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

               THE GABELLI EQUITY TRUST INC.

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

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

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

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

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

            (a)	Determination of Compliance.

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

                  (i)	Asset Coverage as follows:

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

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

                 (ii)	Basic Maintenance Amount as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

		"Fitch" means Fitch Ratings.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

       Investment Grade DRD      165%

       Preferred Stock

       Non-Investment Grade      216%

       DRD Preferred Stock

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

            (c)	Common stock:


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

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

            (d)	Convertible securities (including convertible
preferreds):

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

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

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

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


       Moody's Discount Factor
common stock of REITs					   154%

preferred stock of REITs

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Moody's Rating Category


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

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

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

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

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

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

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

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

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

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

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

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

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

            "Moody's Eligible Assets" means:

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

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

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

       (d)	Rule 144A securities;

       (e)	Common stocks (A) (1) which are traded on a nationally
       recognized stock exchange or in the over-the-counter
       market, (2) if cash dividend paying, pay cash dividends
       in U.S. dollars and (3) which may be sold without
       restriction by the Corporation; provided, however, that
       (y) common stock which, while a Moody's Eligible Asset
       owned by the Corporation, ceases paying any regular cash
       dividend will no longer be considered a Moody's Eligible
       Asset until 71 days after the date of the announcement of
       such cessation, unless the issuer of the common stock has
       senior debt securities rated at least A3 by Moody's and
       (z) the aggregate Market Value of the Corporation's
       holdings of the common stock of any issuer in excess of
       4% in the case of utility common stock and 6% in the case
       of non-utility common stock of the aggregate Market Value
       of the Corporation's holdings shall not be Moody's
       Eligible Assets, (B) which are securities denominated in
       any currency other than the U.S. dollar or securities of
       issuers formed under the laws of jurisdictions other than
       the United States, its states and the District of
       Columbia for which there are ADRs or their equivalents
       which are traded in the United States on exchanges or
       over-the-counter and are issued by banks formed under the
       laws of the United States, its states or the District of
       Columbia or (C) which are securities of issuers formed
       under the laws of jurisdictions other than the United
       States (and in existence for at least five years) for
       which no ADRs are traded; provided, however, that the
       aggregate Market Value of the Corporation's holdings of
       securities denominated in currencies other than the U.S.
       dollar and ADRs in excess of (1) 6% of the aggregate
       Market Value of the outstanding shares of common stock of
       such issuer thereof or (2) in excess of 10% of the Market
       Value of the Corporation's Moody's Eligible Assets with
       respect to issuers formed under the laws of any single
       such non-U.S. jurisdiction other than Australia, Belgium,
       Canada, Denmark, Finland, France, Germany, Ireland,
       Italy, Japan, the Netherlands, New Zealand, Norway,
       Spain, Sweden, Switzerland and the United Kingdom, shall
       not be a Moody's Eligible Asset;

       (f)	Loans;

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

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

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

       (j)	Collateralized debt obligations;

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

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

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

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

       (o)	Foreign Currency Transactions;

       (p)	Moody's Derivatives Transactions; and

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

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

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

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

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

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

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

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

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

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

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

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

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

       9.	Diversified/Conglomerate Manufacturing

       10.	Diversified/Conglomerate Service

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

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

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

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

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

       16.	Grocery: Grocery Stores, Convenience Food Stores

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

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

       19.	Hotels, Motels, Inns and Gaming

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

		"Paying Agent" means The Bank of New York Mellon
unless and until another entity appointed by a resolution of the
Board of Directors enters into an agreement with the Corporation
to serve as paying agent, which paying agent may be the same as
the Auction Agent and, with respect to any other class or series
of Preferred Stock, the Person appointed by the Corporation as
dividend-disbursing or paying agent with respect to such class
or series.

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

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

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

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

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

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

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

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

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

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

            "S&P Discount Factor" means:

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


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

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

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

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

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

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

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

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

            "S&P Eligible Assets" means:

       (a)	Deposit Securities;

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

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

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

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

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

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

       (d)	Convertible Corporate Indebtedness.

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

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

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

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

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

       (f)	Mortgage Pass-Through Certificates.

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

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

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

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

       (iv)	Collateralized Mortgage Obligations;

       (h)	Rule 144A Securities;

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

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

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

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

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

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

       (k)	Restrictions for floating-rate preferred stock:

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

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

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

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

       (m)	Concentration Limits:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Futures and Options

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

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

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

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

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

            Interest Rate Swaps

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

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

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

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

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

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

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

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

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

            Margin Purchase

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

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

            Reverse Repurchase Agreement

The Corporation may engage in reverse repurchase
agreements if:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                     (iii) overnight funds;

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

    WITNESS:                      THE GABELLI EQUITY TRUST INC.

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

</TEXT>
</DOCUMENT>
