<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>
