock and no
more, payable quarterly on March 26th, June 26th, September 26th and December
26th in each year (each a "Dividend Payment Date") commencing [__] 2003 (or,
if any such day is not a Business Day, then on the next succeeding Business
Day) to holders of record of Series D Preferred Stock as they appear on the
stock register of the Corporation at the close of business on the fifth
preceding Business Day in preference to dividends on shares of Common Stock
and any other capital stock of the Corporation ranking junior to the Series D
Preferred Stock in payment of dividends. Dividends on shares of Series D
Preferred Stock shall accumulate from the date on which such shares are
originally issued. Each period beginning on and including a Dividend Payment
Date (or the Date of Original Issue, in the case of the first dividend period
after issuance of such shares) and ending on but excluding the next succeeding
Dividend Payment Date is referred to herein as a "Dividend Period." Dividends
on account of arrears for any past Dividend Period or in connection with the
redemption of Series D Preferred Stock may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
date not exceeding 30 days preceding the payment date thereof as shall be
fixed by the Board of Directors.

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

         (ii) For so long as shares of Series D Preferred Stock are
Outstanding, the Corporation shall not pay any dividend or other distribution
(other than a dividend or distribution paid in shares of, or options, warrants
or rights to subscribe for or purchase, Common Stock or other stock, if any,
ranking junior to the Series D Preferred Stock as to payment of dividends and
the distribution of assets upon liquidation) in respect of the Common Stock or
any other stock of the Corporation ranking junior to the Series D Preferred
Stock as to payment of dividends and the distribution of assets upon
liquidation, or call for redemption, redeem, purchase or otherwise acquire for
consideration any shares of Common Stock or any other stock of the Corporation
ranking junior to the Series D Preferred Stock as to payment of dividends and
upon liquidation (except by conversion into or exchange for stock of the
Corporation ranking junior to the Series D Preferred Stock as to payment of
dividends and the distribution of assets upon liquidation), unless, in each
case, (A) immediately thereafter, the aggregate Adjusted Value of the
Corporation's Moody's Eligible Assets shall equal or exceed the Basic
Maintenance Amount and the Corporation shall have Asset Coverage, (B) all
cumulative dividends on all shares of Series D Preferred Stock due on or prior
to the date of the transaction have been declared and paid (or shall have been
declared and sufficient funds for the payment thereof deposited with the
applicable Dividend-Disbursing Agent) and (C) the Corporation has redeemed the
full number of shares of Series D Preferred Stock to be redeemed mandatorily
pursuant to any provision contained herein for mandatory redemption.

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

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

         3. Liquidation Rights.

         (a) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
shares of Series D Preferred Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to stockholders, after
satisfying claims of creditors but before any distribution or payment shall be
made in respect of the Common Stock or any other stock of the Corporation
ranking junior to the Series D Preferred Stock as to liquidation payments, a
liquidation distribution in the amount of $25.00 per share (the "Liquidation
Preference"), plus an amount equal to all unpaid dividends 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 shares of Series D Preferred Stock, and any other Outstanding
shares of a class or series of Preferred Stock of the Corporation ranking on a
parity with the Series D Preferred Stock as to payment upon liquidation, shall
be insufficient to permit the payment in full to such holders of Series D
Preferred Stock 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 shares of Series D Preferred Stock 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 shares of Series D
Preferred Stock, no dividends or distributions will be made to holders of the
Common Stock or any other stock of the Corporation ranking junior to the
Series D Preferred Stock as to liquidation.

         4. Redemption.

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

         (a) Mandatory Redemptions.

         If the Corporation is required to redeem any shares of Preferred
Stock (which may include Series D Preferred Stock) pursuant to paragraphs 6(b)
or 6(c) of Article II hereof, then the Corporation shall, to the extent
permitted by the 1940 Act and Maryland law, by the close of business on such
Series D Asset Coverage Cure Date or Basic Maintenance Amount Cure Date
(herein collectively referred to as a "Cure Date"), as the case may be, fix a
redemption date and proceed to redeem shares as set forth in paragraph 4(c)
hereof. On such redemption date, the Corporation shall redeem, out of funds
legally available therefor, the number of shares of Preferred Stock, which, to
the extent permitted by the 1940 Act and Maryland law, at the option of the
Corporation may include any proportion of Series D Preferred Stock or any
other series of Preferred Stock, equal to the minimum number of shares the
redemption of which, if such redemption had occurred immediately prior to the
opening of business on such Cure Date, would have resulted in the Corporation
having Asset Coverage or an Adjusted Value of its Moody's Eligible Assets
equal to or greater than the Basic Maintenance Amount, as the case may be,
immediately prior to the opening of business on such Cure Date or, if Asset
Coverage or an Adjusted Value of its Eligible Assets equal to or greater than
the Basic Maintenance Amount, as the case may be, cannot be so restored, all
of the Outstanding shares of Series D Preferred Stock, at a price equal to
$25.00 per share plus accumulated but unpaid dividends (whether or not earned
or declared by the Corporation) through the date of redemption (the
"Redemption Price"). In the event that shares of Preferred Stock are redeemed
pursuant to paragraphs 6(b) or 6(c) of Article II hereof, the Corporation may,
but is not required to, redeem a sufficient number of shares of Series D
Preferred Stock pursuant to this paragraph 4(a) which, when aggregated with
other shares of Preferred Stock redeemed by the Corporation, permits the
Corporation to have with respect to the shares of Preferred Stock (including
the Series D Preferred Stock) remaining Outstanding after such redemption (i)
Asset Coverage of as much as 220% and (ii) Moody's Eligible Assets with
Adjusted Value of as great as 110% of the Basic Maintenance Amount. In the
event that all of the shares of Series D Preferred Stock then Outstanding are
required to be redeemed pursuant to paragraph 6 of Article II hereof, the
Corporation shall redeem such shares at the Redemption Price and proceed to do
so as set forth in paragraph 4(c) hereof.

         (b) Optional Redemptions.

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

         (c) Procedures for Redemption.

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

         (ii) If the Corporation shall give a Notice of Redemption, then by
the close of business on the Business Day preceding the redemption date
specified in the Notice of Redemption (so long as any conditions precedent to
such redemption have been met) or, if the Dividend-Disbursing Agent so agrees,
another date not later than the redemption date, the Corporation shall (A)
deposit with the Dividend-Disbursing Agent Deposit Assets that shall mature on
or prior to such redemption date having an initial combined value sufficient
to effect the redemption of the shares of Series D Preferred Stock to be
redeemed and (B) give the Dividend-Disbursing Agent irrevocable instructions
and authority to pay the Redemption Price to the holders of the shares of
Series D Preferred Stock called for redemption on the redemption date. The
Corporation may direct the Dividend-Disbursing Agent with respect to the
investment of any Deposit Assets so deposited provided that the proceeds of
any such investment will be available at the opening of business on such
redemption date. Upon the date of such deposit (unless the Corporation shall
default in making payment of the Redemption Price), all rights of the holders
of the shares of Series D Preferred Stock so called for redemption shall cease
and terminate except the right of the holders thereof to receive the
Redemption Price thereof and such shares shall no longer be deemed Outstanding
for any purpose. The Corporation shall be entitled to receive, promptly after
the date fixed for redemption, any cash in excess of the aggregate Redemption
Price of the shares of Series D Preferred Stock called for redemption on such
date and any remaining Deposit Assets. Any assets so deposited that are
unclaimed at the end of two years from such redemption date shall, to the
extent permitted by law, be repaid to the Corporation, after which the holders
of the shares of Series D Preferred Stock so called for redemption shall look
only to the Corporation for payment of the Redemption Price thereof. The
Corporation shall be entitled to receive, from time to time after the date
fixed for redemption, any interest on the Deposit Assets so deposited.

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

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

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

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

         5. Voting Rights.

         (a) General.

         Except as otherwise provided by law or as specified in the Charter,
each holder of shares of Series D Preferred Stock and any other Preferred
Stock shall be entitled to one vote for each share held on each matter
submitted to a vote of stockholders of the Corporation, and the holders of
Outstanding shares of Preferred Stock, including Series D Preferred Stock, and
of shares of Common Stock shall vote together as a single class; provided,
however, that at any meeting of the stockholders of the Corporation held for
the election of directors, the holders of Outstanding shares of Preferred
Stock, including Series D Preferred Stock, shall be entitled, as a class, to
the exclusion of the holders of all other securities and classes of capital
stock of the Corporation, to elect a number of Corporation's directors, such
that following the election of directors at the meeting of the stockholders,
the Corporation's Board of Directors shall contain two directors elected by
the holders of the Outstanding shares of Preferred Stock, including the Series
D Preferred Stock. Subject to paragraph 5(b) of Article II hereof, the holders
of outstanding shares of capital stock of the Corporation, including the
holders of Outstanding shares of Preferred Stock, including the Series D
Preferred Stock, voting as a single class, shall elect the balance of the
directors.

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

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

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

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

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

         (c) Right to Vote with Respect to Certain Other Matters.

         So long as any shares of Series D Preferred Stock are Outstanding,
the Corporation shall not, without the affirmative vote of the holders of a
majority (as defined in the 1940 Act) 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 with respect to holders of shares of Series
D Preferred Stock 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 effect any of the actions set forth
in the preceding sentence which materially adversely affects the contract
rights expressly set forth in the Charter with respect to 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
Moody's ten Business Days prior to any such vote described above. Unless a
higher percentage is provided for under the Charter or applicable law, the
affirmative vote of the holders of a majority of the Outstanding shares of
Preferred Stock, including Series D Preferred Stock, 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
Section 13(a) of the 1940 Act. For purposes of this paragraph 5(c), the phrase
"vote of the holders of a majority of the Outstanding shares of Preferred
Stock" (or any like phrase) shall mean, in accordance with Section 2(a)(42) of
the 1940 Act, the vote, at the annual or a special meeting of the stockholders
of the Corporation duly called (i) 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 (ii) 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 Series D Preferred Stock, 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 Series D Preferred Stock) pursuant to the Charter shall not in and
of itself be considered to adversely affect the contract rights of the holders
of Series D Preferred Stock. The provisions of this paragraph 5(c) are subject
to the provisions of paragraph 6 of Article II hereof.

         (d) Voting Procedures.

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

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

         (iii) The terms of office of all persons who are directors of the
Corporation at the time of a special meeting of holders of Preferred Stock,
including Series D Preferred Stock, 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 Series D Preferred Stock, and the remaining
incumbent directors elected by the holders of the Common Stock and Preferred
Stock, shall constitute the duly elected directors of the Corporation.

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

         (e) Exclusive Remedy.

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

         (f) Notification to Moody's.

         In the event a vote of holders of Series D Preferred Stock is
required pursuant to the provisions of Section 13(a) of the 1940 Act, as long
as the Series D Preferred Stock is rated by Moody's at the Corporation's
request, the Corporation shall, not later than ten Business Days prior to the
date on which such vote is to be taken, notify Moody's 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 Moody's of the result of such vote.

         6. Coverage Tests.

         (a) Determination of Compliance.

         For so long as any shares of Series D Preferred Stock are
Outstanding, the Corporation shall make the following determinations:

         (i) Asset Coverage. The Corporation shall have Asset Coverage as of
the last Business Day of each March, June, September and December of each year
in which any share of Series D Preferred Stock is Outstanding.

         (ii) Basic Maintenance Amount Requirement.

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

         (B) The Administrator shall prepare a 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 D Preferred Stock and after each (1) Annual
Valuation Date, (2) Valuation Date on which the Corporation fails to satisfy
the requirements of paragraph 6(a)(ii)(A) above, (3) Basic Maintenance Amount
Cure Date following a Valuation Date on which the Corporation fails to satisfy
the requirements of paragraph 6(a)(ii)(A) above and (4) Valuation Date and any
immediately succeeding Business Day on which the Adjusted Value of the
Corporation's Moody's Eligible Assets exceeds the Basic Maintenance Amount by
5% or less, the Corporation shall complete and deliver to Moody's a Basic
Maintenance Report, which will be deemed to have been delivered to Moody's if
Moody's receives a copy or telecopy, telex or other electronic transcription
or transmission of the Basic Maintenance Report and on the same day the
Corporation mails to Moody's for delivery on the next Business Day the Basic
Maintenance Report. A failure by the Corporation to deliver a Basic
Maintenance Report under this paragraph 6(a)(ii)(B) shall be deemed to be
delivery of a Basic Maintenance Report indicating an Adjusted Value of the
Corporation's Moody's Eligible Assets less than the Basic Maintenance Amount,
as of the relevant Valuation Date.

         (C) Within ten Business Days after the date of delivery to Moody's of
a Basic Maintenance Report in accordance with paragraph 6(a)(ii)(B) above
relating to an Annual Valuation Date, the Corporation shall deliver to Moody's
an Accountant's Confirmation relating to such Basic Maintenance Report that
was prepared by the Corporation during the quarter ending on such Annual
Valuation Date. Also, within ten Business Days after the date of delivery to
Moody's of a Basic Maintenance Report in accordance with paragraph 6(a)(ii)(B)
above relating to a Valuation Date on which the Corporation fails to satisfy
the requirements of paragraph 6(a)(ii)(A) and any Basic Maintenance Amount
Cure Date, the Corporation shall deliver to Moody's an Accountant's
Confirmation relating to such Basic Maintenance Report.

         (D) In the event the Adjusted Value of the Corporation's Moody's
Eligible Assets shown in any Basic Maintenance Report prepared pursuant to
paragraph 6(a)(ii)(B) above is less than the applicable Basic Maintenance
Amount, the Corporation shall have until the Basic Maintenance Amount Cure
Date to achieve an Adjusted Value of the Corporation's Moody's Eligible Assets
at least equal to the Basic Maintenance Amount, and upon such achievement (and
not later than such Basic Maintenance Amount Cure Date) the Corporation shall
inform Moody's of such achievement in writing by delivery of a revised Basic
Maintenance Report showing an Adjusted Value of the Corporation's Moody's
Eligible Assets at least equal to the Basic Maintenance Amount as of the date
of such revised 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 Basic Maintenance Report, the Corporation
shall complete and deliver to Moody's a Basic Maintenance Report. A Basic
Maintenance Report delivered as provided in paragraph 6(a)(ii)(B) above also
shall be deemed to have been delivered pursuant to this paragraph 6(a)(ii)(E).

         (b) Failure to Meet Asset Coverage.

         If the Corporation fails to have Asset Coverage as provided in
paragraph 6(a)(i) hereof and such failure is not cured as of the related
Series D Asset Coverage Cure Date, (i) the Corporation shall give a Notice of
Redemption as described in paragraph 4 of Article II hereof with respect to
the redemption of a sufficient number of shares of Preferred Stock, which at
the Corporation's determination (to the extent permitted by the 1940 Act and
Maryland law) may include any proportion of Series D Preferred Stock, to
enable it to meet the requirements of paragraph 6(a)(i) above, and, at the
Corporation's discretion, such additional number of shares of Series D
Preferred Stock or other Preferred Stock in order that the Corporation have
Asset Coverage with respect to the shares of Series D Preferred Stock and any
other Preferred Stock remaining Outstanding after such redemption as great as
220%, and (ii) deposit with the Dividend-Disbursing Agent Deposit Securities
having an initial combined value sufficient to effect the redemption of the
shares of Series D Preferred Stock or other Preferred Stock to be redeemed, as
contemplated by paragraph 4(a) of Article II hereof.

         (c) Failure to Maintain Moody's Eligible Assets having an Adjusted
Value at Least Equal to the Basic Maintenance Amount.

         If the Corporation fails to have Moody's Eligible Assets having an
Adjusted Value at least equal to the Basic Maintenance Amount as provided in
paragraph 6(a)(ii)(A) above and such failure is not cured, the Corporation
shall, on or prior to the Basic Maintenance Amount Cure Date, (i) give a
Notice of Redemption as described in paragraph 4 of Article II hereof with
respect to the redemption of a sufficient number of shares of Series D
Preferred Stock or other Preferred Stock to enable it to meet the requirements
of paragraph 6(a)(ii)(A) above, and, at the Corporation's discretion, such
additional number of shares of Series D Preferred Stock or other Preferred
Stock in order that the Corporation have Adjusted Assets with respect to the
remaining shares of Series D Preferred Stock and any other Preferred Stock
remaining Outstanding after such redemption as great as 110% of the Basic
Maintenance Amount, and (ii) deposit with the Dividend-Disbursing Agent
Deposit Assets having an initial combined value sufficient to effect the
redemption of the shares of Series D Preferred Stock or other Preferred Stock
to be redeemed, as contemplated by paragraph 4(a) of Article II hereof.

         (d) Status of Shares Called for Redemption.

         For purposes of determining whether the requirements of paragraphs
6(a)(i) and 6(a)(ii)(A) hereof are satisfied, (i) no share of the Series D
Preferred Stock 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 Dividend-Disbursing Agent (or applicable paying
agent) and the requisite Notice of Redemption shall have been given, and (ii)
such Deposit Assets deposited with the Dividend-Disbursing Agent (or paying
agent) shall not be included.

         7. Certain Other Restrictions.

         (a) For so long as the Series D Preferred Stock is rated by Moody's
at the request of the Corporation, 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 Moody's
Eligible Assets having an Adjusted Value as of the date of such purchase or
sale to be less than the 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 Moody's Eligible Assets exceeded the 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
Moody's Eligible Assets, unless the Corporation shall have confirmed that,
after giving effect to such alteration, the Adjusted Value of the
Corporation's Moody's Eligible Assets exceeded the Basic Maintenance Amount or
(iii) declare or pay any dividend or other distribution on any shares of
Common Stock or repurchase any shares of Common Stock, 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 paragraph 6(a)(ii)(A) of Article II hereof.

         (b) For so long as the Series D Preferred Stock is rated by Moody's
at the request of the Corporation, unless the Corporation shall have received
written confirmation from Moody's, 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 Investments 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 6 of Article II hereof.

         (c) For so long as the Series D Preferred Stock is rated by Moody's
at the request of the Corporation, the Corporation shall not consolidate the
Corporation with, merge the Corporation into, sell or otherwise transfer all
or substantially all of the Corporation's assets to another Person or adopt a
plan of liquidation of the Corporation, in each case without providing prior
written notification to Moody's.

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

         (a) So long as any shares of Series D Preferred Stock 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 8(a).

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

                                  ARTICLE III

      ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES SUPPLEMENTARY

         The calculation of Adjusted Value, 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
Moody's or is in the best interests of the holders of shares of Common Stock
and is not adverse to the holders of Preferred Stock in view of advice to the
Corporation by Moody's that such modification would not adversely affect its
then-current rating of the shares of Series D Preferred Stock. 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, 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 Moody's (if Moody's is then rating the Series D Preferred
Stock at the request of the Corporation) if Moody's has advised the
Corporation in writing separately (a) of such adjustments and (b) that the
revised calculation definition would not cause Moody's to reduce or withdraw
its then-current rating of the shares of Series D Preferred Stock. The
adjustments contemplated by the preceding sentence shall be made effective
upon the time the Corporation receives the notice from Moody's 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 the
stockholders.

         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 D Preferred Stock or any other capital stock of the
Corporation, may amend the provisions of these Articles Supplementary to
resolve any inconsistency or ambiguity or to remedy any formal defect so long
as the amendment does not materially adversely affect any of the contract
rights of holders of shares of the Series D Preferred Stock or any other
capital stock of the Corporation or adversely affect the then-current rating
on the Series D Preferred Stock by Moody's.

<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 [__], 2003.


                                               THE GABELLI EQUITY TRUST INC.


                                               By
                                                 Name:  Bruce Alpert
                                                 Title: President


Attest:


Name:    James E. McKee
Title:   Secretary


</TEXT>
</DOCUMENT>
