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<SEC-DOCUMENT>0000940400-09-000334.txt : 20090828
<SEC-HEADER>0000940400-09-000334.hdr.sgml : 20090828
<ACCEPTANCE-DATETIME>20090828143419
ACCESSION NUMBER:		0000940400-09-000334
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20090630
FILED AS OF DATE:		20090828
DATE AS OF CHANGE:		20090828
EFFECTIVENESS DATE:		20090828

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GABELLI EQUITY TRUST INC
		CENTRAL INDEX KEY:			0000794685
		IRS NUMBER:				222736509
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04700
		FILM NUMBER:		091042854

	BUSINESS ADDRESS:	
		STREET 1:		ONE CORP CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
		BUSINESS PHONE:		9149215070
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>get.fil
<TEXT>
<PAGE>      PAGE  1
000 A000000 06/30/2009
000 C000000 0000794685
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE GABELLI EQUITY TRUST INC.
001 B000000 811-04700
001 C000000 9149215100
002 A000000 ONE CORPORATE CENTER
002 B000000 RYE
002 C000000 NY
002 D010000 10580
002 D020000 1422
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 GABELLI FUNDS, LLC
008 B000001 A
008 C000001 801-37706
008 D010001 RYE
008 D020001 NY
008 D030001 10580
008 D040001 1422
010 A000001 GABELLI FUNDS, LLC
010 B000001 801-37706
010 C010001 RYE
010 C020001 NY
010 C030001 10580
010 C040001 1422
010 A000002 PNC GLOBAL INVESTMENT SERVICING
010 B000002 84-1761
010 C010002 WILMINGTON
010 C020002 DE
010 C030002 19809
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 84-05925
012 C010001 CANTON
012 C020001 MA
012 C030001 02021
012 C040001 1011
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 NEW YORK
013 B020001 NY
<PAGE>      PAGE  2
013 B030001 10017
014 A000001 GABELLI & COMPANY, INC.
014 B000001 8-21373
014 A000002 GABELLI FIXED INCOME DISTRIBUTORS, INC.
014 B000002 8-38568
015 A000001 THE BANK OF NEW YORK MELLON
015 B000001 C
015 C010001 EVERETT
015 C020001 MA
015 C030001 02149
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000   31
019 C000000 GABELLIGRP
020 A000001 GABELLI & COMPANY, INC.
020 B000001 13-2885006
020 C000001    111
020 A000002 PICTET OVERSEAS, INC.
020 C000002     24
020 A000003 CREDIT AGRICOLE CHEUREUX NORTH AMERICA, INC.
020 B000003 13-3867844
020 C000003     11
020 A000004 CAZENOVE, INC.
020 B000004 94-1658752
020 C000004     11
020 A000005 HAPOALIM SECURITIES USA, INC.
020 B000005 13-3732556
020 C000005     10
020 A000006 DAIWA SECURITIES AMERICA, INC.
020 B000006 13-5680329
020 C000006      9
020 A000007 GOLDMAN SACHS & CO.
020 B000007 13-5108800
020 C000007      7
020 A000008 ALLEN & CO. LLC
020 B000008 13-4193615
020 C000008      6
020 A000009 INTERMONTE SECURITIES SIM
020 C000009      5
020 A000010 J.P. MORGAN SECURITIES, INC.
020 B000010 13-3379014
020 C000010      5
021  000000      242
022 A000001 BARCLAYS CAPITAL, INC.
022 B000001 06-1031656
022 C000001     93679
022 D000001    141025
022 A000002 DAIWA SECURITIES AMERICA, INC.
022 B000002 13-5680329
022 C000002    192461
<PAGE>      PAGE  3
022 D000002     20068
022 A000003 ROCHE HOLDING, INC.
022 B000003 51-0304944
022 C000003         0
022 D000003     23750
022 A000004 MORGAN STANLEY & CO., INC.
022 B000004 13-2655998
022 C000004       240
022 D000004         0
022 A000005 BASF SE
022 C000005         0
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<PAGE>      PAGE  9
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086 E010000      0
086 E020000      0
086 F010000      0
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087 A010000 COMMON STOCK
087 A020000 362397101
087 A030000 GAB
087 B010000 5.875% SERIES D PREFERRED STOCK
087 B020000 362397705
087 B030000 GABPRD
087 C010000 6.200% SERIES F PREFERRED STOCK
087 C020000 362397804
087 C030000 GABPRF
088 A000000 N
088 B000000 N
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SIGNATURE   RICHARD RUSSELL
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>get77q1.txt
<TEXT>
            The Gabelli Equity Trust Inc.
               Exhibit to Item 77Q1(a)

            THE GABELLI EQUITY TRUST INC.
                  ARTICLES OF AMENDMENT TO THE
                    ARTICLES SUPPLEMENTARY
               CREATING AND FIXING THE RIGHTS OF
        SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK

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

         FIRST: Article I.3(b) of the Articles Supplementary
Creating and Fixing the Rights of Series C Auction Rate
Cumulative Preferred Stock ("Articles Supplementary") is hereby
amended by deleting it in its entirety and inserting in lieu
thereof the following:

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

         SECOND: Article I.9(a) of the Articles Supplementary
is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following:
            (a)    Determination of Compliance.
            For so long as any Series C Preferred Shares are
Outstanding, the Corporation shall make the following
determinations:

                  (i)    1940 Act Asset Coverage as follows:

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

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

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

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

                  (B)    On or before 5:00 P.M., New York City time,
on the third Business Day after a Valuation Date on which the
Corporation fails to satisfy the Series C Preferred Basic
Maintenance Amount, and on the third Business Day after the
Series C Preferred Basic Maintenance Cure Date with respect to
such Valuation Date, the Corporation shall complete and deliver
to each Rating Agency and the Auction Agent (if either S&P or
Moody's is then rating the Series C Preferred Shares at the
Corporation's request) a Series C Preferred Basic Maintenance
Report as of the date of such failure or such Series C Preferred
Basic Maintenance Cure Date, as the case may be, which will be
deemed to have been delivered to such Rating Agency or the
Auction Agent, as the case may be, if such Rating Agency or the
Auction Agent receives a copy or facsimile or other electronic
transcription or transmission thereof (via facsimile or
electronic mail solely in the case of S&P if S&P is then rating
the Series C Preferred Shares at the Corporation's request) and
on the same day the Corporation mails or sends to such Rating
Agency or the Auction Agent for delivery on the next Business
Day the full Series C Preferred Basic Maintenance Report.  The
Corporation shall also deliver a Series C Preferred Basic
Maintenance Report to (1) S&P, during each of the first twelve
months the Series C Preferred Shares are Outstanding, and the
Auction Agent (if either Moody's or S&P is then rating the
Series C Preferred Shares at the Corporation's request) as of
(a) the fifteenth day of each month (or, if such day is not a
Business Day, the next succeeding Business Day) and (b) the last
Business Day of each month and (2) Moody's and S&P as of each
Valuation Date, in each case on or before the fifth Business Day
after such day, (3) upon reasonable request by such Rating
Agency and (4) any day the Common Shares and Series C Preferred
Shares are redeemed.  A failure by the Corporation to deliver a
Series C Preferred Basic Maintenance Report pursuant to the
preceding sentence shall be deemed to be delivery of a Series C
Preferred Basic Maintenance Report indicating the Discounted
Value for all assets of the Corporation is less than the Series
C Preferred Basic Maintenance Amount, as of the relevant
Valuation Date.

                  (C)    As soon as practicable after the last
Valuation Date of each fiscal year of the Corporation on which a
Series C Preferred Basic Maintenance Report is required to be
delivered, the Corporation will deliver to Moody's, S&P and the
Auction Agent (if either S&P or Moody's is then rating the
Series C Preferred Shares at the Corporation's request) an
Accountant's Confirmation regarding the accuracy of the
calculations made by the Corporation in such Series C Preferred
Basic Maintenance Report. The Corporation also shall cause the
Independent Accountant to provide an Accountant's Confirmation
to S&P if and when requested by S&P for any Valuation Date, as
soon as practicable after such request.

                  (D)    If any Accountant's Confirmation delivered
pursuant to paragraph (C) of this Section 9 (a)(ii) shows an
error was made in the Series C Preferred Basic Maintenance
Report with respect to such Series C Preferred Basic Maintenance
Amount Cure Date, or does not agree with the Corporation's
calculation of the Series C Preferred Basic Maintenance Report
for a particular Valuation Date for which such Accountant's
Confirmation was required to be delivered, or shows that a lower
aggregate Discounted Value for the aggregate Eligible Assets in
respect of any Rating Agency than was determined by the
Corporation, the calculation or determination made by such
Independent Accountant shall be final and conclusive and shall
be binding on the Corporation, and the Corporation shall
accordingly amend and deliver the Series C Preferred Basic
Maintenance Report to the relevant Rating Agency and the Auction
Agent (if either S&P or Moody's is then rating the Series C
Preferred Shares) promptly following receipt by the Corporation
of such Accountant's Confirmation.  If any Accountant's
Confirmation shows that an error was made in any such report,
the calculation or determination made by the Corporation's
Independent Accountant will be conclusive and binding on the
Corporation; provided, however, any errors shown in the
Accountant's Confirmation filed on an annual basis shall not be
deemed to be a failure to maintain the Series C Preferred Basic
Maintenance Amount on any prior Valuation Dates.  The
Accountant's Confirmations referred to above will confirm, based
on the Independent Accountant's review, (i) the mathematical
accuracy of the calculations reflected in the Series C Preferred
Basic Maintenance Amount and (ii) that the Corporation
determined whether the Corporation had, at such Valuation Date,
Eligible Assets with an aggregate Discounted Value at least
equal to the Series C Preferred Basic Maintenance Amount in
accordance with these Articles Supplementary.

                  (E)    The Corporation will provide S&P annually a
copy of its pricing procedures used in determining the Market
Value of the Corporation's assets.

                  (F)    On or before 5:00 p.m., New York City time,
on the fifth Business Day after the Date of Original Issue of
Series C Preferred Shares, the Corporation shall complete and
deliver to each Rating Agency a Series C Preferred Basic
Maintenance Report as of the close of business on such Date of
Original Issue.

            (G)    On or before 5:00 p.m., New York City time,
on the third Business Day after either (1) the Corporation shall
have redeemed Series C Preferred Shares or (2) the ratio of the
Discounted Value of Eligible Assets in respect of any Rating
Agency to the Series C Preferred Basic Maintenance Amount is
less than or equal to 110%, the Corporation shall complete and
deliver in electronic format to, in the case of clause (1), each
Rating Agency, or, in the case of clause (2), any relevant
Rating Agency, a Series C Preferred Basic Maintenance Report as
of the date of either such event.

    THIRD: Article I.11(b)(iv) of the Articles Supplementary is
hereby amended by deleting it in its entirety and inserting in
lieu thereof the following:
(iv)    utilize any pricing service other than FT Interactive Data,
Reuters, Telekurs, Bloomberg Financial Markets, J.J. Kenny
Pricing Service, Merrill Lynch Securities Pricing Service or
Bridge Data Corp, Bear Stearns Pricing Direct and any pricing
service then permitted by S&P; or

    FOURTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "'AA' Financial
Composite Commercial Paper Rate" in its entirety and inserting
in lieu thereof the following:

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

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

    FIFTH: Article I.13 of the Articles Supplementary is hereby
amended by deleting the definition of "Advance Rate" in its
entirety.

    SIXTH: Article I.13 of the Articles Supplementary is hereby
amended by inserting the definition of "ADRs":

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

    SEVENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Agency Mortgage
Collateral":

        "Agency Mortgage Collateral" means certificates
guaranteed by U.S. Government Agencies (e.g., Federal National
Mortgage Association ("FNMA"), Government National Mortgage
Association ("GNMA") and Federal Home Loan Mortgage Corporation
("FHLMC")) for timely payment of interest and full and ultimate
payment of principal.  Agency Mortgage Collateral also evidences
undivided interests in pools of level-payment, fixed, variable,
or adjustable rate, fully amortizing loans that are secured by
first liens on one- to four-family residences residential
properties (or in the case of Plan B FHLMC certificates, five or
more units primarily designed for residential use).

    EIGHTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Auction Agent" in
its entirety and inserting in lieu thereof the following:

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

    NINTH: Article I.13 of the Articles Supplementary is hereby
amended by inserting the definition of "Bank Loans":

        "Bank Loans" means direct purchases of, assignments
of, participations in and other interests in (a) any bank loan
or (b) any loan made by an investment bank, investment fund or
other financial institution, provided that such loan under this
clause (b) is similar to those typically made, syndicated,
purchased or participated by a commercial bank or institutional
loan investor in the ordinary course of business.

    TENTH: Article I.13 of the Articles Supplementary is hereby
amended by inserting the definition of "Business Development
Company":

        "Business Development Company" (BDCs) means a type of
closed-end fund regulated under the 1940 Act whose shares are
typically listed for trading on a U.S. securities exchange.
BDCs are publicly-traded funds that typically invest in and lend
to small and medium-sized private and certain public companies
that may not have access to public equity markets for capital
raising.  BDCs invest in such diverse industries as healthcare,
chemical and manufacturing, technology and service companies.

    ELEVENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Collateralized
Mortgage Obligations":

        "Collateralized Mortgage Obligations" means publicly
issued instruments rated 'AAA' by S&P.  No more than 25% of the
total market value of collateral may be from one private sector
issuer.

    TWELFTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Conventional
Mortgage":

        "Conventional Mortgage" means a mortgage in which the
interest rate does not change during the entire term of the
loan.

    THIRTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Convertible
Corporate Indebtedness":

        "Convertible Corporate Indebtedness" means evidences
of indebtedness other than Deposit Securities, U.S. Government
Securities and Municipal Obligations that are convertible into
or exchangeable or exercisable for stock of a corporation and
that satisfy the following conditions: (i) such evidence of
indebtedness is rated at least CCC by S&P; and (ii) if such
evidence of indebtedness is rated BBB or lower by S&P, the
market capitalization of the issuer of such evidence of
indebtedness is at least $100 million.

    FOURTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Date of Original
Issue" in its entirety and inserting in lieu thereof the
following:

        "Date of Original Issue" means with respect to any
share of Series C Preferred Shares, the date on which the
Corporation originally issues such share.

    FIFTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Discount Factor"
in its entirety and inserting in lieu thereof the following:

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

    SIXTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "FHA Mortgage":

        "FHA Mortgage" means a mortgage issued by federally
qualified lenders and insured by the Federal Housing
Administration (FHA).

    SEVENTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Fitch":

        "Fitch" means Fitch Ratings.

    EIGHTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "High Yield
Securities":

        "High Yield Securities" means Municipal Obligations
not rated by S&P but rated equivalent to BBB or lower by another
NRSRO, rated BB+ or lower by S&P or not rated.

    NINETEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Foreign Currency
Transactions":

        "Foreign Currency Transactions" means any technique
used by the Corporation to hedge its exposure to foreign
currencies, including forward foreign currency exchange
contracts.

    TWENTIETH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Foreign Sovereign
Debt":

        "Foreign Sovereign Debt" means debt issued by a
national government other than the United States.

    TWENTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Market Value" in
its entirety and inserting in lieu thereof the following:

        "Market Value" means the market value of an asset of
the Corporation as computed as follows:  (i) Equity securities
listed or traded on a nationally recognized securities exchange
or traded in the U.S. over-the-counter market where trades are
reported contemporaneously and for which market quotations are
readily available, are valued at the last quoted sale or a
market's official closing price at the close of the exchange's
or other market's regular trading hours, as of or prior to the
time and day as of which such value is being determined.
Portfolio securities traded on more than one national securities
exchange or market are valued according to the broadest and most
representative market as determined by the Adviser. If there has
been no sale on the day the valuation is made, the securities
are valued at the closing bid price on the principal market for
such security on such day.  If no asked prices are quoted on
such day, then the security is valued at the closing bid price
on the principal market for such security on such day.  If no
bid or asked prices are quoted on such day, the security is
valued at the most recently available price.  (ii) Debt
instruments are valued based upon (a) the basis of prices
provided by a pricing service or (b) the lower of the value set
forth in bids from two independent dealers in securities, one of
which bids will be in writing.

    TWENTY-SECOND: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "Master Limited

Partnership Securities":
        "Master Limited Partnership Securities" means the
following securities, restricted or unrestricted, issued by a
Master Limited Partnership (MLP) or an affiliate of an MLP: (1)
common units, (2) convertible subordinated units, (3) I-Shares,
(4) I-units and (5) debt securities.

    TWENTY-THIRD: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's
Derivatives Transactions":

            "Moody's Derivatives Transactions" means, for so long
as any Series C Preferred Shares is rated by Moody's, the
Corporation may, notwithstanding the limitations in paragraph 10
of this Article I, buy or sell financial futures contracts,
write, purchase or sell call options on financial futures
contracts or purchase put options on financial futures contracts
or write call options on portfolio securities, swaps and
securities lending unless it receives written confirmation from
Moody's that engaging in such transactions would impair the
ratings then assigned to the  preferred stock by Moody's,
subject to the following limitations:

            (a)    Futures and call options:  For purposes of the
Series C Preferred Basic Maintenance Amount, futures held by the
Corporation and call options sold by the Corporation shall not
be included as Moody's Eligible Assets.  However, such assets
shall be valued at Market Value by subtracting the good faith
margin and the maximum daily trading variance as of a Valuation
Date.  For call options purchased by the Corporation, the Market
Value of the call option will be included as Moody's Eligible
Assets subject to a Moody's Discount Factor mutually agreed to
between the Corporation and Moody's based on the characteristics
of the option contract such as its maturity and the underlying
security of the contract.

            (b)    Securities lending:  To increase income, the
Corporation may lend its portfolio securities to securities
broker-dealers or financial institutions if (i) the loan is
collateralized in accordance with applicable regulatory
requirements and (ii) no loan will cause the value of all loaned
securities to exceed 20% of the value of its total assets. For
purposes of calculating the Series C Preferred Basic Maintenance
Amount, such securities lent shall be included as Moody's
Eligible Assets with the appropriate Moody's Discount Factor
applied to such lent security.  The obligation to return such
collateral shall not be included as an obligation/liability for
purposes of calculating the Series C Preferred Basic Maintenance
Amount.  However, the Corporation may reinvest cash collateral
for securities lent in conformity with its investment objectives
and policies and the provisions of these Articles Supplementary.
In such event, the Corporation may reinvest cash collateral to
the extent that securities lending collateral received is
invested by the Corporation in assets that otherwise would be
Moody's Eligible Assets and the value of such assets exceeds the
amount of the Corporation's Moody's Eligible Assets by applying
the applicable Moody's Discount Factor to this amount and adding
the product to total Moody's Eligible Assets.  Conversely, if
the value of assets in which securities lending collateral has
been invested is less then the amount of the Corporation's
obligation to return the collateral on a Valuation Date, such
difference shall be included as an obligation/liability of the
Corporation for purposes of calculating the Series C Preferred
Basic Maintenance Amount.  Collateral received by the
Corporation in a securities lending transaction and maintained
by the Corporation in the form received shall not be included as
a Moody's Eligible Asset for purposes of calculating the Series
C Preferred Basic Maintenance Amount.

            (c)    Interest rate swaps:  Only the cumulative
unsettled profit and loss from an interest rate swap transaction
will be calculated when determining the Series C Preferred Basic
Maintenance Amount.  If the Corporation has an outstanding gain
from an interest rate swap transaction on a Valuation Date, the
gain will be included as a Moody's Eligible Asset subject to the
Moody's Discount Factor on the counterparty to the interest rate
swap transaction.  If the Corporation has an outstanding
liability from an interest rate swap transaction on a Valuation
Date, the Corporation will subtract the outstanding liability
from the total Moody's Eligible Assets in calculating the Series
C Preferred Basic Maintenance Amount.

            If not otherwise provided for in (a)-(c) above,
derivative instruments will be included as Moody's Eligible
Assets subject to a Moody's Discount Factor as mutually agreed
to between the Corporation and Moody's.

    TWENTY-FOURTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Moody's
Discount Factor" in its entirety and inserting in lieu thereof
the following:

            "Moody's Discount Factor" means, with respect to a
Moody's Eligible Asset specified below, the following applicable
number:

            (a)    Corporate debt securities:  The percentage
determined by reference to the rating on such asset with
reference to the remaining term to maturity of such asset, in
accordance with the table set forth below (non convertibles).

                                Moody's Rating Category
Term to Maturity of
Corporate Debt
Security(1)            Aaa     Aa    A     Baa      Ba     B    Unrated2
1 year or less        109%    112%   115%  118%     137%   150%    250%
1 - 2 years            115    118    122   125      146    160     250
2 - 3 years            120    123    127   131      153    168     250
3 - 4 years            126    129    133   138      161    176     250
4 - 5 years            132    135    139   144      168    185     250
5 - 7 years           139     143    147   152      179    197     250
7 - 10 years           145    150    155   160      189    208     250
10 - 15 years          150    155    160   165      196    216     250
15 - 20 years         150     155    160   165      196    228     250
20 - 30 years         150     155    160   165      196    229     250
Greater than
30 years              165    173     181   189      205    240     250

(1)    The Moody's Discount Factors above for corporate debt
securities shall also be applied to any interest rate swap
or cap, in which case the rating of the counterparty shall
determine the appropriate rating category.

(2)    Unless conclusions regarding liquidity risk as well as
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 debt security is unrated by
Moody's, S&P or Fitch, the Corporation will use the
percentage set forth under "Unrated" 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.  Split rated securities assigned
by S&P and Fitch will be accepted at the lower of the two
ratings.

For corporate debt securities that do not pay interest in U.S.
dollars, the fund sponsor will contact Moody's to obtain the
applicable currency conversion rates.

            (b)    Preferred stock:  The Moody's Discount Factor for
taxable preferred stock shall be:

       Aaa            150%
       Aa            155%
       A            160%
       Baa            165%
       Ba            196%
       B            216%
       <B or Not Rated    250%
       Middle Market     476%
       Bank Non-
       cumulative
       perpetual
       preferreds


       Investment Grade
       DRD            165%

       Preferred Stock    216%
       Non-Investment
       Grade DRD
       Preferred Stock

For non-cumulative preferred stock, the Discount Factor should
be amplified by 110%.

            (c)    Common stock:

Common Stocks(1)        Large Cap        Mid Cap        Small Cap
7 week exposure period       200%         205%              220%

(1)  Market cap for large-cap stocks are $10 billion and up,
mid-cap stocks range between $2 billion and $10 billion, and
small-cap stocks are $2 billion and below.

            (d)    Convertible securities (including convertible
preferreds):

       Non-
       Investment             Investment
Delta        Grade                  Grade         Unrated
..00 - .40    Use Corporate Debt Securities Table    250%
..41 - .80       192%            226%            250%
..81 - 1.00       195%            229%            250%

With respect to "structured synthetic convertible" securities,
the discount factors above should be grossed up by an
additional 20% of the base discount percentage.

            (e)    Common stock, preferred stock and corporate debt
securities of REITs:

      a.    For common stock and preferred stock of real
estate investment trusts ("REITs"), the Moody's
Discount Factor shall be the percentage specified in
the table set forth below:

       Moody's Discount
       Factor
common stock of REITs                    154%
preferred stock of REITs
with a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):        154%
without a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):        208%

      b.    Notwithstanding the above, a Moody's
Discount Factor of 250% will be applied:  (a) to those
assets in a single NAREIT industry category/sector
which exceed 30% of Moody's Eligible Assets but are
not greater than 35% of Moody's Eligible Assets;
(b) if dividends on such securities have not been paid
consistently (either quarterly or annually) over the
previous three years, or for such shorter time period
that such securities have been outstanding; or (c) if
the market capitalization (including common stock and
preferred stock) of an issuer is below $500 million.

      c.    For corporate debt securities of REITs,
apply the Moody's Discount Factors listed above under
Corporate debt securities.

            (f)    Short-Term Instruments:  The Moody's Discount
Factor applied to short-term portfolio securities, including
without limitation corporate debt securities and Short-Term
Money Market Instruments will be (1) 100%, so long as such
portfolio securities mature or have a demand feature at par
exercisable within the Moody's Exposure Period and are rated Aaa
or at least Prime-1, V-Mig1, or equivalent, or be a rated money-
market fund; and (2) 115%, so long as such portfolio securities
do not mature within the Moody's Exposure Period or have a
demand feature at par not exercisable within the Moody's
Exposure Period.  A Moody's Discount Factor of 100% will be
applied to cash.

            (g)    U.S. Government Obligations and U.S. Treasury
Strips:
Remaining Term to Maturity
       U.S.
         Government         U.S.
        Obligations        Treasury Strips
        Discount Factor        Discount Factor
1 year or less            107%            107 %
1 - 2 years                113            115
2 - 3 years                118            121
3 - 4 years                123            128
4 - 5 years                128            135
5 - 7 years                135            147
7 - 10 years            141            163
10 - 15 years            146            191
15 - 20 years            154            218
20 - 30 years            154            244

            (h)    Foreign Sovereign Debt:
      a.    Debt denominated in US$:

       Moody's Sovereign Debt Rating
                                                            Below
                                                             B &
Term to Maturity(2)    Aaa    Aa     A      Baa     Ba     B     Unrated
1 year or less        109%    112%  115%   118%    137%    150%    250%
2 years or less (but
longer than 1 year)    115    118   122    125    146      160    250
3 years or less (but
longer than 2 years)    120    123   127    131    153     168    250
4 years or less (but
longer than 3 years)    126    129   133    138    161     176    250
5 years or less (but
longer than 4 years)    132    135   139    144    168     185    250
7 years or less (but
longer than 5 years)    139    143   147    152    179     197    250

10 years or less (but
longer than 7 years)    145    150   155    160    189     208    250
15 years or less (but
longer than 10 years)    150    155   160    165    196    216    250
20 years or less (but
longer than 15 years)    150    155   160    165    196    228    250
30 years or less (but
longer than 20 years)    150    155    160    165    196    229    250
Greater than 30 years    165    173    181    189    205    240    250

      b.    For sovereign debt denominated in non-U.S.
currency apply additional Currency Discount Factor:

Foreign Currency                    Currency Discount Factor
CAD Canadian Dollar                        107%
EUR Euro                                111%
GBP British Pound                            115%
JPY Japanese Yen                            116%
AUD Australian Dollar                        113%
HKD Hong Kong Dollar                        140%
NZD New Zealand Dollar                        114%
NOK Norway Kroner                            111%
SEK Sweden Kronor                            113%
THB Thailand Baht                            295%
KRW South Korea Won                        295%
TWD Taiwan New Dollars                        135%
SGD Singapore Dollars                        135%
IDR Indonesia Rupiahs                        315%
INR India Rupees                            170%
MYR Malaysia Ringgits                        170%
CZK Czech Republic Koruny                    200%
PHP Philippines Pesos                        200%
HUF Hungary Forint                        200%
PLN Poland Zlotych                         200%
SKK Slovakia Koruny                        200%
TRY Turkey New Lira                        200%
RUB Russia Rubles                            200%
ZAR South Africa Rand                        200%
CLP Chile Pesos                            200%
MXN Mexico Pesos                            200%
COP Columbia Pesos                        200%
BRL Brazil Reais                            200%

(1)    If the Corporation invests in a security denominated in a
currency other than that found in the above table, contact
Moody's to obtain the applicable Currency Discount Factor
for such security.

            (i)    Foreign non-sovereign debt:  The Moody's Discount
Factor applied to non-sovereign debt obligations will be (A) in
the case of a non-sovereign debt obligation denominated in U.S.
dollars, 250%, and (B) in the case of a non-U.S. sovereign debt
obligation denominated in a foreign currency, 250% multiplied by
the Currency Discount Factor for such foreign currency.

            (j)    Rule 144A securities: The Moody's Discount Factor
applied to Rule 144A Securities for Rule 144A Securities whose
terms include rights to registration under the 1933 Act within
one year and Rule 144A Securities which do not have registration
rights within one year will be 120% and 130%, respectively, of
the Moody's Discount Factor which would apply were the
securities registered under the 1933 Act.

            (k)    Catastrophe bonds: The Moody's Discount Factor
applied to catastrophe bonds will be 475%.

            (l)    Bank loans:  The Moody's Discount Factor applied
to senior bank loans ("Senior Loans") shall be the percentage
specified in accordance with the table set forth below (or such
lower percentage as Moody's may approve in writing from time to
time:

Moody's Rating Category

                                             Caa and
                                          below
                                         (including
                                          distressed
Type of Loan    Aaa-A        Baa and Ba(1)    B(1)         and unrated)(1)
Senior Loans
greater than
$250 MM        118%            136%        149%             250%
non-Senior Loans
greater than
$250 MM        128%            146%        159%             250%
loans less than
$250 MM        138%            156%        169%             270%
Second Lien Bank
Loans            168%            185%        200%            270%
Third & Fourth
Lien Bank Loans    218%           240%       260%            351%

(1)    If a Senior Loan is not rated by any of Moody's, S&P or
Fitch, the Corporation will use the applicable percentage
set forth under the column entitled "Caa and below
(including distressed and unrated)" in the table above.
Ratings assigned the S&P and/or Fitch are generally
accepted by Moody's at face value.  However, adjustments to
face value may be made to particular categories of
securities for which the ratings by S&P and/or Fitch do not
seem to approximate a Moody's rating equivalent.  Split
rated securities assigned by S&P and Fitch (i.e., these
rating agencies assign different rating categories to the
security) will be accepted at the lower of the two ratings.

            (m)    Master Limited Partnerships (MLP) - The Moody's
Discount Factor applied to master limited partnerships shall be
applied in accordance with the table set forth below:

MLP Sector (1)                    Discount Factor
Large-cap MLPs                        170%
Mid and Small-cap MLPs
Natural Resources (Oil, Gas, Energy)        292%
Coal and Minerals                        301%
Mortgage Real Estate                    291%
Income Real Estate                    302%
Miscellaneous                        342%

(1)    Restricted MLPs will be increased by 120%.
The Moody's Discount Factor for any Moody's Eligible Asset other
than the securities set forth above will be the percentage
provided in writing by Moody's.

    TWENTY-FIFTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's
Diversification Limitations":

        "Moody's Diversification Limitations" means, with
respect to qualifying for inclusion in Moody's Eligible Assets,
the following diversification and issue size requirements:

                          MAXIMUM                       MINIMUM ISSUE
                    SINGLE         MAXIMUM SINGLE       SIZE ($ IN
RATINGS(1)         ISSUER(2),(3)     INDUSTRY(3),(4)    MILLIONS)(5)

Aaa               100%            100%               $100
Aa               20                60                100
A                 10                40                100
CS(6), Baa          6                20                100
Ba                 4                12                50(7)
B1-B2(8)           3                8                50(7)
B3 or below(8)     2                5                50(7)

(1)    Refers to the securities of the portfolio holding.

(2)    Companies subject to common ownership of 25% or more are
considered as one issuer.

(3)    Percentages represent a portion of the aggregate Market
Value of portfolio.

(4)    Industries are determined according to Moody's Industry
Classifications, as defined herein.

(5)    Except for preferred stock, which has a minimum issue size
of $50 million, and mortgage pass throughs issued by Federal
National Mortgage Association, Federal Home Loan Mortgage
Corporation or Government National Mortgage Association, which
has no minimum issue size.

(6)    CS refers to common stock, which is diversified
independently from its ratings level.

(7)    Portfolio holdings from issues ranging from $50 million to
$100 million are limited to 20% of the Corporation's total
assets.

(8)    Securities of the portfolio holdings rated B or below by
Moody's or the equivalent by another nationally recognized
statistical rating organization ("NRSRO") or not rated shall
be considered to be Moody's Eligible Assets only to the extent
the Market Value of such securities does not exceed 10% of the
portfolio Market Value; provided, however, that if the Market
Value of such securities exceeds 10% of the portfolio Market
Value, a portion of such securities (selected by the
Corporation) shall not be considered Moody's Eligible Assets,
so that the Market Value of such securities (excluding such
portion) does not exceed 10% of the portfolio Market Value.

    TWENTY-SIXTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Moody's Eligible
Assets" in its entirety and inserting in lieu thereof the
following:

        "Moody's Eligible Assets" means:

      (a)    Cash (including interest and dividends due on assets
rated (A) Baa3 or higher by Moody's or the equivalent by another
NRSRO if the payment date is within five (5) Business Days of
the Valuation Date, (B) A2 or higher by Moody's or the
equivalent by another NRSRO if the payment date is within thirty
days of the Valuation Date, and (C) A1 or higher by Moody's or
the equivalent by another NRSRO if the payment date is within
the Moody's Exposure Period) and receivables for Moody's
Eligible Assets sold if the receivable is due within five (5)
Business Days of the Valuation Date, and if the trades which
generated such receivables are (A) settled through clearinghouse
firms with respect to which the Corporation has received prior
written authorization from Moody's or (B) (1) with
counterparties having a Moody's long-term debt rating of at
least Baa3 or the equivalent by another NRSRO or (2) with
counterparties having a Moody's Short Term Money Market
Instrument rating of at least P-1 or the equivalent by another
NRSRO;

      (b)    Short Term Money Market Instruments, so long as (A)
such securities are rated at least P-1 or the equivalent by
another NRSRO, (B) in the case of demand deposits, time deposits
and overnight funds, the supporting entity is rated at least A2
or the equivalent by another NRSRO, or (C) in all other cases,
the supporting entity (1) is rated A2 or the equivalent by
another NRSRO and the security matures within one month, (2) is
rated A1 or the equivalent by another NRSRO and the security
matures within three months or (3) is rated at least Aa3 or the
equivalent by another NRSRO and the security matures within six
months; provided, however, that for purposes of this definition,
such instruments (other than commercial paper rated by S&P and
not rated by Moody's) need not meet any otherwise applicable S&P
rating criteria;

      (c)    U.S. Government Obligations (including U.S. Treasury
Strips);

      (d)    Rule 144A securities;

      (e)    Common stocks (A) (1) which are traded on a nationally
recognized stock exchange or in the over-the-counter market, (2)
if cash dividend paying, pay cash dividends in U.S. dollars and
(3) 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, (B) 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 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 (C) 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 (1) 6% of the
aggregate Market Value of the outstanding shares of common stock
of such issuer thereof or (2) in excess of 10% of the Market
Value of the Corporation's Moody's Eligible Assets with respect
to issuers formed under the laws of any single such non-U.S.
jurisdiction other than Australia, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the
Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland and
the United Kingdom, shall not be a Moody's Eligible Asset;

      (f)    Loans;

      (g)    Corporate debt securities (including foreign non-
sovereign debt and catastrophe bonds) if (A) such securities are
rated by Moody's or another NRSRO; (B) such securities provide
for the periodic payment of interest in cash in U.S. dollars,
euros or other currencies in which the Corporation is permitted
to invest; (C) such securities have been registered under the
1933 Act or are restricted as to resale under federal securities
laws but are eligible for resale pursuant to Rule 144A under the
1933 Act as determined by the Corporation's investment manager
or portfolio manager acting pursuant to procedures approved by
the Board of Directors, except that such securities that are not
subject to U.S. federal securities laws shall be considered
Moody's Eligible Assets if they are publicly traded; and (D)
such securities are not subject to extended settlement;

            Notwithstanding the foregoing limitations, corporate
debt securities and loans rated by neither Moody's, S&P nor
Fitch shall be considered to be Moody's Eligible Assets to the
extent such securities are issued by entities which (i) have not
filed for bankruptcy within the past three years, (ii) are
current on all principal and interest in their fixed income
obligations, (iii) are current on all preferred stock dividends,
and (iv) possess a current, unqualified auditor's report without
qualified, explanatory language;

      (h)    Foreign Sovereign Debt so long as the issuing country
has a Currency Discount Factor as set out in the definition of
Moody's Discount Factor in these Articles Supplementary.
Foreign Sovereign Debt issued by a country without a Currency
Discount Factor as set out in the definition of Moody's Discount
Factor in these Articles Supplementary can only be approved as a
Moody's Eligible Asset after review and confirmation by Moody's;

      (i)    Asset-backed securities: If (A) such securities are
rated at least Baa by Moody's or at least BBB by S&P or Fitch,
(B) the securities are part of an issue that is $250 million or
greater, or the issuer of such securities has a total of $500
million or greater of asset-backed securities outstanding at the
time of purchase of the securities by the Corporation and (C)
the expected average life of the securities is not greater than
4 years;

      (j)    Collateralized debt obligations.

      (k)    Preferred stocks if (A) dividends on such preferred
stock are cumulative, (B) such securities provide for the
periodic payment of dividends thereon in cash in U.S. dollars or
euros and do not provide for conversion or exchange into, or
have warrants attached entitling the holder to receive, equity
capital at any time over the respective lives of such
securities, (C) the issuer of such a preferred stock has common
stock listed on either the New York Stock Exchange or NYSE Amex
Equities, (D) the issuer of such a preferred stock has a senior
debt rating from Moody's of Baa1 or higher or a preferred stock
rating from Moody's of Baa3 or higher and (E) such preferred
stock has paid consistent cash dividends in U.S. dollars or
euros over the last three years or has a minimum rating of A1
(if the issuer of such preferred stock has other preferred
issues outstanding that have been paying dividends consistently
for the last three years, then a preferred stock without such a
dividend history would also be eligible).  In addition, the
preferred stocks must have the following diversification
requirements: (x) the preferred stock issue must be greater than
$50 million and (y) the minimum holding by the Corporation of
each issue of preferred stock is $500,000 and the maximum
holding of preferred stock of each issue is $5 million.  In
addition, preferred stocks issued by transportation companies
will not be considered Moody's Eligible Assets;

      (l)    Convertible securities (including convertible
preferred stock), provided that (A) the issuer of common stock
must have a Moody's senior unsecured debt of Caa or better, or a
rating of CCC or better by S&P or Fitch, (B) the common stocks
must be traded on the New York Stock Exchange, NYSE Amex
Equities, or the NASDAQ, (C) dividends must be paid in U.S.
dollars, (D) the portfolio of convertible bonds must be
diversified as set forth in the table set forth below and (E)
the company shall not hold shares exceeding the average weekly
trading volume during the preceding month;

      (m)    Common stock, preferred stock or any debt security of
REITs or real estate companies;

      (n)    Pooled investment vehicles including Business
Development Companies, Master Limited Partnerships Securities,
Private Investment Companies and Registered Investment
Companies;

      (o)    Foreign Currency Transactions;

      (p)    Moody's Derivatives Transactions; and

      (q)    Financial contracts, as such term is defined in
Section 3(c)(2)(B)(ii) of the 1940 Act  and other securities or
assets not otherwise provided for in this definition, but only
upon receipt by the Corporation of a letter from Moody's
specifying any conditions on including such financial contract
or other securities or assets in Moody's Eligible Assets and
assuring the Corporation that including such financial contract
or other securities or assets in the manner so specified would
not affect the credit rating assigned by Moody's to the Series C
Preferred Shares.

    TWENTY-SEVENTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Moody's
Industry and Sub-Industry Categories" in its entirety.

    TWENTY-EIGHTH : Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "Moody's
Exposure Period":

        "Moody's Exposure Period" means the period commencing
on a given Valuation Date and ending 49 days thereafter.

    TWENTY-NINTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's Industry
Classifications":

            "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 C Preferred Shares):

1.    Aerospace and Defense: Major Contractor, Subsystems,
Research, Aircraft Manufacturing, Arms, and 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, 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, Sulfur, Plastics,
Plastic Products, Abrasives, Coatings, Paints,
Varnish, Fabricating

7.    Containers, 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 Communicating 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, House wares, 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, and 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.

    THIRTIETH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Mortgage Pass-
Through Certificates":

        "Mortgage Pass-Through Certificates" means publicly-
issued instruments maintaining at least AA- ratings by S&P.
Certificates evidence proportional, undivided interests in pools
of whole residential mortgage loans.  Pass-through certificates
backed by pools of convertible adjustable rate mortgages (ARMs)
are acceptable as eligible collateral at 5 points above the
levels established for pass-through certificates backed by fixed
or non-convertible ARM pools.

    THIRTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Paying Agent" in
its entirety and inserting in lieu thereof the following:

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

    THIRTY-SECOND: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Preferred
Stocks" in its entirety.

    THIRTY-THIRD: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Private
Investment Companies":

        "Private Investment Companies" means investment
companies that are structured to be exempt under the 1940 Act.

    THIRTY-FOURTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Quarterly
Valuation Date" in its entirety.

    THIRTY-FIFTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Registered
Investment Company":

        "Registered Investment Company" means an investment
company, such as an open-end or closed-end mutual fund, which
files a registration statement with the Commission and meets all
requirements of the 1940 Act.

    THIRTY-SIXTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "S&P Rating Factor"
in its entirety.

    THIRTY-SEVENTH: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "S&P Discount
Factor":

            "S&P Discount Factor" means:
Type of S&P Eligible Asset        Discount Factor for AAA Rating
Common Stocks (including ADRs)
     Small cap stocks......                236.13%
     Mid cap stocks.............................190.13%
     Large cap Stocks...........................174.94%
DRD Eligible Preferred Stock with a senior
or preferred stock rating of at least BBB        312.57%
Non-DRD Eligible Preferred Stock with a
senior or preferred stock rating of at
least BBB                            201.36%
DRD Eligible Preferred Stock with a senior
or preferred stock rating below BBB            317.57%
Non-DRD Eligible Preferred Stock with a
senior or preferred stock rating below BBB-    206.36%
Convertible bonds rated AAA to AAA-            161.53%
Convertible bonds rated AA+ to AA-            168.00%
Convertible bonds rated A+ to A-            174.46%
Convertible bonds rated BBB+ to BBB-        180.93%
Convertible bonds rated BB+ to BB-            187.39%
Convertible bonds rated B+ to B            193.86%
Convertible bonds rated CCC                200.32%
Short-Term Money Market Instruments with
maturities of 180 days or less            104.2%
Short-Term Money Market Instruments with
maturities of between 181 and 360 days        113.3%
U.S. Government Securities (52 week Treasury
Bills)                            106.1%
U.S. Government Securities (Two-Year
Treasury Notes)                        109.8%
U.S. Government Securities (Five-Year
Treasury Notes)                        115.8%
U.S. Government Securities (Ten-Year
Treasury Notes)                        122.6%
U.S. Government Securities (Thirty-Year
Treasury Bonds)                        128.0%
Agency Mortgage Collateral (Fixed 15-Year)    130.2%
Agency Mortgage Collateral (Fixed 30-Year)    132.8%
Agency Mortgage Collateral (ARM 1/1)        122.7%
Agency Mortgage Collateral (ARM 3/1)        123.3%
Agency Mortgage Collateral (ARM 5/1)        123.7%
Agency Mortgage Collateral (ARM 10/1)        123.9%
Bank Loans (S&P Loan Category A)            117.79%
Bank Loans (S&P Loan Category B)            125.47%
Bank Loans (S&P Loan Category C)            154.08%
Bank Loans (S&P Loan Category D)            178.25%
Corporate Bonds rated at least AAA            109.6%
Corporate Bonds rated at least AA+            111.0%
Corporate Bonds rated at least AA            112.4%
Corporate Bonds rated at least AA-.            113.7%
Corporate Bonds rated at least A+            115.3%
Corporate Bonds rated at least A            116.4%
Corporate Bonds rated at least A-            117.7%
Corporate Bonds rated at least BBB+            119.9%
Corporate Bonds rated at least BBB            121.5%
Corporate Bonds rated at least BBB-            123.2%
Corporate Bonds rated at least BB+            136.4%
Corporate Bonds rated at least BB            136.6%
Corporate Bonds rated at least BB-            140.6%
Corporate Bonds rated at least B+            157.3%
Corporate Bonds rated at least B            171.3%
Corporate Bonds rated at least B-            187.9%
Corporate Bonds rated at least CCC+            193.7%
Corporate Bonds rated at least CCC            230.2%
Corporate Bonds rated at least CCC-            299.1%
Cash and Cash Equivalents                100%
Municipal Obligations rated AAA            143.39%
Municipal Obligations rated AA            146.39%
Municipal Obligations rated A                149.39%
Municipal Obligations rated BBB            152.39%
Municipal Obligations rated BB            175.11%
Municipal Obligations rated B                195.11%
Municipal Obligations rated CCC            215.11%
Unrated Municipal Obligations                220.00%
Common Stock of REITs and other real
estate companies                        152.82%
Mortgage Pass-Through Certificates 15-yr        132.0%
Mortgage Pass-Through Certificates 30-yr.        134.6%
Mortgage Pass-Through Certificates 1/1        126.3%
Mortgage Pass-Through Certificates 3/1        126.8%
Mortgage Pass-Through Certificates 5/1        127.2%
Mortgage Pass-Through Certificates 10/1        127.5%
Conventional/FHA/VA Mortgages and Whole
Loans 15-year                        134.1%
Conventional/FHA/VA Mortgages and Whole
Loans 30-year                        136.7%
Conventional/FHA/VA Mortgages and Whole
Loans 1/1                            130.3%
Conventional/FHA/VA Mortgages and Whole
Loans 3/1                            131.5%
Conventional/FHA/VA Mortgages and Whole
Loans 5/1                            131.5%
Conventional/FHA/VA Mortgages and Whole
Loans 10/1                            131.5%
Collateralized Mortgage Obligations (WAL
less than 5-years)                    135.0%
Collateralized Mortgage Obligations (WAL
more than 5-years and more than 10-years)        145.0%
FHA-Insured Multifamily Loans                190.0%
Asset-Backed Securities (ABS) (Automobile
loans and fixed-rate credit card
receivables with a weighted average life
(WAL) less than 5-years)                130.0%
ABS (Automobile loans and fixed-rate credit
card receivables with WAL more than 5-yr
and less than 10 years)                    140.0%
ABS (Floating-rate credit cards)            113.3%

Notwithstanding the foregoing, the S&P Discount Factor for
short-term Municipal Obligations will be 115% so long as such
Municipal Obligations are rated A-1 + or SP-1 + by S&P and
mature or have a demand feature exercisable within 30 days or
less, or 123% so long as such Municipal Obligations are rated A-
1 or SP-1 by S&P and mature or have a demand feature exercisable
in 30 days or less, or 125% if such Municipal Obligations are
not rated by S&P but are rated equivalent to A-1+ or SP-1+ by
another NRSRO, on a case by case basis; provided, however, that
any such non-S&P rated short-term Municipal Obligations which
have demand features exercisable within 30 days or less must be
backed by a letter of credit, liquidity facility or guarantee
from a bank or other financial institution with a short-term
rating of at least A-l+ from S&P; and further provided that such
non-S&P rated short-term Municipal Obligations may comprise no
more than 50% of short-term Municipal Obligations that qualify
as S&P Eligible Assets; provided, however, that Municipal
Obligations not rated by S&P but rated equivalent to BBB or
lower by another NRSRO, rated BB+ or lower by S&P or non-rated
(such Municipal Obligations are hereinafter referred to as "High
Yield Securities") may comprise no more than 20% of the short-
term Municipal Obligations that qualify as S&P Eligible Assets;
(i) the S&P Discount Factor for Receivables for Municipal
Obligations Sold (as defined below) that are due in more than
five Business Days from such Valuation Date will be the S&P
Discount Factor applicable to the Municipal Obligations sold;
(ii) no S&P Discount Factor will be applied to cash or to
Receivables for Municipal Obligations Sold if such receivables
are due within five Business Days of such Valuation Date; and
(iii) in the case of any Municipal Obligation that is not rated
by S&P but qualifies as an S&P Eligible Asset pursuant to clause
(iii) of that definition, such Municipal Obligation will be
deemed to have an S&P rating one full rating category lower than
the S&P rating category that is the equivalent of the rating
category in which such Municipal Obligation is placed by a
NRSRO.  "Receivables for Municipal Obligations Sold," for
purposes of calculating S&P Eligible Assets as of any Valuation
Date, means the book value of receivables for Municipal
Obligations sold as of or prior to such Valuation Date.  The
Corporation may adopt S&P Discount Factors for Municipal
Obligations other than Municipal Obligations, provided that S&P
advises the Corporation in writing that such action will not
adversely affect its then current rating on the Series C
Preferred.  For purposes of the foregoing, Anticipation Notes
(i.e., notes that will be paid with the proceeds from subsequent
bond issues, from tax revenue or other revenue anticipated to be
received by a government entity) rated SP-1+ or, if not rated by
S&P, equivalent to A-l+ or SP-1+ by another NRSRO, on a case by
case basis, which do not mature or have a demand feature at par
exercisable in 30 days and which do not have a long-term rating,
shall be considered to be short-term Municipal Obligations.

            The S&P Discount Factor applied to cash, cash
equivalents and demand deposits in an "A-l+" rated institution
will be 100%.  "A-1+" rated commercial paper, with maturities no
greater then 30 calendar days and held instead of cash until
maturity is valued at 100%.  Securities with next-day maturities
invested in "A-1+" rated institutions are considered cash
equivalents and are valued at 100%.  Securities maturing in 181
to 360 calendar days are valued at 114.2%.

            The S&P Discount Factor for shares of unrated
affiliated money market funds (money market mutual funds meeting
the requirements of Rule 2a-7 under the 1940 Act) used as
"sweep" vehicles will be 110%.  Money market funds rated "AAAm"
will be discounted at the appropriate level as dictated by the
S&P Exposure Period.  No S&P Discount Factor will be applied to
money market funds rated AAAm by S&P with effective next day
maturities.

            Receivables due within five business days of a
Valuation Date will be treated as cash and are valued at 100%.

            Receivables that are due in more than five business
days of a Valuation Date qualify as an S&P Eligible Asset at a
value no greater than the settlement price discounted at the
applicable credit rating and/or exposure period discount factor.

            For purposes of determining the discount factors
applicable to Municipal Obligation collateral not rated by S&P,
the collateral will carry an S&P rating one full rating category
lower than the equivalent S&P rating.

    THIRTY-EIGHTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "S&P Eligible
Assets" in its entirety and inserting in lieu thereof the
following:

            "S&P Eligible Assets" means:

       (a)    Deposit Securities;

       (b)    U.S. Government Securities and U.S. Government Agencies;

       (c)    Corporate Bonds/Indebtedness.  Evidences of
       indebtedness other than Deposit Securities, U.S.
       Government Securities and Municipal Obligations that
       are not convertible into or exchangeable or
       exercisable for stock of a corporation (except to the
extent of ten percent (10%) in the case of a share
       exchange or tender offer) ("Other Debt") and that
       satisfy all of the following conditions:

       (i)    no more than 10% of the Other Debt may be unrated;

       (ii)    the remaining term to maturity of such Other
       Debt shall not exceed thirty (30) years;

       (iii)    and such Other Debt must provide for
       periodic interest payments in cash over the
       life of the security;

       (iv)    the issuer of such evidences of indebtedness
       files periodic financial statements with the
       Commission; provided, however, non-rated
       evidences of such indebtedness or issuers of
       Other Debt may not constitute more than 10%
       of the Corporation's Other Debt;
       (d)    Convertible Corporate Indebtedness.

       (e)    Agency Mortgage Collateral.  The following
       conditions apply for Agency Mortgage Collateral:

       (i)    For GNMA certificates backed by pools of
       graduated payment mortgages, levels are 20
       points above established levels;

       (ii)    Qualifying "large pool" FNMA mortgage-backed
       securities and FHLMC participation
       certificates are acceptable as eligible
       collateral.  The eligible fixed-rate
       programs include FNMA MegaPools, FNMA
       Majors, FHLMC Multilender Swaps, and FHLMC
       Giant certificates.  Eligible ARMs programs
       include nonconvertible FNMA ARM MegaPools
       and FHLMC weighted average coupon ARM
       certificates.  Eligible FHLMC Giant programs
       exclude interest-only and principal only
       stripped securities;

       (iii)    FNMA certificates backed by multifamily ARMs
       pegged to the 11th District Cost of Funds
       Index are acceptable as eligible collateral
       at 5 points above established levels; and
       (iv)    Multiclass REMICs issued by FNMA and FHLMC
       are acceptable as eligible collateral at the
       collateral levels established for CMOs.

       (f)    Mortgage Pass-Through Certificates.

       (g)    Mortgage-Backed Securities (i.e., debt
       obligations that represent claims to cash flows from
       pools of mortgage loans).

       (i)    Mortgage Pass-Through Certificates are
       publicly issued instruments rated at least
       'AA-' by S&P.  Pass-throughs backed by pools
       of convertible adjustable-rate mortgages
       (ARMs) are discounted at an additional five
       percentage points above the levels
       established for pass-throughs backed by
       fixed or non-conventional ARM pools.

(ii)    Fixed-Rate and Adjustable-rate mortgage
       collateral (Conventional/FHA/VA and Whole
       Loans) Pool must consist of at least 100
       loans each secured by single-family, one-
       unit, detached primary residence.  25% of
       the total pool may have an LTV greater than
       80% but less than or equal to 90%.  10% may
       have an original LTV of no greater than 95%.
       Loans with LTV greater than 80% must have a
       'AA' rated primary mortgage insurance.  25%
       may have balances between $400,000 and
       $600,000, provided the maximum size of any
       loan is appropriate with respect to the
       market area of the originator.  10% of the
       pool may represent condominiums that are
       four stories or less.  High LTVs, high loan
       balance, and condominiums, in aggregate,
       should not exceed 35% of the pool.

       (iii)    FHAA-Insured Multifamily Loans must have a
       minimum principal balance of $100,000 and
       have at least a one-year remaining maturity.
       The aggregate market value of any one loan
       may not exceed 5% of the aggregate market
       value of the portfolio.  Such loans should
       be initially included in minimum blocks of
       $5 million.  Project loans must have at
       least a 90% occupancy rate at the time the
       loan is pledged.  After 90 days defaulted
       mortgage loans must be valued at zero.  A
       loan in default should be liquidated or
       substituted within a 90-day period.

       (iv)    Collateralized Mortgage Obligations;

       (h)    Rule 144A Securities;

       (i)    Senior Loans, provided, however, that the initial
       issue amount (facility size) is at least $100 million.
       The minimum accepted holding size (notional amount) of
       any given loan not rated by S&P, Moody's or Other
       Rating Agency is at least $1 million, provided, that
       participation loans are limited to not more than 10%
       of the aggregate value of the S&P Eligible Asset.  For
       loans rated by S&P, Moody's or Other Rating Agency,
       there is no minimum accepted holding size.  Senior
       Loan Participations and non-Senior Loans will qualify
       as S&P Eligible Assets only up to an aggregate maximum
       of 15% of the Corporation's total assets.  These
       levels apply to U.S. lenders only; any international
       loans are excluded.

       (j)    Preferred stocks that satisfy all of the
       following conditions:

       (i)    The preferred stock issue has a senior
       rating from S&P, or the preferred issue must
       be rated.  In the case of Yankee preferred
       stock, the issuer should have an S&P senior
       rating of at least  BBB-, or the preferred
       issue must be rated at least BBB-.

       (ii)    The issuer, or if the issuer is a special
       purpose corporation, its parent, is listed
       on either the New York Stock Exchange, the
       NYSE Amex Equities or NASDAQ if the traded
       par amount is less than $1,000.  If the
       traded par amount is $1,000 or more exchange
       listing is not required.
       (iii)    The collateral pays cash dividends
       denominated in U.S. dollars.

       (iv)    Private placements under Rule 144A with
       registration  rights are S&P Eligible
       Assets.

       (v)    The minimum market capitalization of
       eligible issuers is $100 million.

       (k)    Restrictions for floating-rate preferred stock:

       (i)    Holdings must be limited to preferred stock
       with a dividend period of less than or equal
       to 49 days, except for a new issue, where
       the first dividend period may be up to 64
       days.

       (ii)    The floating-rate preferred stock may not
       have been subject to a failed auction.

       (l)    Restrictions for adjustable- or auction-rate
       preferred stock:

       (i)    The total fair market value of adjustable-
       rate preferred stock held in the portfolio
       may not exceed 10% of eligible assets.

       (m)    Concentration Limits:

       (i)    Total issuer exposure in preferred stock of
       any one issuer is limited to 10% of the fair
       market value of S&P Eligible Assets.

       (ii)    Preferred stock rated below B- (including
       non-rated preferred stock) are limited to no
       more than 15% of the fair market value of
       the S&P Eligible Assets.

       (iii)    Add 5 points to over-collateralization level
       for issuers with a senior rating or
       preferred stock rating of less than BBB-.
       (iv)    Add 10 point to over-collateralization level
       of issuers with no senior rating, preferred
       stock rating or dividend history.

       (n)    Common Stocks (including ADRs).  Common stocks
       that satisfy all of the following conditions:

       (i)    Each stock must have a minimum market
       capitalization of at least $100 million.

       (ii)    Restricted stocks (144A securities) or any
       pink sheet stocks (generally, stocks that
       are not carried in daily over-the-counter
       newspaper listings) are ineligible.

       (iii)    The issuer may not hold any equity unless it
       has been listed on an exchange or traded for
       more than one year and one quarter, or 15
       months (eligible stock exchanges are the New
       York Stock Exchange, NYSE Amex Equities,
       Philadelphia Stock Exchange, Boston Stock
       Exchange, Washington Stock Exchange, Midwest
       Stock Exchange, NASDAQ, and National Market
       Quotations).

       (iv)    The collateral is owned by the Corporation,
       or the trustee or collateral agent has a
       first perfected priority security interest
       in the collateral.  (For S&P's perfection of
       Security Interest Criteria, see Legal
       Criteria For Structured Finance
       Transactions, October 2006.)
       Note:  Add 20 percentage points to the
       overcollateralization level for common stock that do
       not meet the requirement of item (m)(iv) above.

       (o)    Municipal Obligations.  A Municipal Obligation
       owned by the Corporation that (i) is interest bearing
       and pays interest at least semi-annually; (ii) is
       payable with respect to principal and interest in U.S.
       Dollars; (iii) has an original issuance size of $10
       million or greater and any securities with an issuance
       size of under $10 million must be rated 'AA' or better
       by S&P; or, if not rated by S&P but rated AAA by
       another NRSRO, on a case by case basis; (iv) except
       for Inverse Floaters (i.e., a bond or other type of
       debt whose coupon rate has an inverse relationship to
       interest rates), is not part of a private placement of
       Municipal Obligations; (v) is issued by any of the 50
       states of the United States, its territories, and
       their subdivisions, counties, cities, towns, villages,
       and school districts; by agencies such as authorities
       and special districts created by the states; and by
       certain federally sponsored agencies such as local
       housing authorities.  Payments made on these bonds are
       exempt from federal income taxes and are generally
       exempt from state and local taxes in the state of
       issuance; and (vi) fifty percent of the aggregate fair
       market value of the pledged pool may be rated by a
       NRSRO other than S&P.  Notwithstanding the foregoing
       limitations:

       (i)    Municipal Obligations (excluding Escrow
       Bonds) of any one issuer or guarantor
       (excluding bond insurers) rated at least
       "BBB" by S&P or "A" by another NRSRO shall
       be considered S&P Eligible Assets only to
       the extent the Market Value of such
       Municipal Obligations (including short-term
       Municipal Obligations) does not exceed 10%
       of the aggregate Market Value of S&P
       Eligible Assets, provided that either (i) 2%
       is added to the S&P Discount Factor for
       every 1% by which the Market Value for any
       Isuer exceeds 5%, up to a maximum of 10% or

       (ii) 10% is added to the S&P Discount Factor
       for any issuer that exceeds 5% of the
       aggregate S&P Eligible Assets.  High Yield
       Securities of any one issuer shall be
       considered to be S&P Eligible Assets only to
       the extent the Market Value of such
       Municipal Obligations does not exceed 5% of
       the aggregate Market Value of S&P Eligible
       Assets;

       (ii)    Municipal Obligations not rated by S&P shall
       be considered S&P Eligible Assets only to
       the extent the Market Value of such
       Municipal Obligations does not exceed 50% of
       the aggregate Market Value of S&P Eligible
       Assets; provided, however, that High Yield
       Securities shall be considered S&P Eligible
       Assets only to the extent the Market Value
       of such Municipal Obligations does not
       exceed 20% of the aggregate Market Value of
       S&P Eligible Assets; and

       (iii)    Municipal Obligations issued by issuers in
       any one state or territory will be
       considered S&P Eligible Assets only to the
       extent the Market Value of such Municipal
       Obligations does not exceed 25% of the
       aggregate Market Value of S&P Eligible
       Assets; or
       (p)    Asset Backed Securities.  Receivables-backed
       tranches are publicly issued with a rating of "AA" or
       higher by S&P, tranches are current interest-bearing,
       fixed- or floating-rate, and are backed by automobile
       loans or credit card (fixed-rate only) receivables
       with an original issuance size of at least $200
       million.  No more than 25% of the total market value
       of the collateral can be from one private sector
       issuer.  With respect to floating-rate credit card
       receivables, not more than 25% of the collateral may
       be from one investment-grade private sector issuer.
       No more than 10% of the market value of the collateral
       may be from one noninvestment-grade private sector
       issuer.


       (q)    Escrow Bonds (i.e., a type of municipal
       obligation backed by escrow funds designed to make
       payments as outlined in the security's original
       indenture) may comprise 100% of the Corporation's S&P
       Eligible Assets.  Bonds that are legally defeased and
       secured by direct U.S. Government Securities are not
       required to meet any minimum issuance size
       requirement.  Bonds that are economically defeased or
       secured by other U.S. agency paper must meet the
       minimum issuance size requirement for the Corporation
       described above.  Bonds initially rated or re-rated as
       an Escrow Bond by another NRSRO are limited to 50% of
       the Corporation's S&P Eligible Assets, and carry one
       full rating lower than the equivalent S&P rating for
       purposes of determining the applicable discount
       factors.  Bonds economically defeased and either
       initially rated or re-rated by S&P or another NRSRO
       are assigned that same rating level as its debt
       issuer, and will remain in its original industry
       category.

The Corporation's portfolio must consist of no less than 20
issues representing no less than 10 industries as determined by
the S&P Global Industry Classification System.

Any asset of the Corporation that does not have an S&P Discount
Factor will be valued at $0.00.

    THIRTY-NINTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Exposure
Period":

        "S&P Exposure Period" means the sum of (i) that number
of days from the last Valuation Date on which the Corporation's
Discounted Value of S&P Eligible Assets were greater than the
Series C Preferred Basic Maintenance Amount to the Valuation
Date on which the Corporation's Discounted Value of S&P Eligible
Assets failed to exceed the Series C Preferred Basic Maintenance
Amount, (ii) the maximum number of days following a Valuation
Date that the Corporation has under these Article Supplementary
to cure any failure to maintain a Discounted Value of S&P
Eligible Assets at least equal to the Series C Preferred Basic
Maintenance Amount, and (iii) the maximum number of days the
Corporation has to effect a mandatory redemption under these
Articles Supplementary.

    FORTIETH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Hedging
Transactions":

            "S&P Hedging Transactions" means for so long as any
Series C Preferred are rated by S&P, the Corporation will not
purchase or sell futures contracts, write, purchase or sell
options on futures contracts or write put options (except
covered put options) or call options (except covered call
options) on portfolio securities unless it receives written
confirmation from S&P that engaging in such transactions will
not impair the ratings then assigned to Series C Preferred by
S&P, except that the Corporation may, notwithstanding any
limitations in paragraph 10 of this Article I,  purchase or sell
futures contracts and engage in swaps, caps, floors, and
collars, reverse repurchase or repurchase agreements, short
sales, write, purchase or sell put and call options on such
contracts (collectively, "S&P Hedging Transactions"), subject to
the following limitations:
            Futures and Options

       (a)    S&P Hedging Transactions may not exceed the
       notional value of the Preferred Stock that
       is outstanding;

       (b)    the Corporation will engage in closing
       transactions to close out any outstanding
       futures contract which the Corporation owns
       or has sold or any outstanding option
       thereon owned by the Corporation in the
       event (A) the Corporation does not have S&P
       Eligible Assets with an aggregate Discounted
       Value equal to or greater than the Series C
       Preferred Basic Maintenance Amount on two
       consecutive Valuation Dates and (B) the
       Corporation is required to pay variation
       margin on the second such Valuation Date;

       (c)    the Corporation will engage in a Closing
       Transaction to close out any outstanding
       futures contract or option thereon in the
       month prior to the delivery month under the
       terms of such futures contract or option
       thereon unless the Corporation holds the
       securities deliverable under such terms or
       the contract or option is to be settled in
       cash; and

       (d)    when the Corporation writes a futures
       contract or option thereon, it will either
       maintain an amount of cash, cash equivalents
       or liquid securities in a segregated account
       with the Corporation's custodian, so that
       the amount so segregated plus the amount of
       initial margin and variation margin held in
       the account of or on behalf of the
       Corporation's broker with respect to such
       futures contract or option equals the Market
       Value of the futures contract or option, or,
       in the event the Corporation writes a
       futures contract or option thereon which
       requires delivery of an underlying security,
       it shall hold such underlying security in
       its portfolio.

Credit Default Swaps entered into according to
International Swap Dealers Association ('ISDA') standards
if premiums not paid in advance will be counted as a
liability for purpose of the asset coverage test; the
Corporation is not the seller of credit protection.

            Interest Rate Swaps

       (a)    the Corporation may engage in interest rate
       swaps if it is accordance to International
       Swap Dealers Association ('ISDA') standards,
       (b)    the counterparty to the swap transaction has
       a minimum short-term rating of `A-1' or
       equivalent by S&P, or, if the counterparty
       does not have a short-term rating, the
       counterparty's minimum senior unsecured
       long-term debt rating is `A-', or equivalent
       by S&P, or higher,

       (c)    The original aggregate notional amount of
       the interest rate swap transaction or
       transactions is not to be greater than the
       liquidation preference of the Preferred
       Stock,

       (d)    The interest rate swap transaction will be
       marked-to-market weekly by the swap
       counterparty. If the Corporation fails to
       maintain an aggregate discounted value at
       least equal to the basic maintenance amount
       on two consecutive Valuation Dates then the
       agreement shall terminate immediately,

       (e)    For the purpose of calculating the asset
       coverage test, 90% of any positive mark-to-
       market valuation of the Corporation's rights
       will be S&P Eligible Assets and 100% of any
       negative mark-to-market valuation of the
       Corporation's rights will be included in the
       calculation of the Series C Preferred Basic
       Maintenance Amount,

       (f)    The Corporation must maintain liquid assets
       with a value at least equal to the net
       amount of the excess, if any, of the
       Corporation's obligations over its
       entitlement with respect to each swap.  If
       the swap agreement is not on a net basis, it
       must maintain liquid and unencumbered assets
       with a value at least equal to the full
       amount of the Corporation's accrued
       obligations under the agreement.  For caps
       and floors, the Corporation must maintain
       liquid assets with a value at least equal to
       the Corporation's obligations with respect
       to such caps or floors.

            Short Sales

The Corporation may engage in short sales of
securities or short sales against the box if:

       (a)    the Corporation segregates liquid and
       unencumbered assets in an amount that when
       combined with the amount of collateral
       deposited with the broker in connection with
       the short sale equals the current market
       value of the security sold short or if the
       Corporation enters into a short sale against
       the box, it is required to segregate
       securities equivalent in kind and amount to
       the securities sold short and is required to
       hold such securities while the short sale is
       outstanding.

       (b)    The transaction will be marked-to-market
       daily by the counterparty.

            Margin Purchase

       (a)    the Corporation segregates liquid and
       unencumbered assets in an amount that when
       combined with the amount of collateral
       deposited with the broker in connection with
       the margin purchase equals the current net

    obligation of the Corporation.

       (b)    The transaction will be marked-to-market
       daily by the counterparty.

            Reverse Repurchase Agreement

The Corporation may engage in reverse repurchase
agreements if:

       (a)    the counterparty is rated at least A-/A-1
       and the agreement matures in 30 days or
       less, or

       (b)    the counterparty must be rated AA-/A-1+ if
       the transaction matures in more than 30 days
       but less than 183 days,
       (c)    and the securities are marked-to-market
       daily by the counterparty.

For purposes of determining whether the Corporation
has S&P Eligible Assets with a Discounted Value that
equals or exceeds the Series C Preferred Basic
Maintenance Amount, the Discounted Value of cash or
securities held for the payment of initial margin or
variation margin shall be zero and the aggregate
settlement value of the transaction shall be reduced
by an amount equal to the S&P Discount Factor for that
asset.

The Corporation's obligations to any counterparty
under an S&P Hedging Transaction shall be counted as a
liability that is senior to the preferred in
calculating the Series C Preferred Basic Maintenance
Amount.

    FORTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Industry
Classifications":
            "S&P Industry Classifications" means for the purpose
of determining S&P Eligible Assets, each of the following
industry classifications (as defined by the S&P Global Industry
Classification System):

Aerospace & Defense                Industrial Conglomerates
Air Freight and Logistics Airlines        Insurance
Automobiles                        Internet & Catalog Retail
Automobile Components                Internet Software & Services
Beverages                        IT Services
Biotechnology                    Leisure Equipment & Products
Building Products                    Machinery
Cable                            Marine
Capital Markets                    Media
Computers & Peripherals                Metals & Mining
Commercial Banks                    Office Electronics
Commercial Services & Supplies        Oil & Gas
Communications Equipment            Packaging and Containers
Construction & Engineering            Paper & Forest Products
Consumer Finance                    Personal Products
Containing & Packaging                Pharmaceuticals
Distributors                    Real Estate
Diversified Financial Services        Retail
Diversified Telecommunication         Services
Road & Rail                        Electric Utilities
Software                        Electrical Equipment
Specialty Retail                    Electronic Equipment & Instrument
Semiconducters and Semi             Conducter
Energy Equipment & Services            Equipment
Food & Staples Retailing            Textiles, Apparel and
Luxury Goods                    Food Products
Thrift & Mortgage Finance            Gas Utilities
Tobacco                        Healthcare Equipment & Supplies
Trading Companies & Distributors        Healthcare Providers & Services
Transportation and Infrastructure        Hotels, Restaurants & Leisure
Transportation Utilities Household
Durables                         Water Utilities
Household Products                 Wireless Telecommunication Services

The Corporation will use its discretion in determining which
industry classification is applicable to a particular investment
in consultation with its Independent Accountant and S&P, to the
extent the Corporation considers necessary.

    FORTY-SECOND: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Loan
Category":

            "S&P Loan Category" means the following four
categories (and, for purposes of this categorization, the Market
Value of an S&P Eligible Asset trading at par is equal to
$1.00):

       a.    "S&P Loan Category A" means Performing Senior
       Loans which have a Market Value greater than
       $0.90;

       b.    "S&P Loan Category B" means Performing Senior
       Loans which have a Market Value greater than or
       equal to $0.85 but equal to or less than $0.90;

       c.    "S&P Loan Category C" means non-Performing Senior
       Loans which have a Market Value greater than
       $0.85;

       d.    "S&P Loan Category D" means:

       (i)    Performing Senior Loans which have a Market
       Value less than $.85; and

       (ii)    Non-Performing Senior Loans which have a
       Market Value less than or equal to $.85.

       e.    "Performing" means that no default as to the
       payment of principal or interest has occurred and
       is continuing.

    FORTY-THIRD: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Senior Loan":

        "Senior Loan" means any secured Bank Loan that is not
subordinated by its terms to any other indebtedness of the
borrower.

    FORTY-FOURTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Senior Loan
Participation":

        "Senior Loan Participation" means participations by
the Corporation in a lender's portion of a Bank Loan where the
Corporation has a contractual relationship with such lender and
not the borrower.

    FORTY-FIFTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Series C Preferred
Basic Maintenance Amount" in its entirety and inserting in lieu
thereof the following:

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

    FORTY-SIXTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Short-Term Money
Market Instrument" in its entirety and inserting in lieu thereof
the following:

            "Short-Term Money Market Instrument" means the
following types of instruments if, on the date of purchase or
other acquisition thereof by the Corporation, the remaining term
to maturity thereof is not in excess of 180 days (or 270 days
for instruments rated at least Aaa for purposes of determining
Moody's Eligible Assets); or 360 days for purposes of
determining S&P's Eligible Assets:

       (i)    commercial paper rated either F-1 by Fitch or A-1
       by S&P if such commercial paper matures in 30
       days or P-1 by Moody's and either F-1+ by Fitch
       or A-1+ by S&P 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;

       (iv)    U.S. Government Obligations and Government
       Securities; and

       (v)    Eurodollar demand or time deposits in, or
       certificates of deposit of, the head office or
       the London branch office of a depository
       institution or trust company if the certificates
       of deposit, if any, and the long-term unsecured
       debt obligations (other than such obligations the
       ratings of which are based on the credit of a
       person or entity other than such depository
       institution or trust company) of such depository
       institution or trust company that have (1) credit
       ratings on each Valuation Date of at least P-1
       from Moody's and either F-1+ from Fitch or A-1+
       from S&P, in the case of commercial paper or
       certificates of deposit, and (2) credit ratings
       on each Valuation Date of at least Aa3 from
       Moody's and either AA from Fitch or AA- from S&P,
       in the case of long-term unsecured debt
       obligations; provided, however, that in the case
       of any such investment that matures in no more
       than one Business Day from the date of purchase
       or other acquisition by the Corporation, all of
       the foregoing requirements shall be applicable
       except that the required long-term unsecured debt
       credit rating of such depository institution or
       trust company from Moody's, Fitch and S&P shall
       be at least A2, A-2 and A, respectively; and
       provided further, however, that the foregoing
       credit rating requirements shall be deemed to be
       met with respect to a depository institution or
       trust company if (1) such depository institution
       or trust company is the principal depository
       institution in a holding company system, (2) the
       certificates of deposit, if any, of such
       depository institution or trust company are not
       rated on any Valuation Date below P-1 by Moody's,
       F-1+ by Fitch or A-1+ by S&P and there is no
       long-term rating, and (3) the holding company
       shall meet all of the foregoing credit rating
       requirements (including the preceding proviso in
       the case of investments that mature in no more
       than one Business Day from the date of purchase
       or other acquisition by the Corporation); and
       provided further, that the interest receivable by
       the Corporation shall not be subject to any
       withholding or similar taxes.

    FORTY-SEVENTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Transfer Agent"
in its entirety and inserting in lieu thereof the following:

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

    FORTY-EIGHTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "U.S. Government
Securities":

        "U.S. Government Securities" mean securities that are
direct obligations of, and obligations the timely payment of
principal and interest on which is fully guaranteed by, the
United States or any agency or instrumentality of the United
States, the obligations of which are backed by the full faith
and credit of the United States and in the form of conventional
bills, bonds and notes.

    FORTY-NINTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "VA Mortgage":

    "VA Mortgage" means a mortgage qualifying under the
mortgage loan program established by the United States
Department of Veterans Affairs to help veterans and their
families obtain home financing.

    FIFTIETH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Valuation Date" in
its entirety and inserting in lieu thereof the following:

        "Valuation Date" means the last Business Day of each
month, or for purposes of determining whether the Corporation is
maintaining the Series C Preferred Basic Maintenance Amount,
each business day commencing with the Date of Original Issue.

    FIFTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Whole Loan":

        "Whole Loan" means an investment representing an
original mortgage loan from a loan representing a participation
with one or more lenders.

    FIFTY-SECOND: The amendments set forth in these Articles of
Amendment were duly approved by the Board of Directors of the
Corporation in accordance with Article III of the Articles
Supplementary and the Maryland General Corporation Law.  No
stock entitled to be voted on the matter was outstanding or
subscribed for at the time of the approval of the amendments set
forth in these Articles of Amendment.

    FIFTY-THIRD: The amendments contemplated by these Articles
of Amendment do not increase the authorized stock of the
Corporation or the aggregate par value thereof.


         The undersigned President of The Gabelli Equity Trust
Inc., who executed these Articles of Amendment on behalf of the
Corporation, hereby acknowledges, in the name and on behalf of
the Corporation, that these Articles of Amendment are the
corporate act of the Corporation and states further, under the
penalties of perjury, that to the best of his knowledge,
information and belief, the matters and facts set forth herein
with respect to authorization and approval are true in all
material respects.

         IN WITNESS WHEREOF, The Gabelli Equity Trust Inc. has
caused these Articles of Amendment to be signed in its name and
on its behalf by its President and witnessed by its Secretary as
of this 27th day of May, 2009.

WITNESS:                        THE GABELLI EQUITY TRUST INC.
By:    /s/ Agnes Mullady        By:    /s/ Bruce N. Alpert
Name:  Agnes Mullady            Name:  Bruce N. Alpert
Title: Secretary                Title:  President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>get77q12.txt
<TEXT>
               The Global Equity Trust Inc.
                  Exhibit to Item 77Q1(a)

               AMENDED AND RESTATED BY-LAWS

                         OF

               THE GABELLI EQUITY TRUST INC.

                   A Maryland Corporation



                    ARTICLE I

                    STOCKHOLDERS

            SECTION 1.     Annual Meetings
            .  The annual meeting of the stockholders of
The Gabelli Equity Trust Inc. (the "Corporation") shall
be held on a date fixed from time to time by the Board
of Directors within the thirty-one (31) day period
ending four (4) months after the end of the
Corporation's fiscal year.  An annual meeting may be
held at any place in or out of the State of Maryland as
may be determined by the Board of Directors as shall be
designated in the notice of the meeting and at the time
specified by the Board of Directors.  Any business of
the Corporation may be transacted at an annual meeting
without being specifically designated in the notice
unless otherwise provided by statute, the Corporation's
Charter or these By-Laws.

            SECTION 2.     Special Meetings
            .  Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by
statute or by the Corporation's Charter, may be held at
any place within the United States, and may be called at
any time by the Board of Directors or by the President,
and shall be called by the President or Secretary at the
request in writing of a majority of the Board of
Directors or at the request in writing of stockholders
entitled to cast at least twenty-five (25) percent of
the votes entitled to be cast at the meeting upon
payment by such stockholders to the Corporation of the
reasonably estimated cost of preparing and delivering a
notice of the meeting by mail or, to the extent
permitted by applicable law, electronic mail or other
form of legally permissible electronic transmission
(which estimated cost shall be provided to such
stockholders by the Secretary of the Corporation).
Notwithstanding the foregoing, unless requested by
stockholders entitled to cast a majority of the votes
entitled to be cast at the meeting, a special meeting of
the stockholders need not be called at the request of
stockholders to consider any matter that is
substantially the same as a matter voted on at any
special meeting of the stockholders held during the
preceding twelve (12) months.  A written request shall
state the purpose or purposes of the proposed meeting.

            SECTION 3.     Notice of Meetings
            .  Written or printed notice of the purpose or
purposes and of the time and place of every meeting of
the stockholders shall be given by the Secretary of the
Corporation to each stockholder of record entitled to
vote at the meeting, by placing the notice in the mail
or, to the extent permitted by applicable law or
consented to by the stockholder, transmitting the notice
by electronic mail or other form of legally permissible
electronic transmission at least ten (10) days, but not
more than ninety (90) days, prior to the date designated
for the meeting addressed to each stockholder at his
address appearing on the books of the Corporation or
supplied by the stockholder to the Corporation for the
purposes of notice.  The notice of any meeting of
stockholders may be accompanied by a form of proxy
approved by the Board of Directors in favor of the
actions or persons as the Board of Directors may select.
Notice of any meeting of stockholders shall be deemed
waived by any stockholder who attends the meeting in
person or by proxy, or who before or after the meeting
submits a signed waiver of notice that is filed with the
records of the meeting. Notice directed to a stockholder
by electronic mail or other form of electronic
transmission may be transmitted to any address at which
the stockholder receives electronic mail or other
electronic transmissions.

            SECTION 4.     Quorum
            .  Except as otherwise provided by statute or
by the Corporation's Charter, the presence in person or
by proxy of stockholders of the Corporation entitled to
cast at least a majority of the votes entitled to be
cast shall constitute a quorum at each meeting of the
stockholders and all questions shall be decided by
majority vote of the shares so represented in person or
by proxy at the meeting and entitled to vote.  In the
absence of a quorum, the stockholders present in person
or by proxy at the meeting, by majority vote and without
notice other than by announcement at the meeting, may
adjourn the meeting from time to time as provided in
Section 5 of this Article I until a quorum shall attend.
The stockholders present at any duly organized meeting
may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.  The absence from any meeting
in person or by proxy of holders of the number of shares
of stock of the Corporation in excess of a majority that
may be required by the laws of the State of Maryland,
the Investment Company Act of 1940, or other applicable
statute, the Corporation's Articles of Incorporation or
these By-Laws, for action upon any given matter or
matters that may properly come before the meeting, so
long as there are present, in person or by proxy,
holders of the number of shares of stock of the
Corporation required for action upon the other matter or
matters.

            SECTION 5.     Adjournment
            .  Any meeting of the stockholders may be
adjourned from time to time, without notice other than
by announcement at the meeting at which the adjournment
is taken.  At any adjourned meeting at which a quorum
shall be present any action may be taken that could have
been taken at the meeting originally called.  A meeting
of the stockholders may not be adjourned to a date more
than one-hundred-twenty (120) days after the original
record date.

            SECTION 6.     Organization
            .  At every meeting of the stockholders, the
Chairman of the Board, or in his absence or inability to
act, the President, or in his absence or inability to
act, a Vice President, or in the absence or inability to
act of the Chairman of the Board, the President and all
the Vice Presidents, a chairman chosen by the
stockholders, shall act as chairman of the meeting.  The
Secretary, or in his absence or inability to act, a
person appointed by the chairman of the meeting, shall
act as secretary of the meeting and keep the minutes of
the meeting.

            SECTION 7.     Order of Business
            .  The order of business at all meetings of
the stockholders shall be as determined by the chairman
of the meeting.

            SECTION 8.     Voting
            .  Except as otherwise provided by statute or
the Corporation's Charter, each holder of record of
shares of stock of the Corporation having voting power
shall be entitled at each meeting of the stockholders to
one (1) vote for every share of stock standing in his
name on the records of the Corporation as of the record
date determined pursuant to Section 9 of this Article I.

            Each stockholder entitled to vote at any
meeting of stockholders may authorize another person or
persons to act for him by (i) a proxy signed by the
stockholder or his attorney-in-fact or (ii) transmitting
any authorization by telegram, cablegram, datagram,
electronic mail, or any other legally permissible
electronic or telephonic means in accordance with
procedures approved by an officer of the Corporation.
No proxy shall be valid after the expiration of eleven
(11) months from the date thereof, unless otherwise
provided in the proxy.  Every proxy shall be revocable
at the pleasure of the stockholder executing it, except
in those cases in which the proxy states that it is
irrevocable and in which an irrevocable proxy is
permitted by law.

            SECTION 9.     Fixing of Record Date for
Determining Stockholders Entitled to Vote at Meeting
            .  The Board of Directors may set a record
date for the purpose of determining stockholders
entitled to vote at any meeting of the stockholders.
The record date for a particular meeting shall be not
more than ninety (90) nor fewer than ten (10) days
before the date of the meeting.  All persons who were
holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to vote at
such meeting and any adjournment thereof.

            SECTION 10.     Inspectors
            .  The Board of Directors may, in advance of
any meeting of stockholders, appoint one (1) or more
inspectors to act at the meeting or at any adjournment
of the meeting.  If the inspectors shall not be so
appointed or if any of them shall fail to appear or act,
the chairman of the meeting may appoint inspectors.
Each inspector, before entertaining upon the discharge
of his duties, shall, if required by the chairman of the
meeting, take and sign an oath to execute faithfully the
duties of inspector at the meeting with strict
impartiality according to the best of his ability.  The
inspectors shall determine the number of shares
outstanding and the voting power of each share, the
number of shares represented at the meeting, the
existence of a quorum and the validity and the effect of
proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result,
and do those acts as are proper to conduct the election
or vote with fairness to all stockholders.  On request
of the chairman of the meeting or any stockholder
entitled to vote at the meeting, the inspectors shall
make a report in writing of any challenge, request or
matter determined by them and shall execute a
certificate of any fact found by them.  No director or
candidate for the office of director shall act as
inspector of an election of directors.  Inspectors need
not be stockholders of the Corporation.

            SECTION 11.     Consent of Stockholders in Lieu of Meeting
            .  Except as otherwise provided by statute or
the Corporation's Charter, any action required to be
taken at any annual or special meeting of stockholders,
or any action that may be taken at any annual or special
meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if the
following are filed with the records of stockholders'
meetings:  (a) a unanimous written consent that sets
forth the action and is signed by each stockholder
entitled to vote on the matter and (b) a written waiver
of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to
vote at the meeting.
ARTICLE II

               BOARD OF DIRECTORS

            SECTION 1.     General Powers
            .  Except as otherwise provided in the
Corporation's Charter, the business and affairs of the
Corporation shall be managed under the direction of the
Board of Directors.  All powers of the Corporation may
be exercised by or under authority of the Board of
Directors except as conferred on or reserved to the
stockholders by law, by the Corporation's Charter or by
these By-Laws.

            SECTION 2.     Number, Election and Term of Directors
            .  The number of directors shall be fixed from
time to time by resolution of the Board of Directors
adopted by a majority of the directors then in office.
The number of directors shall in no event be fewer than
three (3) nor more than nine (9) unless such number must
be increased pursuant to the terms of any class or
series of stock.  The Board of Directors shall be
divided into three classes.  Within the limits above
specified, the number of directors in each class shall
be determined by resolution of the Board of Directors or
by the stockholders at an annual meeting (or special
meeting called to elect additional directors in
accordance with terms of any class or series of stock).
The term of office of the first class shall expire on
the date of the first annual meeting of stockholders.
The term of office of the second class shall expire one
year thereafter.  The term of office of the third class
shall expire two years thereafter.  Upon expiration of
the term of office of each class as set forth above, the
number of directors in such class, as determined by the
Board of Directors, shall be elected for a term of three
years to succeed the directors whose terms of office
expire.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in
Section 5 of this Article, and each director elected
shall hold office until his successor shall have been
elected and shall have qualified, or until his death, or
until he shall have resigned or have been removed as
provided in these By-Laws, or as otherwise provided by
statute or the Corporation's Charter.  Any vacancy
created by an increase in directors may be filled in
accordance with Section 5 of this Article II.  No
reduction in the number of directors shall have the
effect of removing any director from office prior to the
expiration of his term unless the director is
specifically removed pursuant to Section 4 of this
Article II at the time of the decrease.  A director need
not be a stockholder of the Corporation, a citizen of
the United States or a resident of the State of
Maryland.
            SECTION 3.     Resignation
            .  A director of the Corporation may resign at
any time by giving written notice of his resignation to
the Board of Directors or the Chairman of the Board or
to the President or the Secretary of the Corporation.
Any resignation shall take effect at the time specified
in it or, should the time when it is to become effective
not be specified in it, immediately upon its receipt.
Acceptance of a resignation shall not be necessary to
make it effective unless the resignation states
otherwise.

            SECTION 4.     Removal of Directors
            .  Any director of the Corporation may be
removed by the stockholders with or without cause by a
vote of a majority of the votes entitled to be cast for
the election of directors.

            SECTION 5.     Vacancies
            .  Subject to the provisions of the Investment
Company Act of 1940 and the terms of any class or series
of stock, any vacancies in the Board of Directors,
whether arising from death, resignation, removal or any
other cause except an increase in the number of
directors, shall be filled by a vote of the majority of
the Board of Directors then in office even though that
majority is less than a quorum, provided that no vacancy
or vacancies shall be filled by action of the remaining
directors if, after the filling of the vacancy or
vacancies, fewer than two-thirds of the directors then
holding office shall have been elected by the
stockholders of the Corporation.  A majority of the
entire Board may fill a vacancy that results from an
increase in the number of directors other than vacancies
that holders of any class or series of the Corporation's
stock are entitled to fill pursuant to the terms of any
class or series of stock.  If the stockholders of any
class or series are entitled to separately elect one or
more directors, a majority of the remaining directors
elected by that class or series or the sole remaining
director elected by that class or series may fill any
vacancy among the number of directors elected by that
class or series.  In the event that at any time a
vacancy exists in any office of a director that may not
be filled by the remaining directors (and except as may
otherwise be provided by the terms of any class or
series of stock), a special meeting of the stockholders
shall be held as promptly as possible and in any event
within sixty (60) days, for the purpose of filling the
vacancy or vacancies.  Any director appointed by the
Board of Directors to fill a vacancy shall hold office
only until the next annual meeting of stockholders of
the Corporation and until a successor has been elected
and qualifies or until his earlier resignation or
removal.  Except as may otherwise be provided by the
terms of any class or series of stock, any director
elected by the stockholder to fill a vacancy shall hold
office for the balance of the term of the directors
whose death, resignation or removal occasioned the
vacancy and until a successor has been elected and
qualifies or until his earlier resignation or removal.

            SECTION 6.     Place of Meetings
            .  Meetings of the Board may be held at any
place that the Board of Directors may from time to time
determine or that is specified in the notice of the
meeting.

            SECTION 7.     Regular Meetings
            .  Regular meetings of the Board of Directors
may be held without notice at the time and place
determined by the Board of Directors.

            SECTION 8.     Special Meetings
            .  Special meetings of the Board of Directors
may be called by two (2) or more directors of the
Corporation or by the Chairman of the Board or the
President.

            SECTION 9.     Annual Meeting
            .  The annual meeting of the newly elected and
other directors shall be held as soon as practicable
after the meeting of stockholders at which the newly
elected directors were elected.   No notice of such
annual meeting shall be necessary if held immediately
after the adjournment, and at the site, of the meeting
of stockholders.  If not so held, notice shall be given
as hereinafter provided for special meetings of the
Board of Directors.

            SECTION 10.     Notice of Special Meetings
            .  Notice of each special meeting of the Board
of Directors shall be given by the Secretary as
hereinafter provided.  Each notice shall state the time
and place of the meeting and shall be delivered to each
director, either personally, by electronic mail or other
legally permissible electronic transmission or by
telephone or other standard form of telecommunication,
at least twenty-four (24) hours before the time at which
the meeting is to be held, or by first-class mail,
postage prepaid, addressed to the director at his
residence or usual place of business, and mailed at
least three (3) days before the day on which the meeting
is to be held.

            SECTION 11.     Waiver of Notice of Meetings
            .  Notice of any special meeting need not be
given to any director who shall, either before or after
the meeting, sign a written waiver of notice that is
filed with the records of the meeting or who shall
attend the meeting.

            SECTION 12.     Quorum and Voting
            .  One-third, but not fewer than two (2) of
the members of the entire Board of Directors shall be
present in person at any meeting of the Board so as to
constitute a quorum for the transaction of business at
the meeting, and except as otherwise expressly required
by statute, the Corporation's  Charter, these By-Laws,
the Investment Company Act of 1940, or any other
applicable statute, the act of a majority of the
directors present at any meeting at which a quorum is
present shall be the act of the Board.  In the absence
of a quorum at any meeting of the Board, a majority of
the directors present may adjourn the meeting to another
time and place until a quorum shall be present.  Notice
of the time and place of any adjourned meeting shall be
given to the directors who were not present at the time
of the adjournment and, unless the time and place were
announced at the meeting at which the adjournment was
taken, to the other directors.  At any adjourned meeting
at which a quorum is present, any business may be
transacted that might have been transacted at the
meeting as originally called.

            SECTION 13.     Organization
            .  The Board of Directors may designate a
Chairman of the Board, who shall preside at each meeting
of the Board.  In the absence or inability of the
Chairman of the Board to act, the President, or, in his
absence or inability to act, another director chosen by
a majority of the directors present, shall act as
chairman of the meeting and preside at the meeting.  The
Secretary (or, in his absence or inability to act, any
person appointed by the chairman) shall act as secretary
of the meeting and keep the minutes of the meeting.

            SECTION 14.     Committees
            .  The Board of Directors may designate one
(1) or more committees of the Board of Directors, each
consisting of two (2) or more directors.  To the extent
provided in the resolution, and permitted by law, the
committee or committees shall have and may exercise the
powers of the Board of Directors in the management of
the business and affairs of the Corporation.  Any
committee or committees shall have the name or names
determined from time to time by resolution adopted by
the Board of Directors.  Each committee shall keep
regular minutes of its meetings and provide those
minutes to the Board of Directors when required.  The
members of a committee present at any meeting, whether
or not they constitute a quorum, may appoint a director
to act in the place of an absent member.

            SECTION 15.     Written Consent of Directors in
Lieu of a Meeting
            .  Subject to the provisions of the Investment
Company Act of 1940, any action required or permitted to
be taken at any meeting of the Board of Directors or of
any committee of the Board may be taken without a
meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of the
proceedings of the Board or committee.

            SECTION 16.     Telephone Conference
            .  Members of the Board of Directors or any
committee of the Board may participate in any Board or
committee meeting by means of a conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each other
at the same time.  Participation by such means shall
constitute presence in person at the meeting.

            SECTION 17.     Compensation
            .  Each director shall be entitled to receive
compensation, if any, as may from time to time be fixed
by the Board of Directors, including a fee for each
meeting of the Board or any committee thereof, regular
or special, he attends.  Directors may also be
reimbursed by the Corporation for all reasonable
expenses incurred in traveling to and from the place of
a Board or committee meeting.

            SECTION 18.     Qualification
            .  Pursuant to the authority granted by
Section 2-403 of the Maryland General Corporation Law,
in order for a person who has been elected as a director
to qualify for service as a director, other than the
directors elected by the holders of the Corporation's
Preferred Stock, such person, upon the occurrence of an
event which, pursuant to the terms of the Corporation's
charter, permits a class of preferred stockholders of
the Corporation to elect a certain number of directors
that would otherwise be prohibited by the limitations of
Article VI of the Corporation's charter, shall resign.

            SECTION 19.     Acceptance of Resignations
            .  With respect to the resignations of
directors required by Section 18, such resignations
shall be accepted by the Corporation in the following
manner:  (a)  the Corporation shall accept the
resignations of the least number of directors required
in order to permit such preferred stockholders to elect
the appropriate number of directors as determined by the
relevant provision of the Corporation's charter; and (b)
the resignations shall be accepted in the order that
they were submitted to the Corporation (i.e., the
resignation that was submitted to the Corporation first
in time shall be accepted first by the Corporation, and
so on).  In the event that two or more resignations were
submitted at the same time, the acceptance of one or the
other resignation shall be at the discretion of the
Corporation.

            SECTION 20.     Restrictions on Amendment of
Certain Provisions
            .  Provisions of Sections 18 and 19 may not be
amended by the directors of the Corporation, only by a
vote of holders of a majority of the shares of stock of
the Corporation.
ARTICLE III

OFFICERS, AGENTS AND EMPLOYEES

            SECTION 1.     Number and Qualifications
            .  The officers of the Corporation shall be a
President, a Secretary and a Treasurer and Principal
Financial Officer, each of whom shall be elected by the
Board of Directors.  The Board of Directors may elect or
appoint one (1) or more Vice Presidents and may also
appoint any other officers, agents and employees it
deems necessary or proper.  Any two (2) or more offices
may be held by the same person,   but no officer shall
execute, acknowledge or verify in more than one (1)
capacity any instrument required by law to be executed,
acknowledged or verified in more than one capacity.
Officers shall be elected by the Board of Directors each
year at its first meeting held after the annual meeting
of stockholders, each to hold office until the meeting
of the Board following the next annual meeting of the
stockholders and until his successor shall have been
duly elected and shall have qualified, or until his
death, or until he shall have resigned or have been
removed, as provided in these By-Laws.  The Board of
Directors may from time to time elect such officers
(including one or more Assistant Vice Presidents, one or
more Assistant Treasurers and one or more Assistant
Secretaries) and may appoint, or delegate to the
President the power to appoint, such agents as may be
necessary or desirable for the business of the
Corporation.  Such other officers and agents shall have
such duties and shall hold their offices for such terms
as may be prescribed by the Board or by the appointing
authority.

            SECTION 2.     Resignations
            .  Any officer of the Corporation may resign
at any time by giving written notice of his resignation
to the Board of Directors, the Chairman of the Board,
the President or the Secretary.  Any resignation shall
take effect at the time specified therein or, if the
time when it shall become effective is not specified
therein, immediately upon its receipt.  The acceptance
of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation.

            SECTION 3.     Removal of Officer, Agent or Employee
            .  Any officer, agent or employee of the
Corporation may be removed by the Board of Directors
with or without cause at any time, and the Board may
delegate the power of removal as to agents and employees
not elected or appointed by the Board of Directors.
Removal shall be without prejudice to the person's
contract rights, if any, but the appointment of any
person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.

            SECTION 4.     Vacancies
            .  A vacancy in any office, whether arising
from death, resignation, removal or any other cause, may
be filled for the unexpired portion of the term of the
office that shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment to
the office.

            SECTION 5.     Compensation
            .  The compensation of the officers of the
Corporation shall be fixed by the Board of Directors,
but this power may be delegated to any officer with
respect to other officers under his control.

            SECTION 6.     Bonds or Other Security
            .  If required by the Board, any officer,
agent or employee of the Corporation shall give a bond
or other security for the faithful performance of his
duties, in an amount and with any surety or sureties as
the Board may require.

            SECTION 7.     President
            .  The President shall be the chief executive
officer of the Corporation.  In the absence or inability
of the Chairman of the Board (or if there is none) to
act, the President shall preside at all meetings of the
stockholders and of the Board of Directors.  The
President shall have, subject to the control of the
Board of Directors, general charge of the business and
affairs of the Corporation, and may employ and discharge
employees and agents of the Corporation, except those
elected or appointed by the Board, and he may delegate
these powers.

            SECTION 8.     Vice President
            .  Each Vice President shall have the powers
and perform the duties that the Board of Directors or
the President may from time to time prescribe.

            SECTION 9.     Treasurer and Principal Financial Officer
            .  Subject to the provisions of any contract
that may be entered into with any custodian pursuant to
authority granted by the Board of Directors, the
Treasurer and Principal Financial Officer shall have
charge of all receipts and disbursements of the
Corporation and shall have or provide for the custody of
the Corporation's funds and securities; he shall have
full authority to receive and give receipts for all
money due and payable to the Corporation, and to endorse
checks, drafts, and warrants, in its name and on its
behalf and to give full discharge for the same; he shall
deposit all funds of the Corporation, except those that
may be required for current use, in such banks or other
places of deposit as the Board of  Directors may from
time to time designate; and, in general, he shall
perform all duties incident to the office of Treasurer
and Principal Financial Officer and such other duties as
may from time to time be assigned to him by the Board of
Directors or the President.

            SECTION 10.     Secretary
            .  The Secretary shall:
                  (a)     keep or cause to be kept in one or
more books provided for the purpose, the minutes of all
meetings of the Board of Directors, the committees of
the Board and the stockholders;

                  (b)     see that all notices are duly given in
accordance with the provisions of these By-laws and as
required by law;

                  (c)     be custodian of the records and the
seal of the Corporation and affix and attest the seal to
all stock certificates of the Corporation (unless the
seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf
of the Corporation under its seal;

                  (d)     see that the books, reports,
statements, certificates and other documents and records
required by law to be kept and filed are properly kept
and filed; and

                  (e)     in general, perform all the duties
incident to the office of Secretary and such other
duties as from time to time may be assigned to him by
the Board of Directors or the President.

            SECTION 11.     Delegation of Duties
            .  In case of the absence of any officer of
the Corporation, or for any other reason that the Board
of Directors may deem sufficient, the Board may confer
for the time being the powers or duties, or any of them,
of such officer upon any other officer or upon any
director.

                    ARTICLE IV

                       STOCK

            SECTION 1.     Stock Certificates
            .  Unless otherwise provided by the Board of
Directors and permitted by law, each holder of stock of
the Corporation shall be entitled upon specific written
request to such person as may be designated by the
Corporation to have a certificate or certificates, in a
form approved by the Board, representing the number of
shares of stock of the Corporation owned by him;
provided, however, that certificates for fractional
shares will not be delivered in any case.  The
certificates representing shares of stock shall be
signed by or in the name of the Corporation by the
Chairman of the Board, the President or a Vice President
and by the Secretary or an Assistant Secretary or the
Treasurer and Principal Financial Officer or an
Assistant Treasurer and sealed with the seal of the
Corporation.   Any or all of the signatures or the seal
on the certificate may be facsimiles.  In case any
officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer,
transfer agent or registrar before the certificate is
issued, it may be issued by the Corporation with the
same effect as if the officer, transfer agent or
registrar was still in office at the date of issue.

            SECTION 2.     Stock Leger
            .  There shall be maintained a stock leger
containing the name and address of each stockholder and
the number of shares of stock of each class the
shareholder holds.   The stock leger may be in written
form or any other form which can be converted within a
reasonable time into written form for visual inspection.
The original or a duplicate of the stock leger shall be
kept at the principal office of the Corporation or at
any office or agency specified by the Board of
Directors.

            SECTION 3.     Transfer of Shares
            .  Transfers of shares of stock of the
Corporation shall be made on the stock records of the
Corporation only by the registered holder of the shares,
or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on
surrender of the certificate or certificates, if issued,
for the shares properly endorsed or accompanied by a
duly executed stock transfer power and the payment of
all taxes thereon.  Except as otherwise provided by law,
the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or
shares stand on the record of stockholders as the owner
of the share or shares for all purposes, including,
without limitation, the rights to receive dividends or
other distributions and to vote as the owner, and the
Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such
share or shares on the part of any other person.

            SECTION 4.     Regulations
            .  The Board of Directors may authorize the
issuance of uncertificated securities if permitted by
law.  If stock certificates are issued, the Board of
Directors may make any additional rules and regulations,
not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation.  The Board may appoint, or authorize any
officer or officers to appoint, one or more transfer
agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares
of stock to bear the signature or signatures of any of
them.

            SECTION 5.     Lost, Destroyed or Mutilated
Certificates
            .  The holder of any certificate representing
the shares of stock of the Corporation shall immediately
notify the Corporation of its loss, destruction or
mutilation and the Corporation may issue a new
certificate of stock in the place of any certificate
issued by it that has been alleged to have been lost or
destroyed or that shall have been mutilated.  The Board
may, in its discretion, require the owner (or his legal
representative) of a lost, destroyed or mutilated
certificate:  to give to the Corporation a bond in a
sum, limited or unlimited, and in a form and with any
surety or sureties, as the Board in its absolute
discretion shall determine, to indemnify the Corporation
against any claim that may be made against it on account
of the alleged loss or destruction of any such
certificate, or issuance of a new certificate.  Anything
herein to the contrary notwithstanding, the Board of
Directors, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.

            SECTION 6.     Fixing of Record Date for
Dividends, Distributions, etc
            .  The Board may fix, in advance, a date not
more than ninety (90) days preceding the date fixed for
the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for
securities of the Corporation, or for the delivery of
evidence of rights or evidences of interests arising out
of any change, conversion or exchange of common stock or
other securities, as the record date for the
determination of the stockholders entitled to receive
any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders or
record at the time so fixed shall be entitled to receive
such dividend, distribution, allotment, rights or
interests.

            SECTION 7.     Information to Stockholders and Others
            .  Any stockholder of the Corporation or his
agent may inspect and copy during the Corporation's
usual business hours the Corporation's By-Laws, minutes
of the proceedings of its stockholders, annual
statements of its affairs and voting trust agreements on
file at its principal office.
ARTICLE V

               INDEMNIFICATION AND INSURANCE

            SECTION 1.     Indemnification of Directors and Officers
            .  Any person who was or is a party or is
threatened to be made a party in any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal or administrative or investigative, by reason
of the fact that such person is a current or former
director or officer of the Corporation, or is or was
serving while a director or officer of the Corporation,
at the request of the Corporation as a director,
officer, partner, trustee, employee, agent or fiduciary
of another corporation, partnership, joint venture,
trust, enterprise or employee benefit plan, shall be
indemnified by the Corporation against judgments,
penalties, fines, excise taxes, settlements and
reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under
the Maryland General Corporation Law, the Securities Act
of 1933, as amended, and the Investment Company Act of
1940, as those statues are now or hereafter in force,
except  that such indemnity shall not protect any such
person against any liability to the Corporation or any
stockholder thereof to which such person would otherwise
be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling
conduct").

            SECTION 2.     Advances
            .  Any current or former director of officer
of the Corporation claiming indemnification within the
scope of this Article V shall be entitled to advances
from the Corporation for payment of the reasonable
expenses incurred by him in connection with proceedings
to which he is a party in the manner and to the full
extent permissible under the Maryland General
Corporation Law, the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as those
statutes are now or hereafter in force; provided
however, that the person seeking indemnification shall
provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met and
a written undertaking to repay any such advance, if it
should ultimately be determined that the standard of
conduct has not been met , and provided further that at
least one of the following additional conditions is met:
(a) the person seeking indemnification shall provide a
security in form and amount acceptable to the
Corporation for his undertaking; (b) the Corporation is
insured against losses arising by reason of the advance;
or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company
Act of 1940 nor parties to the proceeding
("disinterested non-party directors"), or independent
legal counsel, in a written opinion, shall determine,
based on a review of facts readily available to the
Corporation at the time the advance is proposed to be
made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be
entitled to indemnification.

            SECTION 3.     Procedure
            .  At the request of any current or former
director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of
Directors shall determine, or cause to be determined, in
a manner consistent with the Maryland General
Corporation Law, the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as those
statutes are now or hereafter in force, whether the
standards required by this Article V have been met;
provided, however, that indemnification shall be made
only following: (a) a final decision on the merits by a
court or other body before whom the proceeding was
brought that the person to be indemnified was not liable
by reason of disabling conduct or (b) in the absence of
such a decision, a reasonable determination, based upon
a review of the facts, that the person to be indemnified
was not liable by reason of disabling conduct, by (i)
the vote of a majority of a quorum of disinterested non-
party directors or (ii) an independent legal counsel in
a written opinion.

            SECTION 4.     Indemnification of Employees and Agents
            .  Employees and agents who are not officers
or directors of the Corporation may be indemnified, and
reasonable expenses may be advanced to such employees or
agents, in accordance with the procedures set forth in
this Article V to the extent permissible under Maryland
General Corporation Law, the Securities Act of 1933, as
amended, and the Investment Company Act of 1940 as those
statutes are now or hereafter in force, and to such
further extent, consistent with the foregoing, as may be
provided by action of the Board of Directors or by
contract.

            SECTION 5.     Other Rights
            .  The indemnification provided by this
Article V shall not be deemed exclusive of any other
right, with respect to indemnification or otherwise, to
which those seeking such indemnification may be entitled
under any insurance or other agreement, vote of
stockholders or disinterested directors or otherwise,
both as to action by a director or officer of the
Corporation in his official capacity and as to action by
such person in another capacity while holding such
office or position, and shall continue as to a person
who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and
administrators of such a person.

            SECTION 6.     Insurance
            .  The Corporation shall have the power to
purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of
the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or
employee benefit plan, against any liability asserted
against and incurred by him in any such capacity, or
arising out of his status as such, provided that no
insurance may be obtained by the Corporation for
liabilities against which it would not have the power to
indemnify him under this Article V or applicable law.

                   ARTICLE VI     SEAL

            The seal of the Corporation shall be circular
in form and shall bear the name of the Corporation, the
year of its incorporation, the words "Corporate Seal"
and "Maryland" and any emblem or device approved by the
Board of Directors.  The seal may be used by causing it
or a facsimile to be impressed or affixed or in any
other manner reproduced, or by placing the word "(seal)"
adjacent to the signature of the authorized officer of
the Corporation.

              ARTICLE VII     FISCAL YEAR

            SECTION 1.     Fiscal Year
            .  The Corporation's fiscal year shall be
fixed by the Board of Directors.

            SECTION 2.     Accountant
                  (a)     The Corporation shall employ an
independent public accountant or a firm of independent
public accountants of national reputation as its
Accountant to examine the accountants of the Corporation
and to sign and certify the financial statements filed
by the Corporation.  The Accountant's certificates and
reports shall be addressed both to the Board of
Directors and to the stockholders.  The employment of
the Accountant shall be conditioned upon the right of
the Corporation to terminate the employment forthwith
without any penalty by vote of a majority of the
outstanding voting securities at any stockholders'
meeting called for that purpose.

                  (b)     A majority of the members of the Board
of Directors who are not "interested persons" (as such
term is defined in the Investment Company Act of 1940,
as amended) of the Corporation shall select the
Accountant at any meeting held within 30 days before or
after the beginning of the fiscal year of the
Corporation or before the annual stockholders' meeting
in that year.  Such selection shall be submitted for
ratification or rejection at the next succeeding annual
stockholders' meeting.  If such meeting shall reject
such selection, the Accountant shall be selected by
majority vote of the Corporation's outstanding voting
securities, either at the meeting at which the rejection
occurred or at a subsequent meeting of stockholders
called for that purpose.

                  (c)     Any vacancy occurring between annual
meetings, due to the resignation of the Accountant, may
be filled by the vote of a majority of the members of
the Board of Directors who are not "interested persons"
of the Corporation, as that term is defined in the
Investment Company Act of 1940, at a meeting called for
the purpose of voting such action.

       ARTICLE VIII

       CUSTODY OF SECURITIES

            SECTION 3.     Employment of a Custodian
            .  The Corporation shall place and at all
times maintain in the custody of a Custodian (including
any sub-custodian for the Custodian) all funds,
securities and similar investments owned by the
Corporation.  The Custodian (and any sub-custodian)
shall be an institution conforming to the requirements
of Section 17(f) of the Investment Company Act of 1940
and the rules of the Securities and Exchange Commission
thereunder.  The Custodian shall be appointed from time
to time by the Board of Directors, which shall fix its
remuneration.

            SECTION 4.     Termination of Custodian Agreement
            .  Upon termination of the Custodian Agreement
or inability of the Custodian to continue to serve, the
Board of Directors shall promptly appoint a successor
Custodian, but in the event that no successor Custodian
can be found who has the required qualifications and is
willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the
stockholders to determine whether the Corporation shall
function without a Custodian or shall be liquidated.  If
so directed by vote of the holders of a majority of the
outstanding shares of stock entitled to vote of the
Corporation, the Custodian shall deliver and pay over
all property of the Corporation held by it as specified
in such vote.

       ARTICLE IX     AMENDMENTS

            These By-Laws may be amended or repealed by
the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the Board
of Directors, subject to the requirements of the
Investment Company Act of 1940, as amended.


                    As adopted, June 6, 1986
                    and as amended, March 19, 1998,
May 16, 2001, May 12, 2004, and February 26, 2009


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>get77q13.txt
<TEXT>
				The Gabelli Equity Trust Inc.
				   Exhibit to Item 77Q1(a)

				THE GABELLI EQUITY TRUST INC.
				ARTICLES OF AMENDMENT TO THE
				    ARTICLES SUPPLEMENTARY
				CREATING AND FIXING THE RIGHTS OF
			  6.20% SERIES F CUMULATIVE PREFERRED STOCK

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

     	FIRST: Article I of the Articles Supplementary
Creating and Fixing the Rights of 6.20% Series F Cumulative
Preferred Stock ("Articles Supplementary") is hereby amended by
inserting the definition of "Bank Loans":

		"Bank Loans" means direct purchases of, assignments
of, participations in and other interests in (a) any bank loan
or (b) any loan made by an investment bank, investment fund or
other financial institution, provided that such loan under this
clause (b) is similar to those typically made, syndicated,
purchased or participated by a commercial bank or institutional
loan investor in the ordinary course of business.

	SECOND: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Business Development
Company"

		"Business Development Company" (BDCs) means a type of
closed-end fund regulated under the 1940 Act whose shares are
typically listed for trading on a U.S. securities exchange. BDCs
are publicly-traded funds that typically invest in and lend to
small and medium-sized private and certain public companies that
may not have access to public equity markets for capital
raising. BDCs invest in such diverse industries as healthcare,
chemical and manufacturing, technology and service companies.

	THIRD: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Discount Factor":

		"Discount Factor" means (a) so long as Moody's is
rating the Series F Preferred Stock at the Corporation's
request, the Moody's Discount Factor, or (b) any applicable
discount factor established by any Other Rating Agency,
whichever is applicable.

	FOURTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Fitch":

		"Fitch" means Fitch Ratings.

	FIFTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Foreign Currency
Transactions":
		"Foreign Currency Transactions" means any technique
used by the Corporation to hedge its exposure to foreign
currencies, including forward foreign currency exchange
contracts.

	SIXTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Foreign Sovereign Debt":

		"Foreign Sovereign Debt" means debt issued by a
national government other than the United States.

	SEVENTH: Article I of the Articles Supplementary is hereby
amended by deleting the definition of "Market Value" in its
entirety and inserting in lieu thereof the following:

		"Market Value" means the market value of an asset of
the Corporation as computed as follows:  (i) Equity securities
listed or traded on a nationally recognized securities exchange
or traded in the U.S. over-the-counter market where trades are
reported contemporaneously and for which market quotations are
readily available, are valued at the last quoted sale or a
market's official closing price at the close of the exchange's
or other market's regular trading hours, as of or prior to the
time and day as of which such value is being determined.
Portfolio securities traded on more than one national securities
exchange or market are valued according to the broadest and most
representative market as determined by the Adviser. If there has
been no sale on the day the valuation is made, the securities
are valued at the closing bid price on the principal market for
such security on such day.  If no asked prices are quoted on
such day, then the security is valued at the closing bid price
on the principal market for such security on such day.  If no
bid or asked prices are quoted on such day, the security is
valued at the most recently available price.  (ii) Debt
instruments are valued based upon (a) the basis of prices
provided by a pricing service or (b) the lower of the value set
forth in bids from two independent dealers in securities, one of
which bids will be in writing.

	EIGHTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Master Limited
Partnership Securities":

            "Master Limited Partnership Securities" means the
following securities, restricted or unrestricted, issued by a
Master Limited Partnership (MLP) or an affiliate of an MLP: (1)
common units, (2) convertible subordinated units, (3) I-Shares,
(4) I-units and (5) debt securities.

	NINTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Moody's Derivatives
Transactions":

            "Moody's Derivatives Transactions" means, for so long
as any Series F Preferred Stock is rated by Moody's, the
Corporation may, notwithstanding the limitations in paragraph 7
of Article II, buy or sell financial futures contracts, write,
purchase or sell call options on financial futures contracts or
purchase put options on financial futures contracts or write
call options on portfolio securities, swaps and securities
lending unless it receives written confirmation from Moody's
that engaging in such transactions would impair the ratings then
assigned to the  preferred stock by Moody's, subject to the
following limitations:

            (a)	Futures and call options:  For purposes of the
Basic Maintenance Amount, futures held by the Corporation and
call options sold by the Corporation shall not be included as
Moody's Eligible Assets.  However, such assets shall be valued
at Market Value by subtracting the good faith margin and the
maximum daily trading variance as of a Valuation Date.  For call
options purchased by the Corporation, the Market Value of the
call option will be included as Moody's Eligible Assets subject
to a Moody's Discount Factor mutually agreed to between the
Corporation and Moody's based on the characteristics of the
option contract such as its maturity and the underlying security
of the contract.

            (b)	Securities lending:  To increase income, the
Corporation may lend its portfolio securities to securities
broker-dealers or financial institutions if (i) the loan is
collateralized in accordance with applicable regulatory
requirements and (ii) no loan will cause the value of all loaned
securities to exceed 20% of the value of its total assets.  For
purposes of calculating the Basic Maintenance Amount, such
securities lent shall be included as Moody's Eligible Assets
with the appropriate Moody's Discount Factor applied to such
lent security.  The obligation to return such collateral shall
not be included as an obligation/liability for purposes of
calculating the Basic Maintenance Amount.  However, the
Corporation may reinvest cash collateral for securities lent in
conformity with its investment objectives and policies and the
provisions of these Articles Supplementary.  In such event, the
Corporation may reinvest cash collateral to the extent that
securities lending collateral received is invested by the
Corporation in assets that otherwise would be Moody's Eligible
Assets and the value of such assets exceeds the amount of the
Corporation's Moody's Eligible Assets by applying the applicable
Moody's Discount Factor to this amount and adding the product to
total Moody's Eligible Assets.  Conversely, if the value of
assets in which securities lending collateral has been invested
is less then the amount of the Corporation's obligation to
return the collateral on a Valuation Date, such difference shall
be included as an obligation/liability of the Corporation for
purposes of calculating the Basic Maintenance Amount.
Collateral received by the Corporation in a securities lending
transaction and maintained by the Corporation in the form
received shall not be included as a Moody's Eligible Asset for
purposes of calculating the Basic Maintenance Amount.

            (c)	Interest rate swaps:  Only the cumulative
unsettled profit and loss from an interest rate swap transaction
will be calculated when determining the Basic Maintenance
Amount.  If the Corporation has an outstanding gain from an
interest rate swap transaction on a Valuation Date, the gain
will be included as a Moody's Eligible Asset subject to the
Moody's Discount Factor on the counterparty to the interest rate
swap transaction.  If the Corporation has an outstanding
liability from an interest rate swap transaction on a Valuation
Date, the Corporation will subtract the outstanding liability
from the total Moody's Eligible Assets in calculating the Basic
Maintenance Amount.

            If not otherwise provided for in (a)-(c) above,
derivative instruments will be included as Moody's Eligible
Assets subject to a Moody's Discount Factor as mutually agreed
to between the Corporation and Moody's.

	TENTH: Article I of the Articles Supplementary is hereby
amended by deleting the definition of "Moody's Discount Factor"
in its entirety and inserting in lieu thereof the following:

            "Moody's Discount Factor" means, with respect to a
Moody's Eligible Asset specified below, the following applicable
number:

            (a)	Corporate debt securities:  The percentage
determined by reference to the rating on such asset with
reference to the remaining term to maturity of such asset, in
accordance with the table set forth below (non convertibles).

                         Moody's Rating Category
Term to Maturity of
Corporate Debt

Security(1)       Aaa      Aa      A     Baa     Ba      B     Unrated(2)
1 year or less   109%   112%     115%    118%   137%    150%    250%
1 - 2 years     115     118     122     125     146     160     250
2 - 3 years     120     123     127     131     153     168     250
3 - 4 years     126     129     133     138     161     176     250
4 - 5 years    132     135     139     144     168     185     250
5 - 7 years    139     143     147     152     179     197     250
7 - 10 years   145     150     155     160     189     208     250
10 - 15 years   150     155     160     165     196     216     250
15 - 20 years  150     155     160     165     196     228     250
20 - 30 years  150     155     160     165     196     229     250
Greater than
  30 years     165     173     181     189     205     240     250

(1)	The Moody's Discount Factors above for corporate debt
securities shall also be applied to any interest rate swap
or cap, in which case the rating of the counterparty shall
determine the appropriate rating category.

(2)	Unless conclusions regarding liquidity risk as well as
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 debt security is unrated by
Moody's, S&P or Fitch, the Corporation will use the
percentage set forth under "Unrated" 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.  Split rated securities assigned
by S&P and Fitch will be accepted at the lower of the two
ratings.

For corporate debt securities that do not pay interest in U.S.
dollars, the fund sponsor will contact Moody's to obtain the
applicable currency conversion rates.

            (b)	Preferred stock:  The Moody's Discount Factor for
taxable preferred stock shall be:

			Aaa				150%
			Aa				155%
			A				160%
			Baa				165%
			Ba				196%
			B				216%
			<B or Not Rated		250%

			Middle Market Bank
			Non-cumulative
			perpetual preferreds	476%

       Investment Grade DRD	165%
       Preferred Stock
       Non-Investment Grade	216%
       DRD Preferred Stock

For non-cumulative preferred stock, the Discount Factor should
be amplified by 110%.
            (c)	Common stock:

Common Stocks(1)			Large Cap		Mid Cap	Small Cap
7 week exposure period		   200%		  205%	   220%

(1)  Market cap for large-cap stocks are $10 billion and up,
mid-cap stocks range between $2 billion and $10 billion, and
small-cap stocks are $2 billion and below.

            (d)	Convertible securities (including convertible
preferreds):

                                                        Non-
                                    Investment          Investment
Delta            Grade              Grade               Unrated
..00 - .40     Use Corporate Debt    Securities Table     250%
..41 - .80       192%                226%                 250%
..81 - 1.00       195%               229%                 250%

With respect to "structured synthetic convertible" securities,
the discount factors above should be grossed up by an
additional 20% of the base discount percentage.

            (e)	Common stock, preferred stock and corporate debt
securities of REITs:

      a.	For common stock and preferred stock of real
estate investment trusts ("REITs"), the Moody's
Discount Factor shall be the percentage specified in
the table set forth below:

Moody's Discount Factor
common stock of REITs					   154%
preferred stock of REITs
with a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):		   154%
without a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):		   208%

      b.	Notwithstanding the above, a Moody's
Discount Factor of 250% will be applied:  (a) to those
assets in a single NAREIT industry category/sector
which exceed 30% of Moody's Eligible Assets but are
not greater than 35% of Moody's Eligible Assets;
(b) if dividends on such securities have not been paid
consistently (either quarterly or annually) over the
previous three years, or for such shorter time period
that such securities have been outstanding; or (c) if
the market capitalization (including common stock and
preferred stock) of an issuer is below $500 million.

      c.	For corporate debt securities of REITs,
apply the Moody's Discount Factors listed above under
Corporate debt securities.

            (f)	Short-Term Instruments:  The Moody's Discount
Factor applied to short-term portfolio securities, including
without limitation corporate debt securities and Short-Term
Money Market Instruments will be (1) 100%, so long as such
portfolio securities mature or have a demand feature at par
exercisable within the Moody's Exposure Period and are rated Aaa
or at least Prime-1, V-Mig1, or equivalent, or be a rated money-
market fund; and (2) 115%, so long as such portfolio securities
do not mature within the Moody's Exposure Period or have a
demand feature at par not exercisable within the Moody's
Exposure Period.  A Moody's Discount Factor of 100% will be
applied to cash.

            (g)	U.S. Government Obligations and U.S. Treasury Strips:

       U.S.
          Government 		U.S. Treasury
         Obligations 		Strips Discount
Remaining Term to Maturity 	 Discount Factor		    Factor
1 year or less				107%			    107%
1 - 2 years					113 			    115
2 - 3 years					118			    121
3 - 4 years					123			    128
4 - 5 years					128			    135
5 - 7 years					135			    147
7 - 10 years				141			    163
10 - 15 years				146			    191
15 - 20 years				154			    218
20 - 30 years				154			    244

            (h)	Foreign Sovereign Debt:

             a.	Debt denominated in US$:

       Moody's Sovereign Debt Rating
                                                                     Below
                                                                      B &
Term to Maturity(2)     Aaa      Aa      A     Baa      Ba      B    Unrated
1 year or less          109%     112%   115%   118%    137%     150%   250%
2 years or less (but
longer than 1 year)     115     118     122     125     146     160     250
3 years or less (but
longer than 2 years)     120     123     127     131     153     168     250
4 years or less (but
longer than 3 years)     126     129    133     138     161     176     250
5 years or less (but
longer than 4 years)     132     135    139     144     168     185     250
7 years or less (but
longer than 5 years)     139     143    147     152     179     197     250
10 years or less (but
longer than 7 years)     145     150    155     160     189     208     250
15 years or less (but
longer than 10 years)     150     155    160     165     196     216     250
20 years or less (but
longer than 15 years)     150     155   160     165     196     228     250
30 years or less (but
longer than 20 years)     150     155   160     165     196     229     250
Greater than 30 years     165     173   181     189     205     240     250

             b.     For sovereign debt denominated in non-U.S.
       currency apply additional Currency Discount Factor:

Foreign Currency                    Currency Discount Factor
CAD Canadian Dollar                         107%
EUR Euro                                   111%
GBP British Pound                              115%
JPY Japanese Yen                              116%
AUD Australian Dollar                         113%
HKD Hong Kong Dollar                         140%
NZD New Zealand Dollar                         114%
NOK Norway Kroner                              111%
SEK Sweden Kronor                              113%
THB Thailand Baht                              295%
KRW South Korea Won                         295%
TWD Taiwan New Dollars                         135%
SGD Singapore Dollars                         135%
IDR Indonesia Rupiahs                         315%
INR India Rupees                              170%
MYR Malaysia Ringgits                         170%
CZK Czech Republic Koruny                    200%
PHP Philippines Pesos                         200%
HUF Hungary Forint                         200%
PLN Poland Zlotych                          200%
SKK Slovakia Koruny                         200%
TRY Turkey New Lira                         200%
RUB Russia Rubles                              200%
ZAR South Africa Rand                         200%
CLP Chile Pesos                              200%
MXN Mexico Pesos                              200%
COP Columbia Pesos                         200%
BRL Brazil Reais                              200%

(1)     If the Corporation invests in a security denominated in a
currency other than that found in the above table, contact
Moody's to obtain the applicable Currency Discount Factor
for such security.

            (i)     Foreign non-sovereign debt:  The Moody's Discount
Factor applied to non-sovereign debt obligations will be (A) in
the case of a non-sovereign debt obligation denominated in U.S.
dollars, 250%, and (B) in the case of a non-U.S. sovereign debt
obligation denominated in a foreign currency, 250% multiplied by
the Currency Discount Factor for such foreign currency.

            (j)     Rule 144A securities: The Moody's Discount Factor
applied to Rule 144A Securities for Rule 144A Securities whose
terms include rights to registration under the 1933 Act within
one year and Rule 144A Securities which do not have registration
rights within one year will be 120% and 130%, respectively, of
the Moody's Discount Factor which would apply were the
securities registered under the 1933 Act.

            (k)     Catastrophe bonds: The Moody's Discount Factor
applied to catastrophe bonds will be 475%.

            (l)     Bank loans:  The Moody's Discount Factor applied
to senior bank loans ("Senior Loans") shall be the percentage
specified in accordance with the table set forth below (or such
lower percentage as Moody's may approve in writing from time to
time):

Moody's Rating Category

   Caa and below
         (including
  distressed
       and
Type of Loan       Aaa-A          Baa and Ba(1)     B(1)       unrated)(1)
Senior Loans
greater than
$250 MM            118%             136%          149%            250%
non-Senior Loans
greater than
$250 MM            128%             146%          159%            250%
loans less than
$250 MM            138%             156%          169%            270%
Second Lien Bank
Loans               168%             185%          200%           270%
Third & Fourth
Lien Bank Loans     218%             240%          260%           351%

(1)     If a Senior Loan is not rated by any of Moody's, S&P or
Fitch, the Corporation will use the applicable percentage
set forth under the column entitled "Caa and below
(including distressed and unrated)" in the table above.
Ratings assigned the S&P and/or Fitch are generally
accepted by Moody's at face value.  However, adjustments to
face value may be made to particular categories of
securities for which the ratings by S&P and/or Fitch do not
seem to approximate a Moody's rating equivalent.  Split
rated securities assigned by S&P and Fitch (i.e., these
rating agencies assign different rating categories to the
security) will be accepted at the lower of the two ratings.

            (m)     Master Limited Partnerships (MLP) - The Moody's
Discount Factor applied to master limited partnerships shall be
applied in accordance with the table set forth below:

MLP Sector (1)                         Discount Factor
Large-cap MLPs                              170%

Mid and Small-cap MLPs
Natural Resources (Oil, Gas, Energy)          292%
Coal and Minerals                              301%
Mortgage Real Estate                         291%
Income Real Estate                         302%
Miscellaneous                              342%
(1)     Restricted MLPs will be increased by 120%.

The Moody's Discount Factor for any Moody's Eligible Asset other
than the securities set forth above will be the percentage
provided in writing by Moody's.

     ELEVENTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Moody's Diversification
Limitations":

            "Moody's Diversification Limitations"  means, with
respect to qualifying for inclusion in Moody's Eligible Assets,
the following diversification and issue size requirements:

               MAXIMUM           MAXIMUM           MINIMUM
               SINGLE           SINGLE           ISSUE SIZE
RATINGS(1)    ISSUER(2),(3)    INDUSTRY(3),(4)   ($ IN MILLIONS)(5)

Aaa               100%          100%               $100
Aa               20               60                100
A                10               40                100
CS(6), Baa        6               20                100
Ba               4               12                50(7)
B1-B2(8)          3               8                50(7)
B3 or below(8)   2               5                50(7)
(1)     Refers to the securities of the portfolio holding.
(2)     Companies subject to common ownership of 25% or more are
considered as one issuer.
(3)     Percentages represent a portion of the aggregate Market
Value of portfolio.
(4)     Industries are determined according to Moody's Industry
Classifications, as defined herein.
(5)     Except for preferred stock, which has a minimum issue size
of $50 million, and mortgage pass throughs issued by
Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation or Government National Mortgage
Association, which has no minimum issue size.
(6)     CS refers to common stock, which is diversified
independently from its ratings level.
(7)     Portfolio holdings from issues ranging from $50 million to
$100 million are limited to 20% of the Corporation's total
assets.
(8)     Securities of the portfolio holdings rated B or below by
Moody's or the equivalent by another nationally recognized
statistical rating organization ("NRSRO") or not rated
shall be considered to be Moody's Eligible Assets only to
the extent the Market Value of such securities does not
exceed 10% of the portfolio Market Value; provided,
however, that if the Market Value of such securities
exceeds 10% of the portfolio Market Value, a portion of
such securities (selected by the Corporation) shall not be
considered Moody's Eligible Assets, so that the Market
Value of such securities (excluding such portion) does not
exceed 10% of the portfolio Market Value.

     TWELFTH: Article I of the Articles Supplementary is hereby
amended by deleting the definition of "Moody's Eligible Assets"
in its entirety and inserting in lieu thereof the following:

            "Moody's Eligible Assets" means:

      (a)     Cash (including interest and dividends due on assets
rated (A) Baa3 or higher by Moody's or the equivalent by another
NRSRO if the payment date is within five (5) Business Days of
the Valuation Date, (B) A2 or higher by Moody's or the
equivalent by another NRSRO if the payment date is within thirty
days of the Valuation Date, and (C) A1 or higher by Moody's or
the equivalent by another NRSRO if the payment date is within
the Moody's Exposure Period) and receivables for Moody's
Eligible Assets sold if the receivable is due within five (5)
Business Days of the Valuation Date, and if the trades which
generated such receivables are (A) settled through clearinghouse
firms with respect to which the Corporation has received prior
written authorization from Moody's or (B) (1) with
counterparties having a Moody's long-term debt rating of at
least Baa3 or the equivalent by another NRSRO or (2) with
counterparties having a Moody's Short Term Money Market
Instrument rating of at least P-1 or the equivalent by another
NRSRO;

      (b)     Short Term Money Market Instruments, so long as (A)
such securities are rated at least P-1 or the equivalent by
another NRSRO, (B) in the case of demand deposits, time deposits
and overnight funds, the supporting entity is rated at least A2
or the equivalent by another NRSRO, or (C) in all other cases,
the supporting entity (1) is rated A2 or the equivalent by
another NRSRO and the security matures within one month, (2) is
rated A1 or the equivalent by another NRSRO and the security
matures within three months or (3) is rated at least Aa3 or the
equivalent by another NRSRO and the security matures within six
months; provided, however, that for purposes of this definition,
such instruments (other than commercial paper rated by S&P and
not rated by Moody's) need not meet any otherwise applicable S&P
rating criteria;

      (c)	U.S. Government Obligations (including U.S. Treasury
Strips);

      (d)	Rule 144A securities;

      (e)	Common stocks (A) (1) which are traded on a nationally
recognized stock exchange or in the over-the-counter market, (2)
if cash dividend paying, pay cash dividends in U.S. dollars and
(3) 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, (B) 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 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 (C) 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 (1) 6% of the
aggregate Market Value of the outstanding shares of common stock
of such issuer thereof or (2) in excess of 10% of the Market
Value of the Corporation's Moody's Eligible Assets with respect
to issuers formed under the laws of any single such non-U.S.
jurisdiction other than Australia, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the
Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland and
the United Kingdom, shall not be a Moody's Eligible Asset;

      (f)	Loans;

      (g)	Corporate debt securities (including foreign non-
sovereign debt and catastrophe bonds) if (A) such securities are
rated by Moody's or another NRSRO; (B) such securities provide
for the periodic payment of interest in cash in U.S. dollars,
euros or other currencies in which the Corporation is permitted
to invest; (C) such securities have been registered under the
1933 Act or are restricted as to resale under federal securities
laws but are eligible for resale pursuant to Rule 144A under the
1933 Act as determined by the Corporation's investment manager
or portfolio manager acting pursuant to procedures approved by
the Board of Directors, except that such securities that are not
subject to U.S. federal securities laws shall be considered
Moody's Eligible Assets if they are publicly traded; and (D)
such securities are not subject to extended settlement.

            Notwithstanding the foregoing limitations, corporate
debt securities and loans rated by neither Moody's, S&P nor
Fitch shall be considered to be Moody's Eligible Assets to the
extent such securities are issued by entities which (i) have not
filed for bankruptcy within the past three years, (ii) are
current on all principal and interest in their fixed income
obligations, (iii) are current on all preferred stock dividends,
and (iv) possess a current, unqualified auditor's report without
qualified, explanatory language;

      (h)	Foreign Sovereign Debt so long as the issuing country
has a Currency Discount Factor as set out in the definition of
Moody's Discount Factor in these Articles Supplementary.
Foreign Sovereign Debt issued by a country without a Currency
Discount Factor as set out in the definition of Moody's Discount
Factor in these Articles Supplementary can only be approved as a
Moody's Eligible Asset after review and confirmation by Moody's;

      (i)	Asset-backed securities: If (A) such securities are
rated at least Baa by Moody's or at least BBB by S&P or Fitch,
(B) the securities are part of an issue that is $250 million or
greater, or the issuer of such securities has a total of $500
million or greater of asset-backed securities outstanding at the
time of purchase of the securities by the Corporation and (C)
the expected average life of the securities is not greater than
4 years;

      (j)	Collateralized debt obligations;

      (k)	Preferred stocks if (A) dividends on such preferred
stock are cumulative, (B) such securities provide for the
periodic payment of dividends thereon in cash in U.S. dollars or
euros and do not provide for conversion or exchange into, or
have warrants attached entitling the holder to receive, equity
capital at any time over the respective lives of such
securities, (C) the issuer of such a preferred stock has common
stock listed on either the New York Stock Exchange or NYSE Amex
Equities, (D) the issuer of such a preferred stock has a senior
debt rating from Moody's of Baa1 or higher or a preferred stock
rating from Moody's of Baa3 or higher and (E) such preferred
stock has paid consistent cash dividends in U.S. dollars or
euros over the last three years or has a minimum rating of A1
(if the issuer of such preferred stock has other preferred
issues outstanding that have been paying dividends consistently
for the last three years, then a preferred stock without such a
dividend history would also be eligible).  In addition, the
preferred stocks must have the following diversification
requirements: (X) the preferred stock issue must be greater than
$50 million and (Y) the minimum holding by the Corporation of
each issue of preferred stock is $500,000 and the maximum
holding of preferred stock of each issue is $5 million.  In
addition, preferred stocks issued by transportation companies
will not be considered Moody's Eligible Assets;

      (l)	Convertible securities (including convertible
preferred stock), provided that (A) the issuer of common stock
must have a Moody's senior unsecured debt of Caa or better, or a
rating of CCC or better by S&P or Fitch, (B) the common stocks
must be traded on the New York Stock Exchange, NYSE Amex
Equities, or the NASDAQ, (C) dividends must be paid in U.S.
dollars, (D) the portfolio of convertible bonds must be
diversified as set forth in the table set forth below and (E)
the company shall not hold shares exceeding the average weekly
trading volume during the preceding month;

      (m)	Common stock, preferred stock or any debt security of
REITs or real estate companies;

      (n)	Pooled investment vehicles including Business
Development Companies, Master Limited Partnerships Securities,
Private Investment Companies and Registered Investment
Companies;

      (o)	Foreign Currency Transactions;

      (p)	Moody's Derivatives Transactions; and

      (q)	Financial contracts, as such term is defined in
Section 3(c)(2)(B)(ii) of the 1940 Act  and other securities or
assets not otherwise provided for in this definition, but only
upon receipt by the Corporation of a letter from Moody's
specifying any conditions on including such financial contract
or other securities or assets in Moody's Eligible Assets and
assuring the Corporation that including such financial contract
or other securities or assets in the manner so specified would
not affect the credit rating assigned by Moody's to the Series F
Preferred Stock.

	THIRTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's Exposure
Period":

		"Moody's Exposure Period" means the period commencing
on a given Valuation Date and ending 49 days thereafter.

	FOURTEENTH: Article I of the Articles Supplementary is
hereby amended by deleting the definition of "Moody's Industry
Classifications" in its entirety and inserting in lieu thereof
the following:

            "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 F Preferred Stock):

1.	Aerospace and Defense: Major Contractor, Subsystems,
Research, Aircraft Manufacturing, Arms, and 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, 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, Sulfur, Plastics, Plastic
Products, Abrasives, Coatings, Paints, Varnish, Fabricating

7.	Containers, 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 Communicating 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, House wares, 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, and 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.

		FIFTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Private
Investment Companies":
		"Private Investment Companies" means investment
companies that are structured to be exempt under the 1940 Act.

	SIXTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Rating Agency":

		"Rating Agency" means Moody's as long as such rating
agency is then rating the Series F Preferred Stock at the
Corporation's request or any other rating agency then rating the
Series F Preferred Stock at the Corporation's request.

	SEVENTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Registered
Investment Company":

		"Registered Investment Company" means an investment
company, such as an open-end or closed-end mutual fund, which
files a registration statement with the Commission and meets all
requirements of the 1940 Act.

	EIGHTEENTH: Article I of the Articles Supplementary is
hereby amended by deleting the definition of "Short-Term Money
Market Instruments" in its entirety and inserting in lieu
thereof the following:

            "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 (or 270 days
for instruments rated at least Aaa for purposes of determining
Moody's Eligible Assets):

       (i)	commercial paper rated either F-1 by Fitch or A-1
by S&P if such commercial paper matures in 30
days or P-1 by Moody's and either F-1+ by Fitch
or A-1+ by S&P 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;

       (iv)	U.S. Government Obligations and Government
Securities; and

       (v)	Eurodollar demand or time deposits in, or
certificates of deposit of, the head office or
the London branch office of a depository
institution or trust company if the certificates
of deposit, if any, and the long-term unsecured
debt obligations (other than such obligations the
ratings of which are based on the credit of a
person or entity other than such depository
institution or trust company) of such depository
institution or trust company that have (1) credit
ratings on each Valuation Date of at least P-1
from Moody's and either F-1+ from Fitch or A-1+
from S&P, in the case of commercial paper or
certificates of deposit, and (2) credit ratings
on each Valuation Date of at least Aa3 from
Moody's and either AA from Fitch or AA- from S&P,
in the case of long-term unsecured debt
obligations; provided, however, that in the case
of any such investment that matures in no more
than one Business Day from the date of purchase
or other acquisition by the Corporation, all of
the foregoing requirements shall be applicable
except that the required long-term unsecured debt
credit rating of such depository institution or
trust company from Moody's, Fitch and S&P shall
be at least A2, A-2 and A, respectively; and
provided further, however, that the foregoing
credit rating requirements shall be deemed to be
met with respect to a depository institution or
trust company if (1) such depository institution
or trust company is the principal depository
institution in a holding company system, (2) the
certificates of deposit, if any, of such
depository institution or trust company are not
rated on any Valuation Date below P-1 by Moody's,
F-1+ by Fitch or A-1+ by S&P and there is no
long-term rating, and (3) the holding company
shall meet all of the foregoing credit rating
requirements (including the preceding proviso in
the case of investments that mature in no more
than one Business Day from the date of purchase
or other acquisition by the Corporation); and
provided further, that the interest receivable by
the Corporation shall not be subject to any
withholding or similar taxes.

	NINETEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "U.S. Government
Securities":

		"U.S. Government Securities"  mean securities that are
direct obligations of, and obligations the timely payment of
principal and interest on which is fully guaranteed by, the
United States or any agency or instrumentality of the United
States, the obligations of which are backed by the full faith
and credit of the United States and in the form of conventional
bills, bonds and notes.

	TWENTIETH: Article I of the Articles Supplementary is
hereby amended by deleting the definition of "Valuation Date" in
its entirety and inserting in lieu thereof the following:

	"Valuation Date" means the last Business Day of each month,
or for purposes of determining whether the Corporation is
maintaining the Basic Maintenance Amount, each business day
commencing with the Date of Original Issue.

	TWENTY-FIRST: Article II.6(a)(ii)(C) of the Articles
Supplementary is hereby amended by deleting it in its entirety
and inserting in lieu thereof the following:

                  (C)	As soon as practicable after the last
Valuation Date of each fiscal year of the Corporation on
which a Basic Maintenance Report is required to be
delivered, the Corporation will deliver to Moody's an
Accountant's Confirmation regarding the accuracy of the
calculations made by the Corporation in such Basic
Maintenance Report.

    	TWENTY-SECOND: The amendments set forth in these Articles
of Amendment were duly approved by the Board of Directors of the
Corporation in accordance with Article III of the Articles
Supplementary and the Maryland General Corporation Law.  No
stock entitled to be voted on the matter was outstanding or
subscribed for at the time of the approval of the amendments set
forth in these Articles of Amendment.

	TWENTY-THIRD: The amendments contemplated by these Articles
of Amendment do not increase the authorized stock of the
Corporation or the aggregate par value thereof.
[Remainder of page intentionally left blank]

	The undersigned President of The Gabelli Equity Trust Inc.,
who executed these Articles of Amendment on behalf of the
Corporation, hereby acknowledges, in the name and on behalf of
the Corporation, that these Articles of Amendment are the
corporate act of the Corporation and states further, under the
penalties of perjury, that to the best of his knowledge,
information and belief, the matters and facts set forth herein
with respect to authorization and approval are true in all
material respects.
     	IN WITNESS WHEREOF, The Gabelli Equity Trust Inc. has
caused these Articles of Amendment to be signed in its name and
on its behalf by its President and witnessed by its Secretary as
of this 27th day of May, 2009.

WITNESS:					THE GABELLI EQUITY TRUST INC.

By:  /s/ Agnes Mullady			By:  /s/ Bruce N. Alpert
Name:  Agnes Mullady			Name:  Bruce N. Alpert
Title:  Secretary				Title:  President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>get77q14.txt
<TEXT>
               The Gabelli Equity Trust Inc.
                  Exhibit to Item 77Q1(a)

               THE GABELLI EQUITY TRUST INC.

               ARTICLES OF AMENDMENT TO THE
                   ARTICLES SUPPLEMENTARY
               CREATING AND FIXING THE RIGHTS OF
               SERIES E AUCTION RATE PREFERRED STOCK

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

     	FIRST: Article I.3(b) of the Articles Supplementary
Creating and Fixing the Rights of Series E Auction Rate
Preferred Stock ("Articles Supplementary") is hereby amended by
deleting it in its entirety and inserting in lieu thereof the
following:

(b)  In the event of a redemption of Series E Preferred Stock
pursuant to paragraph 3(a) above, the Corporation will have
filed or will file a notice of its intention to redeem with the
Commission, in either case so as to provide at least the minimum
notice required under Rule 23c-2 under the 1940 Act or any
successor provision (such Rule 23c-2 notice shall be provided to
S&P as soon as practicable after the notice is filed with the
Commission so long as S&P is rating the Series E Preferred Stock
at the Corporation's request).   In addition, the Corporation
shall deliver a notice of redemption to the Auction Agent (the
"Notice of Redemption") containing the information set forth
below (i) in the case of an optional redemption pursuant to
paragraph 3(a)(i) above, one Business Day prior to the giving of
notice to the Holders and (ii) in the case of a mandatory
redemption pursuant to paragraph 3(a)(ii) above, on or prior to
the 7th day preceding the Mandatory Redemption Date. The Auction
Agent will use its reasonable efforts to provide telephonic,
electronic or written notice to each Holder of any shares of
Series E Preferred Stock called for redemption not later than
the close of business on the Business Day immediately following
the day on which the Corporation determines the shares to be
redeemed (or, during a Default Period with respect to such
shares, not later than the close of business on the Business Day
immediately following the day on which the Auction Agent
receives Notice of Redemption from the Corporation). The Auction
Agent shall confirm a telephonic notice in writing not later
than the close of business on the third Business Day preceding
the date fixed for redemption by providing the Notice of
Redemption to each Holder of shares called for redemption, the
Paying Agent (if different from the Auction Agent) and the
Securities Depository. Notice of Redemption will be addressed to
the Holders of Series E Preferred Stock at their addresses
appearing on the share records of the Corporation. Such Notice
of Redemption will set forth (s) the date fixed for redemption,
(t) the number or percentage of shares of Series E Preferred
Stock to be redeemed, (u) the CUSIP number(s) of such shares,
(v) the Redemption Price (specifying the amount of accumulated
dividends to be included therein) and any applicable redemption
premium, (w) the place or places where such shares are to be
redeemed, (x) that dividends on the shares to be redeemed will
cease to accumulate on such date fixed for redemption, (y) the
provision of these Articles Supplementary under which redemption
shall be made, and (z) in the case of a redemption pursuant to
paragraph 3(a)(i), any conditions precedent to such redemption.
If fewer than all the Outstanding shares of Series E Preferred
Stock held by any Holder are to be redeemed, the Notice of
Redemption mailed to such Holder shall also specify the number
or percentage of shares of Series E Preferred Stock to be
redeemed from such Holder. No defect in the Notice of Redemption
or in the transmittal or mailing thereof will affect the
validity of the redemption proceedings, except as required by
applicable law.

     	SECOND: Article I.9(a) of the Articles Supplementary
is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following:

            (a)	Determination of Compliance.

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

                  (i)	Asset Coverage as follows:

                  (A)	As of each Quarterly Valuation Date, the
Corporation shall determine whether Asset Coverage is met as of
that date. In the event the Corporation determines that it has
failed to meet Asset Coverage as of such Quarterly Valuation
date, the Corporation will notify each Rating Agency of such
failure in writing (which notification may be by facsimile or
other electronic means) on or before 5:00 P.M., New York City
time, on the fifth Business Day following the date of such
determination.

                  (B)	The Corporation shall deliver to each Rating
Agency an "Asset Coverage Certificate" which sets forth the
determination of paragraph 9(a)(i)(A) above (1) as of the Date
of Original Issue and, thereafter, (2) as of (x) each Quarterly
Valuation Date and (y) a Business Day on or before any Series E
Asset Coverage Cure Date following a failure to meet Asset
Coverage. Such Asset Coverage Certificate shall be delivered in
the case of clause (1) on the Date of Original Issue and in the
case of clause (2) on or before the seventh Business Day
following such Quarterly Valuation Date or the relevant Cure
Date, as the case may be.

                 (ii)	Basic Maintenance Amount as follows:

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

                  (B)	On or before 5:00 P.M., New York City time,
on the third Business Day after a Valuation Date on which the
Corporation fails to satisfy the Basic Maintenance Amount, and
on the third Business Day after the Basic Maintenance Amount
Cure Date with respect to such Valuation Date, the Corporation
shall complete and deliver to each Rating Agency (if either S&P
or Moody's is then rating the Series C Preferred Stock at the
Corporation's request) a Basic Maintenance Report as of the date
of such failure or such Basic Maintenance Amount Cure Date, as
the case may be, which will be deemed to have been delivered to
such Rating Agency if such Rating Agency receives a copy or
facsimile or other electronic transcription or transmission
thereof (via facsimile or electronic mail solely in the case of
S&P if S&P is then rating the Series E Preferred Stock at the
Corporation's request) and on the same day the Corporation mails
or sends to such Rating Agency for delivery on the next Business
Day the full Basic Maintenance Report. The Corporation shall
also deliver a Basic Maintenance Report to (1) Moody's and S&P
as of each Valuation Date, in each case on or before the fifth
Business Day after such day, (2) upon reasonable request by such
Rating Agency and (3) any day the Common Stock and Series E
Preferred Stock are redeemed.  A failure by the Corporation to
deliver a Basic Maintenance Report pursuant to the preceding
sentence shall be deemed to be delivery of a Basic Maintenance
Report indicating the Discounted Value for all assets of the
Corporation is less than the Basic Maintenance Amount, as of the
relevant Valuation Date.

                  (C)	As soon as practicable after the last
Valuation Date of each fiscal year of the Corporation on which a
Basic Maintenance Report is required to be delivered, the
Corporation will deliver to the relevant Rating Agency (if
either S&P or Moody's is then rating the Series E Preferred
Stock at the Corporation's request) an Accountant's Confirmation
regarding the accuracy of the calculations made by the
Corporation in such Basic Maintenance Report.  The Corporation
also shall cause the Independent Accountant to provide an
Accountant's Confirmation to S&P if and when requested by S&P
for any Valuation Date as soon as practicable after such
request.

                  (D)	If any Accountant's Confirmation delivered
pursuant to paragraph (C) of this paragraph 9(a)(ii) shows an
error was made in the Basic Maintenance Report with respect to
such Basic Maintenance Amount Cure Date, or does not agree with
the Corporation's calculation of the Basic Maintenance Report
for a particular Valuation Date for which such Accountant's
Confirmation was required to be delivered, or shows that a lower
aggregate Discounted Value for the aggregate Eligible Assets in
respect of any Rating Agency than was determined by the
Corporation, the calculation or determination made by such
Independent Accountant shall be final and conclusive and shall
be binding on the Corporation, and the Corporation shall
accordingly amend and deliver the Basic Maintenance Report to
the relevant Rating Agency (if either S&P or Moody's is then
rating the Series E Preferred Stock) promptly following receipt
by the Corporation of such Accountant's Confirmation. If any
Accountant's Confirmation shows that an error was made in any
such report, the calculation or determination made by the
Corporation's Independent Accountant will be conclusive and
binding on the Corporation; provided, however, any errors shown
in the Accountant's Confirmation filed on an annual basis shall
not be deemed to be a failure to maintain the Basic Maintenance
Amount on any prior Valuation Dates.  The Accountant's
Confirmations referred to above will confirm, based on the
Independent Accountant's review, (i) the mathematical accuracy
of the calculations reflected in the Basic Maintenance Amount
and (ii) that the Corporation determined whether the Corporation
had, at such Valuation Date, Eligible Assets with an aggregate
Discounted Value at least equal to the Basic Maintenance Amount
in accordance with these Articles Supplementary.

                  (E)	The Corporation will provide S&P annually a
copy of its pricing procedures used in determining the Market
Value of the Corporation's assets.

                  (F)	On or before 5:00 p.m., New York City time,
on the fifth Business Day after the Date of Original Issue of
Series E Preferred Stock, the Corporation shall complete and
deliver to each Rating Agency a Basic Maintenance Report as of
the close of business on such Date of Original Issue.

                  (G)	On or before 5:00 p.m., New York City time,
on the third Business Day after either (1) the Corporation shall
have redeemed Series E Preferred Stock or (2) the ratio of the
Discounted Value of Eligible Assets in respect of any Rating
Agency to the Basic Maintenance Amount is less than or equal to
110%, the Corporation shall complete and deliver in electronic
format to, in the case of clause (1), each Rating Agency, or, in
the case of clause (2), any relevant Rating Agency, a Basic
Maintenance Report as of the date of either such event.

                  (H)	As for any Valuation Date for which the
Corporation's ratio of the Discounted Value of Eligible Assets
in respect of any Rating Agency to the Basic Maintenance Amount
is less than or equal to 110%, the Corporation shall deliver, by
fax or email before 5:00 p.m. New York City time on the first
Business Day following such Valuation Date, notice of such ratio
to each Rating Agency.

	THIRD: Article I.11(b)(iv) of the Articles Supplementary is
hereby amended by deleting it in its entirety and inserting in
lieu thereof the following:

(iv)	utilize any pricing service other than FT Interactive Data,
Reuters, Telekurs, Bloomberg Financial Markets, J.J. Kenny
Pricing Service, Merrill Lynch Securities Pricing Service or
Bridge Data Corp, Bear Stearns Pricing Direct and any pricing
service then permitted by S&P; or

	FOURTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "'AA' Financial
Composite Commercial Paper Rate" in its entirety and inserting
in lieu thereof the following:

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

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

	FIFTH: Article I.13 of the Articles Supplementary is hereby
amended by deleting the definition of "Advance Rate" in its
entirety.

	SIXTH: Article I.13 of the Articles Supplementary is hereby
amended by inserting the definition of "Agency Mortgage
Collateral":

		"Agency Mortgage Collateral" means certificates
guaranteed by U.S. Government Agencies (e.g., Federal National
Mortgage Association ("FNMA"), Government National Mortgage
Association ("GNMA") and Federal Home Loan Mortgage Corporation
("FHLMC")) for timely payment of interest and full and ultimate
payment of principal.  Agency Mortgage Collateral also evidences
undivided interests in pools of level-payment, fixed, variable,
or adjustable rate, fully amortizing loans that are secured by
first liens on one- to four-family residences residential
properties (or in the case of Plan B FHLMC certificates, five or
more units primarily designed for residential use).

	SEVENTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Annual Valuation
Date" in its entirety.

	EIGHTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Auction Agent" in
its entirety and inserting in lieu thereof the following:

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

	NINTH: Article I.13 of the Articles Supplementary is hereby
amended by inserting the definition of "Bank Loans":

		"Bank Loans" means direct purchases of, assignments
of, participations in and other interests in (a) any bank loan
or (b) any loan made by an investment bank, investment fund or
other financial institution, provided that such loan under this
clause (b) is similar to those typically made, syndicated,
purchased or participated by a commercial bank or institutional
loan investor in the ordinary course of business.
	TENTH: Article I.13 of the Articles Supplementary is hereby
amended by inserting the definition of "Business Development
Company":

		"Business Development Company" (BDCs) means a type of
closed-end fund regulated under the 1940 Act whose shares are
typically listed for trading on a U.S. securities exchange. BDCs
are publicly-traded funds that typically invest in and lend to
small and medium-sized private and certain public companies that
may not have access to public equity markets for capital
raising. BDCs invest in such diverse industries as healthcare,
chemical and manufacturing, technology and service companies.
	ELEVENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Collateralized
Mortgage Obligations":

		"Collateralized Mortgage Obligations" means publicly
issued instruments rated 'AAA' by S&P.  No more than 25% of the
total market value of collateral may be from one private sector
issuer.

	TWELFTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Conventional
Mortgage":

		"Conventional Mortgage" means a mortgage in which the
interest rate does not change during the entire term of the
loan.

	THIRTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Convertible
Corporate Indebtedness":

		"Convertible Corporate Indebtedness" means evidences
of indebtedness other than Deposit Securities, U.S. Government
Securities and Municipal Obligations that are convertible into
or exchangeable or exercisable for stock of a corporation and
that satisfy the following conditions: (i) such evidence of
indebtedness is rated at least CCC by S&P; and (ii) if such
evidence of indebtedness is rated BBB or lower by S&P, the
market capitalization of the issuer of such evidence of
indebtedness is at least $100 million.

	FOURTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Date of Original
Issue" in its entirety and inserting in lieu thereof the
following:

		"Date of Original Issue"  means with respect to any
share of Series E Preferred Stock, the date on which the
Corporation originally issues such share.

	FIFTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Discount Factor"
in its entirety and inserting in lieu thereof the following:

		"Discount Factor" means (a) so long as each of Moody's
and S&P is rating the Series E Preferred Stock at the
Corporation's request, the Moody's Discount Factor or S&P
Discount Factor, as applicable, or (b) any applicable discount
factor established by any Other Rating Agency, whichever is
applicable.

	SIXTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "FHA Mortgage":

		"FHA Mortgage" means a mortgage issued by federally
qualified lenders and insured by the Federal Housing
Administration (FHA).
	SEVENTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Fitch":

		"Fitch" means Fitch Ratings.

	EIGHTEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Foreign Currency
Transactions":

		"Foreign Currency Transactions" means any technique
used by the Corporation to hedge its exposure to foreign
currencies, including forward foreign currency exchange
contracts.

	NINETEENTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Foreign Sovereign
Debt":

		"Foreign Sovereign Debt" means debt issued by a
national government other than the United States.

TWENTIETH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "High Yield
Securities":

		"High Yield Securities" means Municipal Obligations
not rated by S&P but rated equivalent to BBB or lower by another
NRSRO, rated BB+ or lower by S&P or not rated.

TWENTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Market Value" in
its entirety and inserting in lieu thereof the following:

		"Market Value" means the market value of an asset of
the Corporation as computed as follows:  (i) Equity securities
listed or traded on a nationally recognized securities exchange
or traded in the U.S. over-the-counter market where trades are
reported contemporaneously and for which market quotations are
readily available, are valued at the last quoted sale or a
market's official closing price at the close of the exchange's
or other market's regular trading hours, as of or prior to the
time and day as of which such value is being determined.
Portfolio securities traded on more than one national securities
exchange or market are valued according to the broadest and most
representative market as determined by the Adviser. If there has
been no sale on the day the valuation is made, the securities
are valued at the closing bid price on the principal market for
such security on such day.  If no asked prices are quoted on
such day, then the security is valued at the closing bid price
on the principal market for such security on such day.  If no
bid or asked prices are quoted on such day, the security is
valued at the most recently available price.  (ii) Debt
instruments are valued based upon (a) the basis of prices
provided by a pricing service or (b) the lower of the value set
forth in bids from two independent dealers in securities, one of
which bids will be in writing.

	TWENTY-SECOND: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "Master Limited
Partnership Securities":

            "Master Limited Partnership Securities" means the
following securities, restricted or unrestricted, issued by a
Master Limited Partnership (MLP) or an affiliate of an MLP: (1)
common units, (2) convertible subordinated units, (3) I-Shares,
(4) I-units and (5) debt securities.

	TWENTY-THIRD: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's
Derivatives Transactions":

		"Moody's Derivatives Transactions" means, for so long
as any Series E Preferred Stock is rated by Moody's, the
Corporation may, notwithstanding the limitations in paragraph 10
of this Article I, buy or sell financial futures contracts,
write, purchase or sell call options on financial futures
contracts or purchase put options on financial futures contracts
or write call options on portfolio securities, swaps and
securities lending unless it receives written confirmation from
Moody's that engaging in such transactions would impair the
ratings then assigned to the  preferred stock by Moody's,
subject to the following limitations:

            (a)	Futures and call options:  For purposes of the
Basic Maintenance Amount, futures held by the Corporation and
call options sold by the Corporation shall not be included as
Moody's Eligible Assets. However, such assets shall be valued at
Market Value by subtracting the good faith margin and the
maximum daily trading variance as of a Valuation Date.  For call
options purchased by the Corporation, the Market Value of the
call option will be included as Moody's Eligible Assets subject
to a Moody's Discount Factor mutually agreed to between the
Corporation and Moody's based on the characteristics of the
option contract such as its maturity and the underlying security
of the contract.

            (b)	Securities lending:  To increase income, the
Corporation may lend its portfolio securities to securities
broker-dealers or financial institutions if (i) the loan is
collateralized in accordance with applicable regulatory
requirements and (ii) no loan will cause the value of all loaned
securities to exceed 20% of the value of its total assets. For
purposes of calculating the Basic Maintenance Amount, such
securities lent shall be included as Moody's Eligible Assets
with the appropriate Moody's Discount Factor applied to such
lent security.  The obligation to return such collateral shall
not be included as an obligation/liability for purposes of
calculating the Basic Maintenance Amount.  However, the
Corporation may reinvest cash collateral for securities lent in
conformity with its investment objectives and policies and the
provisions of these Articles Supplementary.  In such event, the
Corporation may reinvest cash collateral to the extent that
securities lending collateral received is invested by the
Corporation in assets that otherwise would be Moody's Eligible
Assets and the value of such assets exceeds the amount of the
Corporation's Moody's Eligible Assets by applying the applicable
Moody's Discount Factor to this amount and adding the product to
total Moody's Eligible Assets.  Conversely, if the value of
assets in which securities lending collateral has been invested
is less then the amount of the Corporation's obligation to
return the collateral on a Valuation Date, such difference shall
be included as an obligation/liability of the Corporation for
purposes of calculating the Basic Maintenance Amount.
Collateral received by the Corporation in a securities lending
transaction and maintained by the Corporation in the form
received shall not be included as a Moody's Eligible Asset for
purposes of calculating the Basic Maintenance Amount.

            (c)	Interest rate swaps:  Only the cumulative
unsettled profit and loss from an interest rate swap transaction
will be calculated when determining the Basic Maintenance
Amount.  If the Corporation has an outstanding gain from an
interest rate swap transaction on a Valuation Date, the gain
will be included as a Moody's Eligible Asset subject to the
Moody's Discount Factor on the counterparty to the interest rate
swap transaction.  If the Corporation has an outstanding
liability from an interest rate swap transaction on a Valuation
Date, the Corporation will subtract the outstanding liability
from the total Moody's Eligible Assets in calculating the Basic
Maintenance Amount.

		If not otherwise provided for in (a)-(c) above,
derivative instruments will be included as Moody's Eligible
Assets subject to a Moody's Discount Factor as mutually agreed
to between the Corporation and Moody's.

	TWENTY-FOURTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Moody's
Discount Factor" in its entirety and inserting in lieu thereof
the following:

            "Moody's Discount Factor" means, with respect to a
Moody's Eligible Asset specified below, the following applicable
number:

            (a)	Corporate debt securities:  The percentage
determined by reference to the rating on such asset with
reference to the remaining term to maturity of such asset, in
accordance with the table set forth below (non convertibles).


                          Moody's Rating Category
Term to Maturity of
Corporate Debt Security(1)  Aaa    Aa   A    Baa    Ba    B   Unrated (2)
1 year or less             109%   112% 115%  118%  137%  150%      250%
1 - 2 years                115    118  122   125   146   160       250
2 - 3 years                120    123  127   131   153   168       250
3 - 4 years                126    129  133   138   161   176       250
4 - 5 years                132    135  139   144   168   185       250
5 - 7 years                139    143  147   152   179   197       250
7 - 10 years               145    150  155   160   189   208       250
10 - 15 years              150    155  160   165   196   216       250
15 - 20 years              150    155  160   165   196   228       250
20 - 30 years              150    155  160   165   196   229       250
Greater than 30 years      165    173  181   189   205   240       250

(1)	The Moody's Discount Factors above for corporate debt
securities shall also be applied to any interest rate swap or
cap, in which case the rating of the counterparty shall
determine the appropriate rating category.

(2)	Unless conclusions regarding liquidity risk as well as
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
debt security is unrated by Moody's, S&P or Fitch, the
Corporation will use the percentage set forth under "Unrated" 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. Split rated securities assigned by
S&P and Fitch will be accepted at the lower of the two ratings.

For corporate debt securities that do not pay interest in U.S.
dollars, the fund sponsor will contact Moody's to obtain the
applicable currency conversion rates.

            (b)	Preferred stock:  The Moody's Discount Factor for
taxable preferred stock shall be:

       Aaa                        150%
       Aa                        155%
       A                        160%
       Baa                        165%
       Ba                        196%
       B                        216%
       <B or Not Rated            250%
       Middle Market Bank
       Non-cumulative
       perpetual preferreds      476%

       Investment Grade DRD      165%

       Preferred Stock

       Non-Investment Grade      216%

       DRD Preferred Stock

            For non-cumulative preferred stock, the Discount
Factor should be amplified by 110%.

            (c)	Common stock:


Common Stocks(1)                  Large Cap      Mid Cap      Small Cap
7 week exposure period              200%       205%              220%

(1)	Market cap for large-cap stocks are $10 billion and up,
mid-cap stocks range between $2 billion and $10 billion, and
small-cap stocks are $2 billion and below.

            (d)	Convertible securities (including convertible
preferreds):

                                     Non-
             Investment           Investment
Delta         Grade                  Grade             Unrated
- ------       --------------        --------------      ---------
..00 - .40     Use Corporate Debt    Securities Table   250%
..41 - .80     192%                  226%               250%
..81 - 1.00    195%                  229%               250%

With respect to "structured synthetic convertible" securities,
the discount factors above should be grossed up by an
additional 20% of the base discount percentage.

            (e)	Common stock, preferred stock and corporate debt
securities of REITs:

     			 a.	For common stock and preferred stock of real
       estate investment trusts ("REITs"), the Moody's
       Discount Factor shall be the percentage specified in
       the table set forth below:


       Moody's Discount Factor
common stock of REITs					   154%

preferred stock of REITs

with a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):		   154%

without a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):		   208%

      b.	Notwithstanding the above, a Moody's
       Discount Factor of 250% will be applied:  (a) to those
       assets in a single NAREIT industry category/sector
       which exceed 30% of Moody's Eligible Assets but are
       not greater than 35% of Moody's Eligible Assets;
       (b) if dividends on such securities have not been paid
       consistently (either quarterly or annually) over the
       previous three years, or for such shorter time period
       that such securities have been outstanding; or (c) if
       the market capitalization (including common stock and
       preferred stock) of an issuer is below $500 million.

      c.	For corporate debt securities of REITs,
       apply the Moody's Discount Factors listed above under
       Corporate debt securities.

            (f)	Short-Term Instruments:  The Moody's Discount
Factor applied to short-term portfolio securities, including
without limitation corporate debt securities and Short-Term
Money Market Instruments will be (1) 100%, so long as such
portfolio securities mature or have a demand feature at par
exercisable within the Moody's Exposure Period and are rated Aaa
or at least Prime-1, V-Mig1, or equivalent, or be a rated money-
market fund; and (2) 115%, so long as such portfolio securities
do not mature within the Moody's Exposure Period or have a
demand feature at par not exercisable within the Moody's
Exposure Period.  A Moody's Discount Factor of 100% will be
applied to cash.

            (g)	U.S. Government Obligations and U.S. Treasury Strips:

                                U.S.                  U.S.
                                Government            Treasury
                                Obligations           Strips
Remaining Term to Maturity      Discount Factor       Discount Factor
1 year or less                   107%                     107 %
1 - 2 years                      113                      115
2 - 3 years                      118                      121
3 - 4 years                      123                      128
4 - 5 years                      128                      135
5 - 7 years                     135                       147
7 - 10 years                    141                      163
10 - 15 years                    146                     191
15 - 20 years                    154                     218
20 - 30 years                    154                     244

            (h)	Foreign Sovereign Debt:
      a.	Debt denominated in US$:

       Moody's Sovereign Debt Rating
                                                                   Below
                                                                   B &
Term to Maturity(2)     Aaa     Aa     A      Baa     Ba     B     Unrated
1 year or less          109%    112%   115%   118%    137%   150%    250%
2 years or less (but
longer than 1 year)     115     118     122    125     146     160     250
3 years or less (but
longer than 2 years)     120     123     127   131     153     168     250
4 years or less (but
longer than 3 years)     126     129     133   138     161     176     250
5 years or less (but
longer than 4 years)     132     135     139   144     168     185     250
7 years or less (but
longer than 5 years)     139     143     147   152     179     197     250
10 years or less (but
longer than 7 years)     145     150     155   160     189     208     250
15 years or less (but
longer than 10 years)     150     155     160   165     196     216     250
20 years or less (but
longer than 15 years)     150     155     160   165     196     228     250
30 years or less (but
longer than 20 years)     150     155     160   165     196     229     250
Greater than 30 years     165     173     181   189     205     240     250

      b.     For sovereign debt denominated in non-U.S.
currency apply additional Currency Discount Factor:

Foreign Currency                    Currency Discount Factor
CAD Canadian Dollar                         107%
EUR Euro                                   111%
GBP British Pound                              115%
JPY Japanese Yen                              116%
AUD Australian Dollar                         113%
HKD Hong Kong Dollar                         140%
NZD New Zealand Dollar                         114%
NOK Norway Kroner                              111%
SEK Sweden Kronor                              113%
THB Thailand Baht                              295%
KRW South Korea Won                         295%
TWD Taiwan New Dollars                         135%
SGD Singapore Dollars                         135%
IDR Indonesia Rupiahs                         315%
INR India Rupees                              170%
MYR Malaysia Ringgits                         170%
CZK Czech Republic Koruny                    200%
PHP Philippines Pesos                         200%
HUF Hungary Forint                         200%
PLN Poland Zlotych                          200%
SKK Slovakia Koruny                         200%
TRY Turkey New Lira                         200%
RUB Russia Rubles                              200%
ZAR South Africa Rand                         200%
CLP Chile Pesos                              200%
MXN Mexico Pesos                              200%
COP Columbia Pesos                         200%
BRL Brazil Reais                              200%

(1)	If the Corporation invests in a security denominated
in a currency other than that found in the above table,
contact Moody's to obtain the applicable Currency Discount
Factor for such security.

            (i)	Foreign non-sovereign debt:  The Moody's Discount
Factor applied to non-sovereign debt obligations will be (A) in
the case of a non-sovereign debt obligation denominated in U.S.
dollars, 250%, and (B) in the case of a non-U.S. sovereign debt
obligation denominated in a foreign currency, 250% multiplied by
the Currency Discount Factor for such foreign currency.

            (j)	 Rule 144A securities: The Moody's Discount
Factor applied to Rule 144A Securities for Rule 144A Securities
whose terms include rights to registration under the 1933 Act
within one year and Rule 144A Securities which do not have
registration rights within one year will be 120% and 130%,
respectively, of the Moody's Discount Factor which would apply
were the securities registered under the 1933 Act.

            (k)	Catastrophe bonds: The Moody's Discount Factor
applied to catastrophe bonds will be 475%.

            (l)	Bank loans:  The Moody's Discount Factor applied
to senior bank loans ("Senior Loans") shall be the percentage
specified in accordance with the table set forth below (or such
lower percentage as Moody's may approve in writing from time to
time:

Moody's Rating Category


                                                          Caa and
                                                            below
                                                          (including
                                                          distressed
                                                           and
Type of Loan     Aaa-A      Baa and Ba(1)     B(1)        unrated)(1)
Senior Loans
greater than
$250 MM          118%          136%          149%             250%

non-Senior Loans
greater than
$250 MM          128%         146%          159%             250%

loans less
than $250 MM     138%          156%          169%             270%

Second Lien Bank
Loans               168%        185%          200%             270%

Third & Fourth
Lien Bank Loans     218%       240%          260%             351%

(1)     If a Senior Loan is not rated by any of Moody's, S&P or
Fitch, the Corporation will use the applicable percentage set
forth under the column entitled "Caa and below (including
distressed and unrated)" in the table above.  Ratings assigned
the S&P and/or Fitch are generally accepted by Moody's at face
value.  However, adjustments to face value may be made to
particular categories of securities for which the ratings by S&P
and/or Fitch do not seem to approximate a Moody's rating
equivalent.  Split rated securities assigned by S&P and Fitch
(i.e., these rating agencies assign different rating categories
to the security) will be accepted at the lower of the two
ratings.

            (m)     Master Limited Partnerships (MLP)-The Moody's
Discount Factor applied to master limited partnerships shall be
applied in accordance with the table set forth below:

MLP Sector (1)                         Discount Factor
Large-cap MLPs                              170%
Mid and Small-cap MLPs
Natural Resources (Oil, Gas, Energy)          292%
Coal and Minerals                              301%
Mortgage Real Estate                         291%
Income Real Estate                         302%
Miscellaneous                              342%
(1)	Restricted MLPs will be increased by 120%.
The Moody's Discount Factor for any Moody's Eligible Asset other
than the securities set forth above will be the percentage
provided in writing by Moody's.

	TWENTY-FIFTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's
Diversification Limitations":

			"Moody's Diversification Limitations" means, with
respect to qualifying for inclusion in Moody's Eligible Assets,
the following diversification and issue size requirements:
                                                             MINIMUM ISSUE
                    MAXIMUM SINGLE       MAXIMUM SINGLE      SIZE ($ IN
RATINGS(1)          ISSUER(2), (3)       INDUSTRY(3),(4)     MILLIONS)(5)

Aaa                 100%                    100%             $100
Aa                    20                    60               100
A                    10                    40               100
CS(6), Baa            6                    20               100
Ba                    4                    12               50(7)
B1-B2(8)               3                    8               50(7)
B3 or below(8)          2                    5               50(7)

(1)	Refers to the securities of the portfolio holding.
(2)	Companies subject to common ownership of 25% or more are
considered as one issuer.
(3)	Percentages represent a portion of the aggregate Market
Value of portfolio.
(4)	Industries are determined according to Moody's Industry
Classifications, as defined herein.
(5)	Except for preferred stock, which has a minimum issue size
of $50 million, and mortgage pass throughs issued by Federal
National Mortgage Association, Federal Home Loan Mortgage
Corporation or Government National Mortgage Association, which
has no minimum issue size.
(6)	CS refers to common stock, which is diversified
independently from its ratings level.
(7)	Portfolio holdings from issues ranging from $50 million to
$100 million are limited to 20% of the Corporation's total
assets.
(8)	Securities of the portfolio holdings rated B or below by
Moody's or the equivalent by another nationally recognized
statistical rating organization ("NRSRO") or not rated shall be
considered to be Moody's Eligible Assets only to the extent the
Market Value of such securities does not exceed 10% of the
portfolio Market Value; provided, however, that if the Market
Value of such securities exceeds 10% of the portfolio Market
Value, a portion of such securities (selected by the
Corporation) shall not be considered Moody's Eligible Assets, so
that the Market Value of such securities (excluding such
portion) does not exceed 10% of the portfolio Market Value.

	TWENTY-SIXTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Moody's Eligible
Assets" in its entirety and inserting in lieu thereof the
following:

            "Moody's Eligible Assets" means:

       (a)	Cash (including interest and dividends due on assets
       rated (A) Baa3 or higher by Moody's or the equivalent by
       another NRSRO if the payment date is within five (5)
       Business Days of the Valuation Date, (B) A2 or higher by
       Moody's or the equivalent by another NRSRO if the payment
       date is within thirty days of the Valuation Date, and (C)
       A1 or higher by Moody's or the equivalent by another
       NRSRO if the payment date is within the Moody's Exposure
       Period) and receivables for Moody's Eligible Assets sold
       if the receivable is due within five (5) Business Days of
       the Valuation Date, and if the trades which generated
       such receivables are (A) settled through clearinghouse
       firms with respect to which the Corporation has received
       prior written authorization from Moody's or (B) (1) with
       counterparties having a Moody's long-term debt rating of
       at least Baa3 or the equivalent by another NRSRO or (2)
       with counterparties having a Moody's Short-Term Money
       Market Instrument rating of at least P-1 or the
       equivalent by another NRSRO;

       (b)	Short-Term Money Market Instruments, so long as (A)
       such securities are rated at least P-1 or the equivalent
       by another NRSRO, (B) in the case of demand deposits,
       time deposits and overnight funds, the supporting entity
       is rated at least A2 or the equivalent by another NRSRO,
       or (C) in all other cases, the supporting entity (1) is
       rated A2 or the equivalent by another NRSRO and the
       security matures within one month, (2) is rated A1 or the
       equivalent by another NRSRO and the security matures
       within three months or (3) is rated at least Aa3 or the
       equivalent by another NRSRO and the security matures
       within six months; provided, however, that for purposes
       of this definition, such instruments (other than
       commercial paper rated by S&P and not rated by Moody's)
       need not meet any otherwise applicable S&P rating
       criteria;

       (c)	U.S. Government Obligations (including U.S. Treasury
       Strips);

       (d)	Rule 144A securities;

       (e)	Common stocks (A) (1) which are traded on a nationally
       recognized stock exchange or in the over-the-counter
       market, (2) if cash dividend paying, pay cash dividends
       in U.S. dollars and (3) 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, (B) 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 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 (C) 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 (1) 6% of the aggregate
       Market Value of the outstanding shares of common stock of
       such issuer thereof or (2) in excess of 10% of the Market
       Value of the Corporation's Moody's Eligible Assets with
       respect to issuers formed under the laws of any single
       such non-U.S. jurisdiction other than Australia, Belgium,
       Canada, Denmark, Finland, France, Germany, Ireland,
       Italy, Japan, the Netherlands, New Zealand, Norway,
       Spain, Sweden, Switzerland and the United Kingdom, shall
       not be a Moody's Eligible Asset;

       (f)	Loans;

       (g)	Corporate debt securities (including foreign non-
       sovereign debt and catastrophe bonds) if (A) such
       securities are rated by Moody's or another NRSRO; (B)
       such securities provide for the periodic payment of
       interest in cash in U.S. dollars, euros or other
       currencies in which the Corporation is permitted to
       invest; (C) such securities have been registered under
       the 1933 Act or are restricted as to resale under federal
       securities laws but are eligible for resale pursuant to
       Rule 144A under the 1933 Act as determined by the
       Corporation's investment manager or portfolio manager
       acting pursuant to procedures approved by the Board of
       Directors, except that such securities that are not
       subject to U.S. federal securities laws shall be
       considered Moody's Eligible Assets if they are publicly
       traded; and (D) such securities are not subject to
       extended settlement;

      Notwithstanding the foregoing limitations, corporate debt
securities and loans rated by neither Moody's, S&P nor Fitch
shall be considered to be Moody's Eligible Assets to the extent
such securities are issued by entities which (i) have not filed
for bankruptcy within the past three years, (ii) are current on
all principal and interest in their fixed income obligations,
(iii) are current on all preferred stock dividends, and (iv)
possess a current, unqualified auditor's report without
qualified, explanatory language;
(
       h)	Foreign Sovereign Debt so long as the issuing country
       has a Currency Discount Factor as set out in the
       definition of Moody's Discount Factor in these Articles
       Supplementary. Foreign Sovereign Debt issued by a country
       without a Currency Discount Factor as set out in the
       definition of Moody's Discount Factor in these Articles
       Supplementary can only be approved as a Moody's Eligible
       Asset after review and confirmation by Moody's;

       (i)	Asset-backed securities: If (1) such securities are
       rated at least Baa by Moody's or at least BBB by S&P or
       Fitch, (2) the securities are part of an issue that is
       $250 million or greater, or the issuer of such securities
       has a total of $500 million or greater of asset-backed
       securities outstanding at the time of purchase of the
       securities by the Corporation and (3) the expected
       average life of the securities is not greater than 4
       years;

       (j)	Collateralized debt obligations;

       (k)	Preferred stocks if (A) dividends on such preferred
       stock are cumulative, (B) such securities provide for the
       periodic payment of dividends thereon in cash in U.S.
       dollars or euros and do not provide for conversion or
       exchange into, or have warrants attached entitling the
       holder to receive, equity capital at any time over the
       respective lives of such securities, (C) the issuer of
       such a preferred stock has common stock listed on either
       the New York Stock Exchange or NYSE Amex Equities, (D)
       the issuer of such a preferred stock has a senior debt
       rating from Moody's of Baa1 or higher or a preferred
       stock rating from Moody's of Baa3 or higher and (E) such
       preferred stock has paid consistent cash dividends in
       U.S. dollars or euros over the last three years or has a
       minimum rating of A1 (if the issuer of such preferred
       stock has other preferred issues outstanding that have
       been paying dividends consistently for the last three
       years, then a preferred stock without such a dividend
       history would also be eligible). In addition, the
       preferred stocks must have the following diversification
       requirements: (X) the preferred stock issue must be
       greater than $50 million and (Y) the minimum holding by
       the Corporation of each issue of preferred stock is
       $500,000 and the maximum holding of preferred stock of
       each issue is $5 million. In addition, preferred stocks
       issued by transportation companies will not be considered
       Moody's Eligible Assets;

       (l)	Convertible securities (including convertible
       preferred stock), provided that (A) the issuer of common
       stock must have a Moody's senior unsecured debt of Caa or
       better, or a rating of CCC or better by S&P or Fitch, (B)
       the common stocks must be traded on the New York Stock
       Exchange, NYSE Amex Equities, or the NASDAQ, (C)
       dividends must be paid in U.S. dollars, (D) the portfolio
       of convertible bonds must be diversified as set forth in
       the table set forth below and (E) the company shall not
       hold shares exceeding the average weekly trading volume
       during the preceding month;

       (m)	Common stock, preferred stock or any debt security of
       REITs or real estate companies;

       (n)	Pooled investment vehicles including Business
       Development Companies, Master Limited Partnerships
       Securities, Private Investment Companies and Registered
       Investment Companies;

       (o)	Foreign Currency Transactions;

       (p)	Moody's Derivatives Transactions; and

       (q)	Financial contracts, as such term is defined in
       Section 3(c)(2)(B)(ii) of the 1940 Act  and other
       securities or assets not otherwise provided for in this
       definition, but only upon receipt by the Corporation of a
       letter from Moody's specifying any conditions on
       including such financial contract or other securities or
       assets in Moody's Eligible Assets and assuring the
       Corporation that including such financial contract or
       other securities or assets in the manner so specified
       would not affect the credit rating assigned by Moody's to
       the Series E Preferred Stock.

	TWENTY-SEVENTH: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "Moody's
Exposure Period":

		"Moody's Exposure Period" means the period commencing
on a given Valuation Date and ending 49 days thereafter.

	TWENTY-EIGHTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Moody's
Industry Classifications" in its entirety and inserting in lieu
thereof the following:

           "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 E Preferred Stock):

       1.	Aerospace and Defense: Major Contractor, Subsystems,
       Research, Aircraft Manufacturing, Arms, and 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, 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, Sulfur, Plastics, Plastic
       Products, Abrasives, Coatings, Paints, Varnish, Fabricating

       7.	Containers, 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 Communicating 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, House wares, 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, and 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.

	TWENTY-NINTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Mortgage Pass-
Through Certificates":

		"Mortgage Pass-Through Certificates" means publicly-
issued instruments maintaining at least AA- ratings by S&P.
Certificates evidence proportional, undivided interests in pools
of whole residential mortgage loans.  Pass-through certificates
backed by pools of convertible adjustable rate mortgages (ARMs)
are acceptable as eligible collateral at 5 points above the
levels established for pass-through certificates backed by fixed
or non-convertible ARM pools.

	THIRTIETH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Paying Agent" in
its entirety and inserting in lieu thereof the following:

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

	THIRTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Preferred Stocks"
in its entirety.

	THIRTY-SECOND: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "Private
Investment Companies":

		"Private Investment Companies" means investment
companies that are structured to be exempt under the 1940 Act.
	THIRTY-THIRD: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Registered
Investment Company":

		"Registered Investment Company" means an investment
company, such as an open-end or closed-end mutual fund, which
files a registration statement with the Commission and meets all
requirements of the 1940 Act.

	THIRTY-FOURTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "Registrar" in
its entirety and inserting in lieu thereof the following:

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

	THIRTY-FIFTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "S&P" in its
entirety and inserting in lieu thereof the following:

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

	THIRTY-SIXTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "S&P Rating Factor"
in its entirety.

	THIRTY-SEVENTH: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "S&P Discount
Factor":

            "S&P Discount Factor" means:

Type of S&P Eligible Asset			Discount Factor for AAA Rating


Common Stocks (including ADRs) 1
     Small cap stocks.................................236.13%
     Mid cap stocks............                    190.13%
     Large cap stocks.....                         174.94%
DRD Eligible Preferred Stock with a senior
or preferred stock rating of at least BBB               312.57%
Non-DRD Eligible Preferred Stock with a
senior or preferred stock rating of at
least BBB                                        201.36%
DRD Eligible Preferred Stock with a senior
or preferred stock rating below BBB                    317.57%
Non-DRD Eligible Preferred Stock with a
senior or preferred stock rating below BBB-          206.36%
Convertible bonds rated AAA to AAA-                    161.53%
Convertible bonds rated AA+ to AA-                    168.00%
Convertible bonds rated A+ to A-                    174.46%
Convertible bonds rated BBB+ to BBB-               180.93%
Convertible bonds rated BB+ to BB-                    187.39%
Convertible bonds rated B+ to B                    193.86%
Convertible bonds rated CCC                         200.32%
Short-Term Money Market Instruments with
maturities of 180 days or less                    104.2%
Short-Term Money Market Instruments with
maturities of between 181 and 360 days               113.3%%
U.S. Government Securities (52 week Treasury
Bills)                                        106.1%
U.S. Government Securities (Two-Year
Treasury Notes)                                   109.8%
U.S. Government Securities (Five-Year
Treasury Notes)                                   115.8%
U.S. Government Securities (Ten-Year
Treasury Notes)                                   122.6%
U.S. Government Securities (Thirty-Year
Treasury Bonds)                                   128.0%
Agency Mortgage Collateral (Fixed 15-Year)          130.2%
Agency Mortgage Collateral (Fixed 30-Year)          132.8%
Agency Mortgage Collateral (ARM 1/1)               122.7%
Agency Mortgage Collateral (ARM 3/1)               123.3%
Agency Mortgage Collateral (ARM 5/1)               123.7%
Agency Mortgage Collateral (ARM 10/1)               123.9%
Bank Loans (S&P Loan Category A)                    117.79%
Bank Loans (S&P Loan Category B)                    125.47%
Bank Loans (S&P Loan Category C)                    154.08%
Bank Loans (S&P Loan Category D)                    178.25%
Corporate Bonds rated at least AAA                    109.6%
Corporate Bonds rated at least AA+                    111.0%
Corporate Bonds rated at least AA                    112.4%
Corporate Bonds rated at least AA-.                    113.7%
Corporate Bonds rated at least A+                    115.3%
Corporate Bonds rated at least A                    116.4%
Corporate Bonds rated at least A-                    117.7%
Corporate Bonds rated at least BBB+                    119.9%
Corporate Bonds rated at least BBB                    121.5%
Corporate Bonds rated at least BBB-                    123.3%
Corporate Bonds rated at least BB+                    136.4%
Corporate Bonds rated at least BB                    136.6%
Corporate Bonds rated at least BB-                    140.6%
Corporate Bonds rated at least B+                    157.3%
Corporate Bonds rated at least B                    171.3%
Corporate Bonds rated at least B-                    187.9%
Corporate Bonds rated at least CCC+                    193.7%
Corporate Bonds rated at least CCC                    230.2%
Corporate Bonds rated at least CCC-                    299.1%
Cash and Cash Equivalents                         100%
Municipal Obligations rated AAA                    143.39%
Municipal Obligations rated AA                    146.39%
Municipal Obligations rated A                         152.39%
Municipal Obligations rated BBB                    155.11%
Municipal Obligations rated BB                    175.11%
Municipal Obligations rated B                         195.11%
Municipal Obligations rated CCC                    215.10%
Unrated Municipal Obligations                         220.00%
Common Stock of REITs and other real estate
companies                                        152.82%
Mortgage Pass-Through Certificates 15-yr               132.0%
Mortgage Pass-Through Certificates 30-yr.               134.6%
Mortgage Pass-Through Certificates 1/1               126.3%
Mortgage Pass-Through Certificates 3/1               126.8%
Mortgage Pass-Through Certificates 5/1               127.2%
Mortgage Pass-Through Certificates 10/1               127.5%
Conventional/FHA/VA Mortgages and Whole Loans
15-year                                        134.1%
Conventional/FHA/VA Mortgages and Whole
Loans 30-year                                   136.7%
Conventional/FHA/VA Mortgages and Whole
Loans 1/1                                        130.3%
Conventional/FHA/VA Mortgages and Whole
Loans 3/1                                        131.5%
Conventional/FHA/VA Mortgages and Whole
Loans 5/1                                        131.5%
Conventional/FHA/VA Mortgages and Whole
Loans 10/1                                        131.5%
Collateralized Mortgage Obligations (WAL
less than 5-years)                              135.0%
Collateralized Mortgage Obligations (WAL
more than 5-years and more than 10-years)               145.0%
FHA-Insured Multifamily Loans                         190.0%
Asset-Backed Securities (ABS) (Automobile
loans and fixed-rate credit card
receivables with a weighted average life
(WAL) less than 5-years)                         130.0%
ABS (Automobile loans and fixed-rate credit
card receivables with WAL more than 5-yr
and less than 10 years)                              140.0%
ABS (Floating-rate credit cards)                    113.3%

Notwithstanding the foregoing, the S&P Discount Factor for
short-term Municipal Obligations will be 115% so long as such
Municipal Obligations are rated A-1 + or SP-1 + by S&P and
mature or have a demand feature exercisable within 30 days or
less, or 123% so long as such Municipal Obligations are rated A-
1 or SP-1 by S&P and mature or have a demand feature exercisable
in 30 days or less, or 125% if such Municipal Obligations are
not rated by S&P but are rated equivalent to A-1+ or SP-1+ by
another NRSRO, on a case by case basis; provided, however, that
any such non-S&P rated short-term Municipal Obligations which
have demand features exercisable within 30 days or less must be
backed by a letter of credit, liquidity facility or guarantee
from a bank or other financial institution with a short-term
rating of at least A-l+ from S&P; and further provided that such
non-S&P rated short-term Municipal Obligations may comprise no
more than 50% of short-term Municipal Obligations that qualify
as S&P Eligible Assets; provided, however, that Municipal
Obligations not rated by S&P but rated equivalent to BBB or
lower by another NRSRO, rated BB+ or lower by S&P or non-rated
(such Municipal Obligations are hereinafter referred to as "High
Yield Securities") may comprise no more than 20% of the short-
term Municipal Obligations that qualify as S&P Eligible Assets;
(i) the S&P Discount Factor for Receivables for Municipal
Obligations Sold (as defined below) that are due in more than
five Business Days from such Valuation Date will be the S&P
Discount Factor applicable to the Municipal Obligations sold;
(ii) no S&P Discount Factor will be applied to cash or to
Receivables for Municipal Obligations Sold if such receivables
are due within five Business Days of such Valuation Date; and
(iii) in the case of any Municipal Obligation that is not rated
by S&P but qualifies as an S&P Eligible Asset pursuant to clause
(iii) of that definition, such Municipal Obligation will be
deemed to have an S&P rating one full rating category lower than
the S&P rating category that is the equivalent of the rating
category in which such Municipal Obligation is placed by a
NRSRO.  "Receivables for Municipal Obligations Sold," for
purposes of calculating S&P Eligible Assets as of any Valuation
Date, means the book value of receivables for Municipal
Obligations sold as of or prior to such Valuation Date.  The
Corporation may adopt S&P Discount Factors for Municipal
Obligations other than Municipal Obligations, provided that S&P
advises the Corporation in writing that such action will not
adversely affect its then current rating on the Series E
Preferred.  For purposes of the foregoing, Anticipation Notes
(i.e., notes that will be paid with the proceeds from subsequent
bond issues, from tax revenue or other revenue anticipated to be
received by a government entity) rated SP-1+ or, if not rated by
S&P, equivalent to A-l+ or SP-1+ by another NRSRO, on a case by
case basis, which do not mature or have a demand feature at par
exercisable in 30 days and which do not have a long-term rating,
shall be considered to be short-term Municipal Obligations.

      The S&P Discount Factor applied to cash, cash equivalents
and demand deposits in an "A-l+" rated institution will be 100%.
"A-1+" rated commercial paper, with maturities no greater then
30 calendar days and held instead of cash until maturity is
valued at 100%.  Securities with next-day maturities invested in
"A-1+" rated institutions are considered cash equivalents and
are valued at 100%.  Securities maturing in 181 to 360 calendar
days are valued at 114.2%.

      The S&P Discount Factor for shares of unrated affiliated
money market funds (money market mutual funds meeting the
requirements of Rule 2a-7 under the 1940 Act) used as "sweep"
vehicles will be 110%.  Money market funds rated "AAAm" will be
discounted at the appropriate level as dictated by the S&P
Exposure Period.  No S&P Discount Factor will be applied to
money market funds rated AAAm by S&P with effective next day
maturities.

      Receivables due within five business days of a Valuation
Date will be treated as cash and are valued at 100%.

      Receivables that are due in more than five business days of
a Valuation Date qualify as an S&P Eligible Asset at a value no
greater than the settlement price discounted at the applicable
credit rating and/or exposure period discount factor.

      For purposes of determining the discount factors applicable
to Municipal Obligation collateral not rated by S&P, the
collateral will carry an S&P rating one full rating category
lower than the equivalent S&P rating.

	THIRTY-EIGHTH: Article I.13 of the Articles Supplementary
is hereby amended by deleting the definition of "S&P Eligible
Assets" in its entirety and inserting in lieu thereof the
following:

            "S&P Eligible Assets" means:

       (a)	Deposit Securities;

       (b)	U.S. Government Securities and U.S. Government Agencies;

       (c)	Corporate Bonds/Indebtedness.  Evidences of
       indebtedness other than Deposit Securities, U.S.
       Government Securities and Municipal Obligations that
       are not convertible into or exchangeable or
       exercisable for stock of a corporation (except to the
       extent of ten percent (10%) in the case of a share
       exchange or tender offer) ("Other Debt") and that
       satisfy all of the following conditions:

       (i)	no more than 10% of the Other Debt may be
       unrated;

       (ii)	the remaining term to maturity of such Other
       Debt shall not exceed thirty (30) years;

       (iii)	and such Other Debt must provide for
       periodic interest payments in cash over the
       life of the security;

       (iv)	the issuer of such evidences of indebtedness
       files periodic financial statements with the
       Commission; provided, however, non-rated
       evidences of such indebtedness or issuers of
       Other Debt may not constitute more than 10%
       of the Corporation's Other Debt;

       (d)	Convertible Corporate Indebtedness.

       (e)	Agency Mortgage Collateral.  The following
       conditions apply for Agency Mortgage Collateral:

       (i)	For GNMA certificates backed by pools of
       graduated payment mortgages, levels are 20
       points above established levels;

       (ii)	Qualifying "large pool" FNMA mortgage-backed
       securities and FHLMC participation
       certificates are acceptable as eligible
       collateral.  The eligible fixed-rate
       programs include FNMA MegaPools, FNMA
       Majors, FHLMC Multilender Swaps, and FHLMC
       Giant certificates.  Eligible ARMs programs
       include nonconvertible FNMA ARM MegaPools
       and FHLMC weighted average coupon ARM
       certificates.  Eligible FHLMC Giant programs
       exclude interest-only and principal only
       stripped securities;

       (iii)	FNMA certificates backed by multifamily ARMs
       pegged to the 11th District Cost of Funds
Index are acceptable as eligible collateral
       at 5 points above established levels; and

       (iv)	Multiclass REMICs issued by FNMA and FHLMC
       are acceptable as eligible collateral at the
       collateral levels established for CMOs.

       (f)	Mortgage Pass-Through Certificates.

       (g)	Mortgage-Backed Securities (i.e., debt
obligations that represent claims to cash flows from
       pools of mortgage loans).

       (i)	Mortgage Pass-Through Certificates are
       publicly issued instruments rated at least
       'AA-' by S&P.  Pass-throughs backed by pools
       of convertible adjustable-rate mortgages
       (ARMs) are discounted at an additional five
       percentage points above the levels
       established for pass-throughs backed by
       fixed or non-conventional ARM pools.

       (ii)	Fixed-Rate and Adjustable-rate mortgage
       collateral (Conventional/FHA/VA and Whole
       Loans) Pool must consist of at least 100
       loans each secured by single-family, one-
       unit, detached primary residence.  25% of
       the total pool may have an LTV greater than
       80% but less than or equal to 90%.  10% may
       have an original LTV of no greater than 95%.
       Loans with LTV greater than 80% must have a
       'AA' rated primary mortgage insurance.  25%
       may have balances between $400,000 and
       $600,000, provided the maximum size of any
       loan is appropriate with respect to the
       market area of the originator.  10% of the
       pool may represent condominiums that are
       four stories or less.  High LTVs, high loan
       balance, and condominiums, in aggregate,
       should not exceed 35% of the pool.

       (iii)	FHAA-Insured Multifamily Loans must have a
       minimum principal balance of $100,000 and
       have at least a one-year remaining maturity.
       The aggregate market value of any one loan
       may not exceed 5% of the aggregate market
       value of the portfolio.  Such loans should
be initially included in minimum blocks of
       $5 million.  Project loans must have at
       least a 90% occupancy rate at the time the
       loan is pledged.  After 90 days defaulted
       mortgage loans must be valued at zero.  A
       loan in default should be liquidated or
       substituted within a 90-day period.

       (iv)	Collateralized Mortgage Obligations;

       (h)	Rule 144A Securities;

       (i)	Senior Loans, provided, however, that the initial
       issue amount (facility size) is at least $100 million.
       The minimum accepted holding size (notional amount) of
       any given loan not rated by S&P, Moody's or Other
       Rating Agency is at least $1 million, provided, that
       participation loans are limited to not more than 10%
       of the aggregate value of the S&P Eligible Asset.  For
       loans rated by S&P, Moody's or Other Rating Agency,
       there is no minimum accepted holding size.  Senior
       Loan Participations and non-Senior Loans will qualify
       as S&P Eligible Assets only up to an aggregate maximum
       of 15% of the Corporation's total assets.  These
       levels apply to U.S. lenders only; any international
       loans are excluded.

       (j)	Preferred stocks that satisfy all of the
F	ollowing conditions:
       (i)	The preferred stock issue has a senior
       rating from S&P, or the preferred issue must
       be rated.  In the case of Yankee preferred
       stock, the issuer should have an S&P senior
       rating of at least  BBB-, or the preferred
       issue must be rated at least BBB-.

       (ii)	The issuer, or if the issuer is a special
       purpose corporation, its parent, is listed
       on either the New York Stock Exchange, the
       NYSE Amex Equities or NASDAQ if the traded
       par amount is less than $1,000.  If the
       traded par amount is $1,000 or more exchange
       listing is not required.

       (iii)	The collateral pays cash dividends
       denominated in U.S. dollars.

       (iv)	Private placements under Rule 144A with
       registration  rights are S&P Eligible Assets.

       (v)	The minimum market capitalization of
       eligible issuers is $100 million.

       (k)	Restrictions for floating-rate preferred stock:

       (i)	Holdings must be limited to preferred stock
       with a dividend period of less than or equal
       to 49 days, except for a new issue, where
       the first dividend period may be up to 64
       days.

       (ii)	The floating-rate preferred stock may not
       have been subject to a failed auction.

       (l)	Restrictions for adjustable- or auction-rate
preferred stock:

       (i)	The total fair market value of adjustable-
       rate preferred stock held in the portfolio
       may not exceed 10% of eligible assets.

       (m)	Concentration Limits:

       (i)	Total issuer exposure in preferred stock of
       any one issuer is limited to 10% of the fair
       market value of S&P Eligible Assets.

       (ii)	Preferred stock rated below B- (including
       non-rated preferred stock) are limited to no
       more than 15% of the fair market value of
       the S&P Eligible Assets.

       (iii)	Add 5 points to over-collateralization level
       for issuers with a senior rating or
       preferred stock rating of less than BBB-.

       (iv)	Add 10 point to over-collateralization level
       Of issuers with no senior rating, preferred
       stock rating or dividend history.

       (n)	Common Stocks (including ADRs).  Common stocks
       that satisfy all of the following conditions:

       (i)	Each stock must have a minimum market
       capitalization of at least $100 million.

       (ii)	Restricted stocks (144A securities) or any
       pink sheet stocks (generally, stocks that
       are not carried in daily over-the-counter
       newspaper listings) are ineligible.

       (iii)	The issuer may not hold any equity unless it
       has been listed on an exchange or traded for
       more than one year and one quarter, or 15
       months (eligible stock exchanges are the New
       York Stock Exchange, NYSE Amex Equities,
       Philadelphia Stock Exchange, Boston Stock
       Exchange, Washington Stock Exchange, Midwest
       Stock Exchange, NASDAQ, and National Market
       Quotations).

       (iv)	The collateral is owned by the Corporation,
       or the trustee or collateral agent has a
       first perfected priority security interest
       in the collateral.  (For S&P's perfection of
       Security Interest Criteria, see Legal
       Criteria For Structured Finance
       Transactions, October 2006.)

       Note:  Add 20 percentage points to the
       overcollateralization level for common stock that do
       not meet the requirement of item (m)(iv) above.

       (o)	Municipal Obligations.  A Municipal Obligation
       owned by the Corporation that (i) is interest bearing
       and pays interest at least semi-annually; (ii) is
       payable with respect to principal and interest in U.S.
       Dollars; (iii) has an original issuance size of $10
       million or greater and any securities with an issuance
       size of under $10 million must be rated 'AA' or better
       by S&P; or, if not rated by S&P but rated AAA by
       another NRSRO, on a case by case basis; (iv) except
       for Inverse Floaters (i.e., a bond or other type of
       debt whose coupon rate has an inverse relationship to
       interest rates), is not part of a private placement of
       Municipal Obligations; (v) is issued by any of the 50
       states of the United States, its territories, and
       their subdivisions, counties, cities, towns, villages,
       and school districts; by agencies such as authorities
       and special districts created by the states; and by
       certain federally sponsored agencies such as local
       housing authorities.  Payments made on these bonds are
       exempt from federal income taxes and are generally
exempt from state and local taxes in the state of
issuance; and (vi) fifty percent of the aggregate fair
market value of the pledged pool may be rated by a
NRSRO other than S&P.  Notwithstanding the foregoing
limitations:

       (i)	Municipal Obligations (excluding Escrow
       Bonds) of any one issuer or guarantor
                      (excluding bond insurers) rated at least
                      "BBB" by S&P or "A" by another NRSRO shall
                      be considered S&P Eligible Assets only to
                      the extent the Market Value of such
                      Municipal Obligations (including short-term
                      Municipal Obligations) does not exceed 10%
                      of the aggregate Market Value of S&P
                      Eligible Assets, provided that either (i) 2%
                      is added to the S&P Discount Factor for
every 1% by which the Market Value for any
issuer exceeds 5%, up to a maximum of 10% or
(ii) 10% is added to the S&P Discount Factor
for any issuer that exceeds 5% of the
aggregate S&P Eligible Assets.  High Yield
Securities of any one issuer shall be
considered to be S&P Eligible Assets only to
the extent the Market Value of such
Municipal Obligations does not exceed 5% of
the aggregate Market Value of S&P Eligible
Assets;

       (ii)	Municipal Obligations not rated by S&P shall
                      be considered S&P Eligible Assets only to
                      the extent the Market Value of such
                      Municipal Obligations does not exceed 50% of
                      the aggregate Market Value of S&P Eligible
                      Assets; provided, however, that High Yield
                      Securities shall be considered S&P Eligible
                      Assets only to the extent the Market Value
                      of such Municipal Obligations does not
                      exceed 20% of the aggregate Market Value of
                      S&P Eligible Assets; and

              (iii)	Municipal Obligations issued by issuers in
any one state or territory will be
considered S&P Eligible Assets only to the
extent the Market Value of such Municipal
Obligations does not exceed 25% of the
aggregate Market Value of S&P Eligible
       Assets; or

       (p)	Asset Backed Securities.  Receivables-backed
       tranches are publicly issued with a rating of "AA" or
       higher by S&P, tranches are current interest-bearing,
       fixed- or floating-rate, and are backed by automobile
       loans or credit card (fixed-rate only) receivables
       with an original issuance size of at least $200
       million.  No more than 25% of the total market value
       of the collateral can be from one private sector
issuer.  With respect to floating-rate credit card
receivables, not more than 25% of the collateral may
be from one investment-grade private sector issuer.
No more than 10% of the market value of the collateral
may be from one noninvestment-grade private sector
issuer.

       (q) 	Escrow Bonds (i.e., a type of municipal
       obligation backed by escrow funds designed to make
       payments as outlined in the security's original
       indenture) may comprise 100% of the Corporation's S&P
       Eligible Assets.  Bonds that are legally defeased and
       secured by direct U.S. Government Securities are not
       required to meet any minimum issuance size
       requirement.  Bonds that are economically defeased or
       secured by other U.S. agency paper must meet the
       minimum issuance size requirement for the Corporation
       described above.  Bonds initially rated or re-rated as
       an Escrow Bond by another NRSRO are limited to 50% of
       the Corporation's S&P Eligible Assets, and carry one
       full rating lower than the equivalent S&P rating for
       purposes of determining the applicable discount
       factors.  Bonds economically defeased and either
       initially rated or re-rated by S&P or another NRSRO
       are assigned that same rating level as its debt
       issuer, and will remain in its original industry
       category.

The Corporation's portfolio must consist of no less than 20
issues representing no less than 10 industries as determined by
the S&P Global Industry Classification System.

Any asset of the Corporation that does not have an S&P Discount
Factor will be valued at $0.00.

	THIRTY-NINTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Exposure
Period":

		"S&P Exposure Period" means the sum of (i) that number
of days from the last Valuation Date on which the Corporation's
Discounted Value of S&P Eligible Assets were greater than the
Basic Maintenance Amount to the Valuation Date on which the
Corporation's Discounted Value of S&P Eligible Assets failed to
exceed the Basic Maintenance Amount, (ii) the maximum number of
days following a Valuation Date that the Corporation has under
these Article Supplementary to cure any failure to maintain a
Discounted Value of S&P Eligible Assets at least equal to the
Basic Maintenance Amount, and (iii) the maximum number of days
the Corporation has to effect a mandatory redemption under these
Articles Supplementary.

	FORTIETH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Hedging
Transactions":

            "S&P Hedging Transactions" means for so long as any
Series E Preferred are rated by S&P, the Corporation will not
purchase or sell futures contracts, write, purchase or sell
options on futures contracts or write put options (except
covered put options) or call options (except covered call
options) on portfolio securities unless it receives written
confirmation from S&P that engaging in such transactions will
not impair the ratings then assigned to Series E Preferred by
S&P, except that the Corporation may, notwithstanding any
limitations in paragraph 10 of this Article I, purchase or sell
futures contracts and engage in swaps, caps, floors, and
collars, reverse repurchase or repurchase agreements, short
sales, write, purchase or sell put and call options on such
contracts (collectively, "S&P Hedging Transactions"), subject to
the following limitations:

            Futures and Options

       (a)	S&P Hedging Transactions may not exceed the
       notional value of the Preferred Stock that
       is outstanding;

       (b)	the Corporation will engage in closing
       transactions to close out any outstanding
futures contract which the Corporation owns
or has sold or any outstanding option
thereon owned by the Corporation in the
event (A) the Corporation does not have S&P
Eligible Assets with an aggregate Discounted
Value equal to or greater than the Basic
Maintenance Amount on two consecutive
Valuation Dates and (B) the Corporation is
required to pay variation margin on the
second such Valuation Date;

(c)	the Corporation will engage in a Closing
       Transaction to close out any outstanding
       futures contract or option thereon in the
       month prior to the delivery month under the
       terms of such futures contract or option
       thereon unless the Corporation holds the
       securities deliverable under such terms or
       the contract or option is to be settled in
       cash; and

       (d)	when the Corporation writes a futures
contract or option thereon, it will either
maintain an amount of cash, cash equivalents
or liquid securities in a segregated account
with the Corporation's custodian, so that
the amount so segregated plus the amount of
initial margin and variation margin held in
the account of or on behalf of the
Corporation's broker with respect to such
futures contract or option equals the Market
Value of the futures contract or option, or,
in the event the Corporation writes a
futures contract or option thereon which
       requires delivery of an underlying security,
       it shall hold such underlying security in
       its portfolio.

Credit Default Swaps entered into according to
International Swap Dealers Association ('ISDA') standards
if premiums not paid in advance will be counted as a
liability for purpose of the asset coverage test; the
Corporation is not the seller of credit protection.

            Interest Rate Swaps

       (a)	the Corporation may engage in interest rate
       swaps if it is accordance to International
       Swap Dealers Association ('ISDA') standards,

       (b)	the counterparty to the swap transaction has
a minimum short-term rating of `A-1' or
equivalent by S&P, or, if the counterparty
does not have a short-term rating, the
counterparty's minimum senior unsecured
long-term debt rating is `A-', or equivalent
by S&P, or higher,

       (c)	The original aggregate notional amount of
the interest rate swap transaction or
transactions is not to be greater than the
liquidation preference of the Preferred
Stock,

       (d)	The interest rate swap transaction will be
marked-to-market weekly by the swap
counterparty. If the Corporation fails to
maintain an aggregate discounted value at
least equal to the basic maintenance amount
on two consecutive Valuation Dates then the
agreement shall terminate immediately,

       (e)	For the purpose of calculating the asset
coverage test, 90% of any positive mark-to-
market valuation of the Corporation's rights
will be S&P Eligible Assets and 100% of any
negative mark-to-market valuation of the
Corporation's rights will be included in the
calculation of the Basic Maintenance Amount,

       (f)	The Corporation must maintain liquid assets
with a value at least equal to the net
amount of the excess, if any, of the
Corporation's obligations over its
entitlement with respect to each swap.  If
the swap agreement is not on a net basis, it
must maintain liquid and unencumbered assets
with a value at least equal to the full
amount of the Corporation's accrued
obligations under the agreement.  For caps
and floors, the Corporation must maintain
       liquid assets with a value at least equal to
       the Corporation's obligations with respect
       to such caps or floors.

            Short Sales
The Corporation may engage in short sales of
securities or short sales against the box if:

       (a)	the Corporation segregates liquid and
unencumbered assets in an amount that when
combined with the amount of collateral
deposited with the broker in connection with
the short sale equals the current market
value of the security sold short or if the
Corporation enters into a short sale against
the box, it is required to segregate
securities equivalent in kind and amount to
the securities sold short and is required to
hold such securities while the short sale is
outstanding.

       (b)	The transaction will be marked-to-market
       daily by the counterparty.

            Margin Purchase

       (a)	the Corporation segregates liquid and
unencumbered assets in an amount that when
combined with the amount of collateral
deposited with the broker in connection with
the margin purchase equals the current net
		obligation of the Corporation.

       (b)	The transaction will be marked-to-market
       daily by the counterparty.

            Reverse Repurchase Agreement

The Corporation may engage in reverse repurchase
agreements if:

       (a)	the counterparty is rated at least A-/A-1
       and the agreement matures in 30 days or
       less, or

       (b)	the counterparty must be rated AA-/A-1+ if
       the transaction matures in more than 30 days
       but less than 183 days,

       (c)	and the securities are marked-to-market
daily by the counterparty.
For purposes of determining whether the Corporation
has S&P Eligible Assets with a Discounted Value that
equals or exceeds the Basic Maintenance Amount, the
Discounted Value of cash or securities held for the
payment of initial margin or variation margin shall be
zero and the aggregate settlement value of the
       transaction shall be reduced by an amount equal to the
       S&P Discount Factor for that asset.
       The Corporation's obligations to any counterparty
       under an S&P Hedging Transaction shall be counted as a
       liability that is senior to the preferred in
       calculating the Basic Maintenance Amount.

	FORTY-FIRST: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Industry
Classifications":

            "S&P Industry Classifications" means for the purpose
of determining S&P Eligible Assets, each of the following
industry classifications (as defined by the S&P Global Industry
Classification System):

Aerospace & Defense					Industrial Conglomerates
Air Freight and Logistics Airlines			Insurance
Automobiles							Internet & Catalog Retail
Automobile Components					Internet Software & Services
Beverages							IT Services
Biotechnology						Leisure Equipment & Products
Building Products						Machinery
Cable								Marine
Capital Markets						Media
Computers & Peripherals					Metals & Mining
Commercial Banks						Office Electronics
Commercial Services & Supplies			Oil & Gas
Communications Equipment				Packaging and Containers
Construction & Engineering				Paper & Forest Products
Consumer Finance						Personal Products
Containing & Packaging					Pharmaceuticals
Distributors						Real Estate
Diversified Financial Services			Retail
Diversified Telecommunication Services 		Road & Rail
Electric Utilities 					Software
Electrical Equipment					Specialty Retail
Electronic Equipment & Instrument	Semiconducters and Semi Conducter
Energy Equipment & Services				Equipment
Food & Staples Retailing				Textiles, Apparel and
       Luxury Goods
Food Products 						Thrift & Mortgage Finance
Gas Utilities						Tobacco
Healthcare Equipment & Supplies			Trading Companies & Distributors
Healthcare Providers & Services		Transportation and
		Infrastructure
Hotels, Restaurants & Leisure				Transportation Utilities
Household Durables 					Water Utilities
Household Products 	Wireless Telecommunication
	Services

The Corporation will use its discretion in determining
which industry classification is applicable to a particular
investment in consultation with its Independent Accountant
and S&P, to the extent the Corporation considers necessary.

	FORTY-SECOND: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "S&P Loan
Category":

            "S&P Loan Category" means the following four
categories (and, for purposes of this categorization, the Market
Value of an S&P Eligible Asset trading at par is equal to
$1.00):

       a.	"S&P Loan Category A" means Performing Senior
       Loans which have a Market Value greater than
       $0.90;

       b.	"S&P Loan Category B" means Performing Senior
       Loans which have a Market Value greater than or
       equal to $0.85 but equal to or less than $0.90;

       c.	"S&P Loan Category C" means non-Performing Senior
       Loans which have a Market Value greater than
       $0.85;

       d.	"S&P Loan Category D" means:

       (i)	Performing Senior Loans which have a Market
       Value less than $.85; and

       (ii)	Non-Performing Senior Loans which have a
       Market Value less than or equal to $.85.

e.	"Performing" means that no default as to the
payment of principal or interest has occurred and
       is continuing.

	FORTY-THIRD: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Senior Loan":

		"Senior Loan" means any secured Bank Loan that is not
subordinated by its terms to any other indebtedness of the
borrower.

	FORTY-FOURTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Senior Loan
Participation":

		"Senior Loan Participation" means participations by
the Corporation in a lender's portion of a Bank Loan where the
Corporation has a contractual relationship with such lender and
not the borrower.

	FORTY-FIFTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Short-Term Money
Market Instrument" in its entirety and inserting in lieu thereof
the following:

			"Short-Term Money Market Instrument" means the
following types of instruments if, on the date of purchase or
other acquisition thereof by the Corporation, the remaining term
to maturity thereof is not in excess of 180 days (or 270 days
for instruments rated at least Aaa for purposes of determining
Moody's Eligible Assets); or 360 days for purposes of
determining S&P's Eligible Assets:

                     (i)	commercial paper rated either F-1
       by Fitch or A-1 by S&P if such commercial paper matures in
       30 days or P-1 by Moody's and either F-1+ by Fitch or A-1+
       by S&P 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;

                     (iv) U.S. Government Obligations and
       Government Securities; and

                     (v) Eurodollar demand or time deposits in,
       or certificates of deposit of, the head office or the
       London branch office of a depository institution or trust
       company if the certificates of deposit, if any, and the
       long-term unsecured debt obligations (other than such
       obligations the ratings of which are based on the credit of
       a person or entity other than such depository institution
       or trust company) of such depository institution or trust
       company that have (1) credit ratings on each Valuation Date
       of at least P-1 from Moody's and either F-1+ from Fitch or
       A-1+ from S&P, in the case of commercial paper or
       certificates of deposit, and (2) credit ratings on each
       Valuation Date of at least Aa3 from Moody's and either AA
       from Fitch or AA- from S&P, in the case of long-term
       unsecured debt obligations; provided, however, that in the
case of any such investment that matures in no more than
       one Business Day from the date of purchase or other
       acquisition by the Corporation, all of the foregoing
       requirements shall be applicable except that the required
       long-term unsecured debt credit rating of such depository
       institution or trust company from Moody's, Fitch and S&P
       shall be at least A2, A-2 and A, respectively; and provided
       further, however, that the foregoing credit rating
       requirements shall be deemed to be met with respect to a
       depository institution or trust company if (1) such
       depository institution or trust company is the principal
       depository institution in a holding company system, (2) the
       certificates of deposit, if any, of such depository
       institution or trust company are not rated on any Valuation
       Date below P-1 by Moody's, F-1+ by Fitch or A-1+ by S&P and
       there is no long-term rating, and (3) the holding company
       shall meet all of the foregoing credit rating requirements
       (including the preceding proviso in the case of investments
       that mature in no more than one Business Day from the date
       of purchase or other acquisition by the Corporation); and
       provided further, that the interest receivable by the
       Corporation shall not be subject to any withholding or
       similar taxes.

	FORTY-SIXTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Transfer Agent" in
its entirety and inserting in lieu thereof the following:

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

	FORTY-SEVENTH: Article I.13 of the Articles Supplementary
is hereby amended by inserting the definition of "U.S.
Government Securities":

		"U.S. Government Securities"  mean securities that are
direct obligations of, and obligations the timely payment of
principal and interest on which is fully guaranteed by, the
United States or any agency or instrumentality of the United
States, the obligations of which are backed by the full faith
and credit of the United States and in the form of conventional
bills, bonds and notes.

       FORTY-EIGHTH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "VA Mortgage":

		"VA Mortgage" means a mortgage qualifying under the
mortgage loan program established by the United States
Department of Veterans Affairs to help veterans and their
families obtain home financing.

	FORTY-NINTH: Article I.13 of the Articles Supplementary is
hereby amended by deleting the definition of "Valuation Date" in
its entirety and inserting in lieu thereof the following:

		"Valuation Date" means the last Business Day of each
month, or for purposes of determining whether the Corporation is
maintaining the Basic Maintenance Amount, each business day
commencing with the Date of Original Issue.

	FIFTIETH: Article I.13 of the Articles Supplementary is
hereby amended by inserting the definition of "Whole Loan":

		"Whole Loan" means an investment representing an
original mortgage loan from a loan representing a participation
with one or more lenders.

    	FIFTY-FIRST: The amendments set forth in these Articles of
Amendment were duly approved by the Board of Directors of the
Corporation in accordance with Article III of the Articles
Supplementary and the Maryland General Corporation Law.  No
stock entitled to be voted on the matter was outstanding or
subscribed for at the time of the approval of the amendments set
forth in these Articles of Amendment.

	FIFTY-SECOND: The amendments contemplated by these Articles
of Amendment do not increase the authorized stock of the
Corporation or the aggregate par value thereof.
[Remainder of page intentionally left blank]



	The undersigned President of The Gabelli Equity Trust Inc.,
who executed these Articles of Amendment on behalf of the
Corporation, hereby acknowledges, in the name and on behalf of
the Corporation, that these Articles of Amendment are the
corporate act of the Corporation and states further, under the
penalties of perjury, that to the best of his knowledge,
information and belief, the matters and facts set forth herein
with respect to authorization and approval are true in all
material respects.
     	IN WITNESS WHEREOF, The Gabelli Equity Trust Inc. has
caused these Articles of Amendment to be signed in its name and
on its behalf by its President and witnessed by its Secretary as
of this 27th day of May, 2009.

    WITNESS:                      THE GABELLI EQUITY TRUST INC.

By:  /s/ Agnes Mullady            By:     /s/ Bruce N. Alpert
Name:  Agnes Mullady              Name:  Bruce N. Alpert
Title:  Secretary                  Title:  President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>get77q15.txt
<TEXT>
                     The Gabelli Equity Trust Inc.
                       Exhibit to Item 77Q1(a)

                     THE GABELLI EQUITY TRUST INC.

                     ARTICLES OF AMENDMENT TO THE
                        ARTICLES SUPPLEMENTARY
                 CREATING AND FIXING THE RIGHTS OF
               5.875% SERIES D CUMULATIVE PREFERRED STOCK

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

         FIRST: Article I of the Articles Supplementary
Creating and Fixing the Rights of 5.875% Series D Cumulative
Preferred Stock ("Articles Supplementary") is hereby amended by
inserting the definition of "Bank Loans":

        "Bank Loans" means direct purchases of, assignments
of, participations in and other interests in (a) any bank loan
or (b) any loan made by an investment bank, investment fund or
other financial institution, provided that such loan under this
clause (b) is similar to those typically made, syndicated,
purchased or participated by a commercial bank or institutional
loan investor in the ordinary course of business.

    SECOND: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Business Development
Company"

        "Business Development Company" (BDCs) means a type of
closed-end fund regulated under the 1940 Act whose shares are
typically listed for trading on a U.S. securities exchange. BDCs
are publicly-traded funds that typically invest in and lend to
small and medium-sized private and certain public companies that
may not have access to public equity markets for capital
raising. BDCs invest in such diverse industries as healthcare,
chemical and manufacturing, technology and service companies.

    THIRD: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Discount Factor":

        "Discount Factor" means (a) so long as Moody's is
rating the Series D Preferred Stock at the Corporation's
request, the Moody's Discount Factor, or (b) any applicable
discount factor established by any Other Rating Agency,
whichever is applicable.

    FOURTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Fitch":

        "Fitch" means Fitch Ratings.

    FIFTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Foreign Currency
Transactions":

        "Foreign Currency Transactions" means any technique
used by the Corporation to hedge its exposure to foreign
currencies, including forward foreign currency exchange
contracts.

    SIXTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Foreign Sovereign Debt":

        "Foreign Sovereign Debt" means debt issued by a
national government other than the United States.

    SEVENTH: Article I of the Articles Supplementary is hereby
amended by deleting the definition of "Market Value" in its
entirety and inserting in lieu thereof the following:

        "Market Value" means the market value of an asset of
the Corporation as computed as follows:  (i) Equity securities
listed or traded on a nationally recognized securities exchange
or traded in the U.S. over-the-counter market where trades are
reported contemporaneously and for which market quotations are
readily available, are valued at the last quoted sale or a
market's official closing price at the close of the exchange's
or other market's regular trading hours, as of or prior to the
time and day as of which such value is being determined.
Portfolio securities traded on more than one national securities
exchange or market are valued according to the broadest and most
representative market as determined by the Adviser. If there has
been no sale on the day the valuation is made, the securities
are valued at the closing bid price on the principal market for
such security on such day.  If no asked prices are quoted on
such day, then the security is valued at the closing bid price
on the principal market for such security on such day.  If no
bid or asked prices are quoted on such day, the security is
valued at the most recently available price.  (ii) Debt
instruments are valued based upon (a) the basis of prices
provided by a pricing service or (b) the lower of the value set
forth in bids from two independent dealers in securities, one of
which bids will be in writing.

    EIGHTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Master Limited
Partnership Securities":

            "Master Limited Partnership Securities" means the
following securities, restricted or unrestricted, issued by a
Master Limited Partnership (MLP) or an affiliate of an MLP: (1)
common units, (2) convertible subordinated units, (3) I-Shares,
(4) I-units and (5) debt securities.

    NINTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Moody's Derivatives
Transactions":

            "Moody's Derivatives Transactions" means, for so long
as any Series D Preferred Stock is rated by Moody's, the
Corporation may, notwithstanding the limitations in paragraph 7
of Article II, buy or sell financial futures contracts, write,
purchase or sell call options on financial futures contracts or
purchase put options on financial futures contracts or write
call options on portfolio securities, swaps and securities
lending unless it receives written confirmation from Moody's
that engaging in such transactions would impair the ratings then
assigned to the  preferred stock by Moody's, subject to the
following limitations:

            (a)    Futures and call options:  For purposes of the
Basic Maintenance Amount, futures held by the Corporation and
call options sold by the Corporation shall not be included as
Moody's Eligible Assets.  However, such assets shall be valued
at Market Value by subtracting the good faith margin and the
maximum daily trading variance as of a Valuation Date.  For call
options purchased by the Corporation, the Market Value of the
call option will be included as Moody's Eligible Assets subject
to a Moody's Discount Factor mutually agreed to between the
Corporation and Moody's based on the characteristics of the
option contract such as its maturity and the underlying security
of the contract.

            (b)    Securities lending:  To increase income, the
Corporation may lend its portfolio securities to securities
broker-dealers or financial institutions if (i) the loan is
collateralized in accordance with applicable regulatory
requirements and (ii) no loan will cause the value of all loaned
securities to exceed 20% of the value of its total assets.  For
purposes of calculating the Basic Maintenance Amount, such
securities lent shall be included as Moody's Eligible Assets
with the appropriate Moody's Discount Factor applied to such
lent security.  The obligation to return such collateral shall
not be included as an obligation/liability for purposes of
calculating the Basic Maintenance Amount.  However, the
Corporation may reinvest cash collateral for securities lent in
conformity with its investment objectives and policies and the
provisions of these Articles Supplementary.  In such event, the
Corporation may reinvest cash collateral to the extent that
securities lending collateral received is invested by the
Corporation in assets that otherwise would be Moody's Eligible
Assets and the value of such assets exceeds the amount of the
Corporation's Moody's Eligible Assets by applying the applicable
Moody's Discount Factor to this amount and adding the product to
total Moody's Eligible Assets.  Conversely, if the value of
assets in which securities lending collateral has been invested
is less then the amount of the Corporation's obligation to
return the collateral on a Valuation Date, such difference shall
be included as an obligation/liability of the Corporation for
purposes of calculating the Basic Maintenance Amount.
Collateral received by the Corporation in a securities lending
transaction and maintained by the Corporation in the form
received shall not be included as a Moody's Eligible Asset for
purposes of calculating the Basic Maintenance Amount.

            (c)    Interest rate swaps:  Only the cumulative
unsettled profit and loss from an interest rate swap transaction
will be calculated when determining the Basic Maintenance
Amount.  If the Corporation has an outstanding gain from an
interest rate swap transaction on a Valuation Date, the gain
will be included as a Moody's Eligible Asset subject to the
Moody's Discount Factor on the counterparty to the interest rate
swap transaction.  If the Corporation has an outstanding
liability from an interest rate swap transaction on a Valuation
Date, the Corporation will subtract the outstanding liability
from the total Moody's Eligible Assets in calculating the Basic
Maintenance Amount.

            If not otherwise provided for in (a)-(c) above,
derivative instruments will be included as Moody's Eligible
Assets subject to a Moody's Discount Factor as mutually agreed
to between the Corporation and Moody's.

    TENTH: Article I of the Articles Supplementary is hereby
amended by deleting the definition of "Moody's Discount Factor"
in its entirety and inserting in lieu thereof the following:

            "Moody's Discount Factor" means, with respect to a
Moody's Eligible Asset specified below, the following applicable
number:

            (a)    Corporate debt securities:  The percentage
determined by reference to the rating on such asset with
reference to the remaining term to maturity of such asset, in
accordance with the table set forth below (non convertibles).

                    Moody's Rating Category
Term to Maturity
of Corporate Debt

Security(1)        Aaa     Aa     A     Baa     Ba     B    Unrated2
1 year or less    109%    112%   115%   118%   137%   150%   250%
1 - 2 years        115    118    122    125    146    160    250
2 - 3 years        120    123    127    131    153    168    250
3 - 4 years        126    129    133    138    161    176    250
4 - 5 years        132    135    139    144    168    185    250
5 - 7 years        139    143    147    152    179    197    250
7 - 10 years       145    150    155    160    189    208    250
10 - 15 years      150    155    160    165    196    216    250
15 - 20 years      150    155    160    165    196    228    250
20 - 30 years      150    155    160    165    196    229    250
Greater than
30 years           165    173    181    189    205    240    250

(1)    The Moody's Discount Factors above for corporate debt
securities shall also be applied to any interest rate swap
or cap, in which case the rating of the counterparty shall
determine the appropriate rating category.
(2)    Unless conclusions regarding liquidity risk as well as
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 debt security is unrated by
Moody's, S&P or Fitch, the Corporation will use the
percentage set forth under "Unrated" 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.  Split rated securities assigned
by S&P and Fitch will be accepted at the lower of the two
ratings.
For corporate debt securities that do not pay interest in U.S.
dollars, the fund sponsor will contact Moody's to obtain the
applicable currency conversion rates.

            (b)    Preferred stock:  The Moody's Discount Factor for
taxable preferred stock shall be:

       Aaa                150%
       Aa                155%
       A                160%
       Baa                165%
Ba                196%
       B                216%
       <B or Not Rated        250%

       Middle Market Bank     476%
       Non-cumulative
       perpetual preferreds

       Investment Grade DRD    165%
       Preferred Stock

       Non-Investment Grade    216%
       DRD Preferred Stock

For non-cumulative preferred stock, the Discount Factor should
be amplified by 110%.

            (c)    Common stock:

Common Stocks(1)            Large Cap    Mid Cap    Small Cap
7 week exposure period          200%     205%          220%

(1)  Market cap for large-cap stocks are $10 billion and up,
mid-cap stocks range between $2 billion and $10 billion, and
small-cap stocks are $2 billion and below.

            (d)    Convertible securities (including convertible
preferreds):
                                  Non
                Investment        Investment
Delta           Grade             Grade                Unrated
..00 - .40    Use Corporate Debt   Securities Table        250%
..41 - .80       192%              226%                    250%
..81 - 1.00       195%             229%                    250%

With respect to "structured synthetic convertible" securities,
the discount factors above should be grossed up by an
additional 20% of the base discount percentage.

            (e)    Common stock, preferred stock and corporate debt
securities of REITs:

      a.    For common stock and preferred stock of real
estate investment trusts ("REITs"), the Moody's
Discount Factor shall be the percentage specified in
the table set forth below:

          Moody's Discount Factor
common stock of REITs                        154%
preferred stock of REITs

with a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):            154%

without a Moody's, S&P or Fitch rating
(including a Senior Implied Rating):            208%

      b.    Notwithstanding the above, a Moody's
Discount Factor of 250% will be applied:  (a) to those
assets in a single NAREIT industry category/sector
which exceed 30% of Moody's Eligible Assets but are
not greater than 35% of Moody's Eligible Assets;
(b) if dividends on such securities have not been paid
consistently (either quarterly or annually) over the
previous three years, or for such shorter time period
that such securities have been outstanding; or (c) if
the market capitalization (including common stock and
preferred stock) of an issuer is below $500 million.

      c.    For corporate debt securities of REITs,
apply the Moody's Discount Factors listed above under
Corporate debt securities.

            (f)    Short-Term Instruments:  The Moody's Discount
Factor applied to short-term portfolio securities, including
without limitation corporate debt securities and Short-Term
Money Market Instruments will be (1) 100%, so long as such
portfolio securities mature or have a demand feature at par
exercisable within the Moody's Exposure Period and are rated Aaa
or at least Prime-1, V-Mig1, or equivalent, or be a rated money-
market fund; and (2) 115%, so long as such portfolio securities
do not mature within the Moody's Exposure Period or have a
demand feature at par not exercisable within the Moody's
Exposure Period.  A Moody's Discount Factor of 100% will be
applied to cash.

            (g)    U.S. Government Obligations and U.S. Treasury
Strips:






                               U.S.               U.S
                               Government         Treasury   .
                               Obligations        Strips Discount
Remaining Term to Maturity     Discount Factor    Factor
1 year or less                 107%               107 %
1 - 2 years                    113                115
2 - 3 years                    118                121
3 - 4 years                    123                128
4 - 5 years                    128                135
5 - 7 years                    135                147
7 - 10 years                   141                163
10 - 15 years                  146                191
15 - 20 years                  154                218
20 - 30 years                  154                244

            (h)    Foreign Sovereign Debt:
+      a.    Debt denominated in US$:

       Moody's Sovereign Debt Rating
       Below
       B &
Term to Maturity(2)    Aaa     Aa     A    Baa     Ba     B     Unrated
1 year or less        109%    112%   115%  118%    137%   150%    250%
2 years or less (but
longer than 1 year)    115    118    122    125    146    160    250
3 years or less (but
longer than 2 years)    120    123    127    131    153    168    250
4 years or less (but
longer than 3 years)    126    129    133    138    161    176    250
5 years or less (but
longer than 4 years)    132    135    139    144    168    185    250
7 years or less (but
longer than 5 years)    139    143    147    152    179    197    250
10 years or less (but
longer than 7 years)    145    150    155    160    189    208    250
15 years or less (but
longer than 10 years)    150    155    160    165    196    216    250
20 years or less (but
longer than 15 years)    150    155    160    165    196    228    250
30 years or less (but
longer than 20 years)    150    155    160    165    196    229    250
Greater than 30 years    165    173    181    189    205    240    250

      b.    For sovereign debt denominated in non-U.S.
currency apply additional Currency Discount Factor:
Foreign Currency                    Currency Discount Factor
CAD Canadian Dollar                        107%
EUR Euro                                111%
GBP British Pound                            115%
JPY Japanese Yen                            116%
AUD Australian Dollar                        113%
HKD Hong Kong Dollar                        140%
NZD New Zealand Dollar                        114%
NOK Norway Kroner                            111%
SEK Sweden Kronor                            113%
THB Thailand Baht                            295%
KRW South Korea Won                        295%
TWD Taiwan New Dollars                        135%
SGD Singapore Dollars                        135%
IDR Indonesia Rupiahs                        315%
INR India Rupees                            170%
MYR Malaysia Ringgits                        170%
CZK Czech Republic Koruny                    200%
PHP Philippines Pesos                        200%
HUF Hungary Forint                        200%
PLN Poland Zlotych                         200%
SKK Slovakia Koruny                        200%
TRY Turkey New Lira                        200%
RUB Russia Rubles                            200%
ZAR South Africa Rand                        200%
CLP Chile Pesos                            200%
MXN Mexico Pesos                            200%
COP Columbia Pesos                        200%
BRL Brazil Reais                            200%

(1)    If the Corporation invests in a security denominated in a
currency other than that found in the above table, contact
Moody's to obtain the applicable Currency Discount Factor
for such security.

            (i)    Foreign non-sovereign debt:  The Moody's Discount
Factor applied to non-sovereign debt obligations will be (A) in
the case of a non-sovereign debt obligation denominated in U.S.
dollars, 250%, and (B) in the case of a non-U.S. sovereign debt
obligation denominated in a foreign currency, 250% multiplied by
the Currency Discount Factor for such foreign currency.

            (j)    Rule 144A securities: The Moody's Discount Factor
applied to Rule 144A Securities for Rule 144A Securities whose
terms include rights to registration under the 1933 Act within
one year and Rule 144A Securities which do not have registration
rights within one year will be 120% and 130%, respectively, of
the Moody's Discount Factor which would apply were the
securities registered under the 1933 Act.

            (k)    Catastrophe bonds: The Moody's Discount Factor
applied to catastrophe bonds will be 475%.

            (l)    Bank loans:  The Moody's Discount Factor applied
to senior bank loans ("Senior Loans") shall be the percentage
specified in accordance with the table set forth below (or such
lower percentage as Moody's may approve in writing from time to
time):
       Moody's Rating Category
       Caa and
       below
           (including
           distressed
        and
Type of Loan      Aaa-A        Baa and Ba(1)    B(1)      unrated)(1)
Senior Loans
greater than
$250 MM           118%         136%             149%        250%

non-Senior Loans
greater than
$250 MM             128%        146%            159%        250%

loans less than
$250 MM           138%        156%             169%        270%

Second Lien
Bank Loans        168%        185%             200%        270%

Third & Fourth
Lien Bank Loans    218%        240%           260%        351%

(1)    If a Senior Loan is not rated by any of Moody's, S&P or
Fitch, the Corporation will use the applicable percentage
set forth under the column entitled "Caa and below
(including distressed and unrated)" in the table above.
Ratings assigned the S&P and/or Fitch are generally
accepted by Moody's at face value.  However, adjustments to
face value may be made to particular categories of
securities for which the ratings by S&P and/or Fitch do not
seem to approximate a Moody's rating equivalent.  Split
rated securities assigned by S&P and Fitch (i.e., these
rating agencies assign different rating categories to the
security) will be accepted at the lower of the two ratings.

            (m)    Master Limited Partnerships (MLP) - The Moody's
Discount Factor applied to master limited partnerships shall be
applied in accordance with the table set forth below:

MLP Sector (1)                    Discount Factor
Large-cap MLPs                        170%

Mid and Small-cap MLPs
Natural Resources (Oil, Gas, Energy)        292%
Coal and Minerals                        301%
Mortgage Real Estate                    291%
Income Real Estate                    302%
Miscellaneous                        342%

(1)    Restricted MLPs will be increased by 120%.
The Moody's Discount Factor for any Moody's Eligible Asset other
than the securities set forth above will be the percentage
provided in writing by Moody's.

    ELEVENTH: Article I of the Articles Supplementary is hereby
amended by inserting the definition of "Moody's Diversification
Limitations":

            "Moody's Diversification Limitations"  means, with
respect to qualifying for inclusion in Moody's Eligible Assets,
the following diversification and issue size requirements:





                     MAXIMUM         MAXIMUM             MINIMUM
                     SINGLE         SINGLE            ISSUE SIZE
RATINGS(1)         ISSUER(2),(3)   INDUSTRY(3),(4)   ($ IN MILLIONS)(5)
Aaa                100%             100%                $100
Aa                20                 60                  100
A                 10                 40                  100
CS(6), Baa        6                  20                  100
Ba                4                  12                  50(7)
B1-B2(8)          3                   8                  50(7)
B3 or below(8)     2                  5                  50(7)

(1)    Refers to the securities of the portfolio holding.
(2)    Companies subject to common ownership of 25% or more are
considered as one issuer.
(3)    Percentages represent a portion of the aggregate Market
Value of portfolio.
(4)    Industries are determined according to Moody's Industry
Classifications, as defined herein.
(5)    Except for preferred stock, which has a minimum issue size
of $50 million, and mortgage pass throughs issued by
Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation or Government National Mortgage
Association, which has no minimum issue size.
(6)    CS refers to common stock, which is diversified
independently from its ratings level.
(7)    Portfolio holdings from issues ranging from $50 million to
$100 million are limited to 20% of the Corporation's total
assets.
(8)    Securities of the portfolio holdings rated B or below by
Moody's or the equivalent by another nationally recognized
statistical rating organization ("NRSRO") or not rated
shall be considered to be Moody's Eligible Assets only to
the extent the Market Value of such securities does not
exceed 10% of the portfolio Market Value; provided,
however, that if the Market Value of such securities
exceeds 10% of the portfolio Market Value, a portion of
such securities (selected by the Corporation) shall not be
considered Moody's Eligible Assets, so that the Market
Value of such securities (excluding such portion) does not
exceed 10% of the portfolio Market Value.

    TWELFTH: Article I of the Articles Supplementary is hereby
amended by deleting the definition of "Moody's Eligible Assets"
in its entirety and inserting in lieu thereof the following:

            "Moody's Eligible Assets" means:

      (a)    Cash (including interest and dividends due on assets
rated (A) Baa3 or higher by Moody's or the equivalent by another
NRSRO if the payment date is within five (5) Business Days of
the Valuation Date, (B) A2 or higher by Moody's or the
equivalent by another NRSRO if the payment date is within thirty
days of the Valuation Date, and (C) A1 or higher by Moody's or
the equivalent by another NRSRO if the payment date is within
the Moody's Exposure Period) and receivables for Moody's
Eligible Assets sold if the receivable is due within five (5)
Business Days of the Valuation Date, and if the trades which
generated such receivables are (A) settled through clearinghouse
firms with respect to which the Corporation has received prior
written authorization from Moody's or (B) (1) with
counterparties having a Moody's long-term debt rating of at
least Baa3 or the equivalent by another NRSRO or (2) with
counterparties having a Moody's Short Term Money Market
Instrument rating of at least P-1 or the equivalent by another
NRSRO;

      (b)    Short Term Money Market Instruments, so long as (A)
such securities are rated at least P-1 or the equivalent by
another NRSRO, (B) in the case of demand deposits, time deposits
and overnight funds, the supporting entity is rated at least A2
or the equivalent by another NRSRO, or (C) in all other cases,
the supporting entity (1) is rated A2 or the equivalent by
another NRSRO and the security matures within one month, (2) is
rated A1 or the equivalent by another NRSRO and the security
matures within three months or (3) is rated at least Aa3 or the
equivalent by another NRSRO and the security matures within six
months; provided, however, that for purposes of this definition,
such instruments (other than commercial paper rated by S&P and
not rated by Moody's) need not meet any otherwise applicable S&P
rating criteria;

      (c)    U.S. Government Obligations (including U.S. Treasury
Strips);

      (d)    Rule 144A securities;

      (e)    Common stocks (A) (1) which are traded on a nationally
recognized stock exchange or in the over-the-counter market, (2)
if cash dividend paying, pay cash dividends in U.S. dollars and
(3) 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, (B) 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 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 (C) 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 (1) 6% of the
aggregate Market Value of the outstanding shares of common stock
of such issuer thereof or (2) in excess of 10% of the Market
Value of the Corporation's Moody's Eligible Assets with respect
to issuers formed under the laws of any single such non-U.S.
jurisdiction other than Australia, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the
Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland and
the United Kingdom, shall not be a Moody's Eligible Asset;

      (f)    Loans;

      (g)    Corporate debt securities (including foreign non-
sovereign debt and catastrophe bonds) if (A) such securities are
rated by Moody's or another NRSRO; (B) such securities provide
for the periodic payment of interest in cash in U.S. dollars,
euros or other currencies in which the Corporation is permitted
to invest; (C) such securities have been registered under the
1933 Act or are restricted as to resale under federal securities
laws but are eligible for resale pursuant to Rule 144A under the
1933 Act as determined by the Corporation's investment manager
or portfolio manager acting pursuant to procedures approved by
the Board of Directors, except that such securities that are not
subject to U.S. federal securities laws shall be considered
Moody's Eligible Assets if they are publicly traded; and (D)
such securities are not subject to extended settlement.
            Notwithstanding the foregoing limitations, corporate
debt securities and loans rated by neither Moody's, S&P nor
Fitch shall be considered to be Moody's Eligible Assets to the
extent such securities are issued by entities which (i) have not
filed for bankruptcy within the past three years, (ii) are
current on all principal and interest in their fixed income
obligations, (iii) are current on all preferred stock dividends,
and (iv) possess a current, unqualified auditor's report without
qualified, explanatory language;

      (h)    Foreign Sovereign Debt so long as the issuing country
has a Currency Discount Factor as set out in the definition of
Moody's Discount Factor in these Articles Supplementary.
Foreign Sovereign Debt issued by a country without a Currency
Discount Factor as set out in the definition of Moody's Discount
Factor in these Articles Supplementary can only be approved as a
Moody's Eligible Asset after review and confirmation by Moody's;

      (i)    Asset-backed securities: If (A) such securities are
rated at least Baa by Moody's or at least BBB by S&P or Fitch,
(B) the securities are part of an issue that is $250 million or
greater, or the issuer of such securities has a total of $500
million or greater of asset-backed securities outstanding at the
time of purchase of the securities by the Corporation and (C)
the expected average life of the securities is not greater than
4 years;

      (j)    Collateralized debt obligations;

      (k)    Preferred stocks if (A) dividends on such preferred
stock are cumulative, (B) such securities provide for the
periodic payment of dividends thereon in cash in U.S. dollars or
euros and do not provide for conversion or exchange into, or
have warrants attached entitling the holder to receive, equity
capital at any time over the respective lives of such
securities, (C) the issuer of such a preferred stock has common
stock listed on either the New York Stock Exchange or NYSE Amex
Equities, (D) the issuer of such a preferred stock has a senior
debt rating from Moody's of Baa1 or higher or a preferred stock
rating from Moody's of Baa3 or higher and (E) such preferred
stock has paid consistent cash dividends in U.S. dollars or
euros over the last three years or has a minimum rating of A1
(if the issuer of such preferred stock has other preferred
issues outstanding that have been paying dividends consistently
for the last three years, then a preferred stock without such a
dividend history would also be eligible).  In addition, the
preferred stocks must have the following diversification
requirements: (X) the preferred stock issue must be greater than
$50 million and (Y) the minimum holding by the Corporation of
each issue of preferred stock is $500,000 and the maximum
holding of preferred stock of each issue is $5 million.  In
addition, preferred stocks issued by transportation companies
will not be considered Moody's Eligible Assets;

      (l)    Convertible securities (including convertible
preferred stock), provided that (A) the issuer of common stock
must have a Moody's senior unsecured debt of Caa or better, or a
rating of CCC or better by S&P or Fitch, (B) the common stocks
must be traded on the New York Stock Exchange, NYSE Amex
Equities, or the NASDAQ, (C) dividends must be paid in U.S.
dollars, (D) the portfolio of convertible bonds must be
diversified as set forth in the table set forth below and (E)
the company shall not hold shares exceeding the average weekly
trading volume during the preceding month;

      (m)    Common stock, preferred stock or any debt security of
REITs or real estate companies;

      (n)    Pooled investment vehicles including Business
Development Companies, Master Limited Partnerships Securities,
Private Investment Companies and Registered Investment
Companies;

      (o)    Foreign Currency Transactions;

      (p)    Moody's Derivatives Transactions; and

      (q)    Financial contracts, as such term is defined in
Section 3(c)(2)(B)(ii) of the 1940 Act  and other securities or
assets not otherwise provided for in this definition, but only
upon receipt by the Corporation of a letter from Moody's
specifying any conditions on including such financial contract
or other securities or assets in Moody's Eligible Assets and
assuring the Corporation that including such financial contract
or other securities or assets in the manner so specified would
not affect the credit rating assigned by Moody's to the Series D
Preferred Stock.

    THIRTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Moody's Exposure
Period":

        "Moody's Exposure Period" means the period commencing
on a given Valuation Date and ending 49 days thereafter.

    FOURTEENTH: Article I of the Articles Supplementary is
hereby amended by deleting the definition of "Moody's Industry
Classifications" in its entirety and inserting in lieu thereof
the following:

            "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, and 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, 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, Sulfur, Plastics, Plastic
Products, Abrasives, Coatings, Paints, Varnish, Fabricating

7.    Containers, 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 Communicating 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, House wares, 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, and 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.

        FIFTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Private
Investment Companies":

        "Private Investment Companies" means investment
companies that are structured to be exempt under the 1940 Act.
    SIXTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Rating Agency":

        "Rating Agency" means Moody's as long as such rating
agency is then rating the Series D Preferred Stock at the
Corporation's request or any other rating agency then rating the
Series D Preferred Stock at the Corporation's request.

    SEVENTEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "Registered
Investment Company":

        "Registered Investment Company" means an investment
company, such as an open-end or closed-end mutual fund, which
files a registration statement with the Commission and meets all
requirements of the 1940 Act.

    EIGHTEENTH: Article I of the Articles Supplementary is
hereby amended by deleting the definition of "Short-Term Money
Market Instruments" in its entirety and inserting in lieu
thereof the following:

            "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 (or 270 days
for instruments rated at least Aaa for purposes of determining
Moody's Eligible Assets):

(i)    commercial paper rated either F-1 by Fitch or A-1
by S&P if such commercial paper matures in 30
days or P-1 by Moody's and either F-1+ by Fitch
or A-1+ by S&P 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;

(iv)    U.S. Government Obligations and Government
Securities; and

(v)    Eurodollar demand or time deposits in, or
certificates of deposit of, the head office or
the London branch office of a depository
institution or trust company if the certificates
of deposit, if any, and the long-term unsecured
debt obligations (other than such obligations the
ratings of which are based on the credit of a
person or entity other than such depository
institution or trust company) of such depository
institution or trust company that have (1) credit
ratings on each Valuation Date of at least P-1
from Moody's and either F-1+ from Fitch or A-1+
from S&P, in the case of commercial paper or
certificates of deposit, and (2) credit ratings
on each Valuation Date of at least Aa3 from
Moody's and either AA from Fitch or AA- from S&P,
in the case of long-term unsecured debt
obligations; provided, however, that in the case
of any such investment that matures in no more
than one Business Day from the date of purchase
or other acquisition by the Corporation, all of
the foregoing requirements shall be applicable
except that the required long-term unsecured debt
credit rating of such depository institution or
trust company from Moody's, Fitch and S&P shall
be at least A2, A-2 and A, respectively; and
provided further, however, that the foregoing
credit rating requirements shall be deemed to be
met with respect to a depository institution or
trust company if (1) such depository institution
or trust company is the principal depository
institution in a holding company system, (2) the
certificates of deposit, if any, of such
depository institution or trust company are not
rated on any Valuation Date below P-1 by Moody's,
F-1+ by Fitch or A-1+ by S&P and there is no
long-term rating, and (3) the holding company
shall meet all of the foregoing credit rating
requirements (including the preceding proviso in
the case of investments that mature in no more
than one Business Day from the date of purchase
or other acquisition by the Corporation); and
provided further, that the interest receivable by
the Corporation shall not be subject to any
withholding or similar taxes.

    NINETEENTH: Article I of the Articles Supplementary is
hereby amended by inserting the definition of "U.S. Government

Securities":
        "U.S. Government Securities" mean securities that are
direct obligations of, and obligations the timely payment of
principal and interest on which is fully guaranteed by, the
United States or any agency or instrumentality of the United
States, the obligations of which are backed by the full faith
and credit of the United States and in the form of conventional
bills, bonds and notes.

    TWENTIETH: Article I of the Articles Supplementary is
hereby amended by deleting the definition of "Valuation Date" in
its entirety and inserting in lieu thereof the following:

    "Valuation Date" means the last Business Day of each month,
or for purposes of determining whether the Corporation is
maintaining the Basic Maintenance Amount, each business day
commencing with the Date of Original Issue.

    TWENTY-FIRST: Article II.6(a)(ii)(C) of the Articles
Supplementary is hereby amended by deleting it in its entirety
and inserting in lieu thereof the following:

                     (C)    As soon as practicable after the last
Valuation Date of each fiscal year of the Corporation on which a
Basic Maintenance Report is required to be delivered, the
Corporation will deliver to Moody's an Accountant's Confirmation
regarding the accuracy of the calculations made by the
Corporation in such Basic Maintenance Report.

    TWENTY-SECOND: The amendments set forth in these Articles
of Amendment were duly approved by the Board of Directors of the
Corporation in accordance with Article III of the Articles
Supplementary and the Maryland General Corporation Law.  No
stock entitled to be voted on the matter was outstanding or
subscribed for at the time of the approval of the amendments set
forth in these Articles of Amendment.

    TWENTY-THIRD: The amendments contemplated by these Articles
of Amendment do not increase the authorized stock of the
Corporation or the aggregate par value thereof.
[Remainder of page intentionally left blank]

         The undersigned President of The Gabelli Equity Trust
Inc., who executed these Articles of Amendment on behalf of the
Corporation, hereby acknowledges, in the name and on behalf of
the Corporation, that these Articles of Amendment are the
corporate act of the Corporation and states further, under the
penalties of perjury, that to the best of his knowledge,
information and belief, the matters and facts set forth herein
with respect to authorization and approval are true in all
material respects.

         IN WITNESS WHEREOF, The Gabelli Equity Trust Inc. has
caused these Articles of Amendment to be signed in its name and
on its behalf by its President and witnessed by its Secretary as
of this 27th day of May, 2009.

WITNESS:                        THE GABELLI EQUITY TRUST INC.
By:    /s/ Agnes Mullady        By:    /s/ Bruce N. Alpert
Name:  Agnes Mullady            Name:  Bruce N. Alpert
Title: Secretary                Title:  President

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