<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>gggnr77q1.txt
<TEXT>
Exhibit 77(Q)(1)(a)(i)




THE GABELLI GLOBAL GOLD, NATURAL RESOURCES & INCOME TRUST
     AMENDED AND RESTATED STATEMENT OF PREFERENCES
                        OF
      6.625% SERIES A CUMULATIVE PREFERRED SHARES

     The Gabelli Global Gold, Natural Resources & Income
Trust, a Delaware statutory trust (the "Fund"), hereby
certifies that:

     FIRST: The Board of Trustees of the Fund (the "Board of
Trustees"), at a meeting duly convened and held on August 15,
2007, pursuant to authority expressly vested in it by
Article III of the Amended and Restated Agreement and
Declaration of Trust, adopted resolutions classifying an
unlimited amount of shares as authorized but unissued
preferred shares of the Fund, par value $0.001 per share, and
delegated the designation and issuance of such shares to a
committee consisting of Messrs. James P. Conn, Michael J.
Melarkey, and Salvatore J. Zizza (the "Pricing Committee") at
such times and in such amounts and on such terms and
conditions as the Pricing Committee should determine.

     SECOND: The Pricing Committee, at a meeting duly convened
and held on October 11, 2007, pursuant to the authority
granted it by the Board of Trustees, approved the designation
and issuance by the Fund of up to 4,000,000 shares of 6.625%
Series A Cumulative Preferred Shares.

     THIRD: As a result of a notification from Moody's that it
no longer requires the delivery of a Basic Maintenance Report
or an Accountant's Confirmation, the Board of Trustees of the
Trust determined that it should amend this Statement of
Preferences to reflect the Moody's notification.

     FOURTH: The Board of Trustees of the Trust, at a meeting
duly convened and held on November 15, 2012, pursuant to
authority expressly vested in it by Part III of this Statement
of Preferences, authorized the officers of the Trust to amend
and restate this Statement of Preferences that was initially
executed on [  ], 2007.

      FIFTH: The preferences, rights, voting powers,
restrictions, limitations as to dividends and distributions,
qualifications, and terms and conditions of redemption of the
6.625% Series A Cumulative Preferred Shares, par value $0.001
per share, as set by the Pricing Committee, are as follows:

DESIGNATION
     Series A Preferred Shares: A series of 4,000,000
preferred shares, par value $0.001 per share, liquidation
preference $25 per share, is hereby designated "Series A
Cumulative Preferred Shares" (the "Series A Preferred
Shares"). Each share of Series A Preferred Shares may be
issued on a date to be determined by the Board of Trustees;
and have such other preferences, rights, voting powers,
restrictions, limitations as to dividends and distributions,
qualifications and terms and conditions of redemption, in
addition to those required by applicable law or set forth in
the Governing Documents applicable to Preferred Shares of the
Fund, as are set forth in this Statement of Preferences. The
Series A Preferred Shares shall constitute a separate series
of Preferred Shares.


PART I
DEFINITIONS

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

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

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

  (b) all other Eligible Assets shall be valued at the
applicable Discounted Value thereof, provided, however, that
the Adjusted Value of any unit of a security held by the Fund
that is subject to a call option written by the Fund shall be
the lesser of (i) the Discounted Value of such unit or (ii)
the strike price per unit of such option; and

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

      "Administrator" means Gabelli Funds, LLC, a New York
limited liability company, or such other entity as shall be
providing administrative services to the Fund and will
include, as appropriate, any sub-administrator appointed by
the Administrator.

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

     "Annual Valuation Date" means the Valuation Date each
calendar year so designated by the Fund, commencing in the
calendar year 2007.

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

     "Basic Maintenance Amount" means, with respect to the
Series A Preferred Shares, as of any Valuation Date, the
dollar amount equal to (a) the sum of (i) the product of the
number of shares of each class or series of Preferred Shares
Outstanding on such Valuation Date multiplied, in the case of
each such series or class, by the per share Liquidation
Preference applicable to each such series or class; (ii) to
the extent not included in (i) the aggregate amount of cash
dividends (whether or not earned or declared) that will have
accumulated for each Outstanding Preferred Share from the most
recent applicable dividend payment date to which dividends
have been paid or duly provided for (or, in the event the
Basic Maintenance Amount is calculated on a date prior to the
initial Dividend Payment Date with respect to a class or
series of the Preferred Shares, then from the Date of Original
Issue of such shares) through the Valuation Date plus all
dividends to accumulate on the Preferred Shares then
Outstanding during the 70 days following such Valuation Date
or, if less, during the number of days following such
Valuation Date that the Preferred Shares called for redemption
are scheduled to remain Outstanding; (iii) the Fund other
liabilities due and payable as of such Valuation Date (except
that dividends and other distributions payable by the Fund on
Common Shares and liabilities associated with covered call
options shall not be included as a liability) and such
liabilities projected to become due and payable by the Fund
during the 90 days following such Valuation Date (excluding
liabilities for investments to be purchased and for dividends
and other distributions not declared as of such Valuation
Date); (iv) any current liabilities of the Fund as of such
Valuation Date to the extent not reflected in (or specifically
excluded by) any of (a)(i) through (a)(iii) (including,
without limitation, and immediately upon determination, any
amounts due and payable by the Fund pursuant to reverse
repurchase agreements and any payables for assets purchased as
of such Valuation Date) and (v) in the case of a call option
written by the Fund on a security that is not held by the Fund
(or to the extent such option is on an amount in excess of the
number of units held by the Fund) or on an index, an amount
equal to the greater of (A) zero and (B) the excess of (1) the
product of the number of units or notional amount subject to
the option and the Market Value per unit or the current index
level over (2) the product of the number of units or notional
amount subject to the option and the strike price per unit or
the index level strike price less (b)(i) the Adjusted Value of
any of the Fund assets or (ii) the face value of any of the
Fund assets if, in the case of both (b)(i) and (b)(ii), such
assets are either cash or evidences of indebtedness which
mature prior to or on the date of redemption or repurchase of
Preferred Shares or payment of another liability and are
either U.S. Government Obligations or evidences of
indebtedness which have a rating assigned by Moody's of at
least Aaa, P-1, VMIG-1 or MIG-1 or by S&P of at least AAA, SP-
1+ or A-1+, and are irrevocably held by the Fund custodian
bank in a segregated account or deposited by the Fund with the
Dividend-Disbursing Agent for the payment of the amounts
needed to redeem or repurchase Preferred Shares subject to
redemption or repurchase or any of (a)(ii) through (a)(iv);
and provided that in the event the Fund has called for
redemption or repurchased Preferred Shares and irrevocably
segregated or deposited assets as described above with its
custodian bank or the Dividend-Disbursing Agent for the
payment of the repurchase price the Fund may deduct 100% of
the Liquidation Preference of such Preferred Shares to be
repurchased from (a) above. Basic Maintenance Amount shall,
for purposes of this Statement of Preferences, have a
correlative meaning with respect to any other class or series
of Preferred Shares.

     "Basic Maintenance Amount Cure Date" means, with respect
to the Series A Preferred Shares, 20 Business Days following a
Valuation Date, such date being the last day upon which the
Fund failure to comply with paragraph 6(a)(ii)(A) of Part II
hereof could be cured, and for the purposes of this Statement
of Preferences shall have a correlative meaning with respect
to any other class or series of Preferred Shares.

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

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

     "By-Laws" means the By-Laws of the Fund as amended from
time to time.

     "Common Shares" means the common shares of beneficial
interest, par value $0.001 per share, of the Fund.

     "Commission" means the Securities and Exchange
Commission.

     "Cure Date" shall have the meaning set forth in paragraph
4(a) of Part II hereof.

     "Date of Original Issue" means October 17, 2007, and for
the purposes of this Statement of Preferences shall have a
correlative meaning with respect to any other class or series
of Preferred Shares.

     "Declaration of Trust" means the Amended and Restated
Agreement and Declaration of Trust of the Fund, dated as of
January 12, 2005, as amended, supplemented or restated from
time to time (including by this Statement of Preferences or by
way of any other supplement or Statement of Preferences
authorizing or creating a class of shares of beneficial
interest in the Fund).

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

     "Discounted Value" means, as applicable, (a) the quotient
of the Market Value of an Eligible Asset divided by the
applicable Discount Factor or (b) such other formula for
determining the discounted value of an Eligible Asset as may
be established by an applicable Rating Agency, provided, in
either case that with respect to an Eligible Asset that is
currently callable, Discounted Value will be equal to the
applicable quotient or product as calculated above or the call
price, whichever is lower, and that with respect to an
Eligible Asset that is prepayable, Discounted Value will be
equal to the applicable quotient or product as calculated
above or the liquidation preference or other contractual
amount, whichever is lower.

     "Dividend-Disbursing Agent" means, with respect to the
Series A Preferred Shares, American Stock Transfer & Trust
Company and its successors or any other dividend-disbursing
agent appointed by the Fund and, with respect to any other
class or series of Preferred Shares, the entity appointed by
the Fund as dividend-disbursing or paying agent with respect
to such class or series.

     "Dividend Payment Date" means with respect to the
Series A Preferred Shares, any date on which dividends and
distributions declared by the Board of Trustees thereon are
payable pursuant to the provisions of paragraph 2(a) of
Part II of this Statement of Preferences and shall for the
purposes of this Statement of Preferences have a correlative
meaning with respect to any other class or series of Preferred
Shares.

     "Dividend Period" shall have the meaning set forth in
paragraph 2(a) of Part II hereof, and for the purposes of this
Statement of Preferences shall have a correlative meaning with
respect to any other class or series of Preferred Shares.

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

     "Fund" means The Gabelli Global Gold, Natural Resources &
Income Trust, a Delaware statutory trust.

     "Governing Documents" means the Declaration of Trust and
the By-Laws.

     "Independent Accountant" means a nationally recognized
accountant, or firm of accountants, that is with respect to
the Fund an independent public accountant or firm of
independent public accountants under the Securities Act of
1933, as amended.

     "Liquidation Preference" shall, with respect to the
Series A Preferred Shares, have the meaning set forth in
paragraph 3(a) of Part II hereof, and for the purposes of this
Statement of Preferences shall have a correlative meaning with
respect to any other class or series of Preferred Shares.

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

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

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

 (b)  as to any U.S. Government Obligation, Short-Term
Money Market Instrument (other than demand deposits, federal
funds, bankers' acceptances and next Business Day repurchase
agreements) and commercial paper with a maturity of greater
than 60 days, the product of (i) the principal amount
(accreted principal to the extent such instrument accretes
interest) of such instrument, and (ii) the lower of the bid
prices for the same kind of instruments having, as nearly as
practicable, comparable interest rates and maturities provided
by two recognized securities dealers with minimum
capitalizations of $25,000,000 (or otherwise approved for such
purpose by the relevant Rating Agency) to the Administrator,
at least one of which shall be provided in writing or by
telecopy, telex, other electronic transcription, computer
obtained quotation reducible to written form or similar means,
and in turn provided to the Fund by any such means by such
Administrator, or, if two bid prices cannot be obtained, such
Eligible Asset will have a Market Value of zero;

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

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

 (e) as to any other evidence of indebtedness which is an
Eligible Asset, (i) the product of (A) the unpaid principal
balance of such indebtedness as of the Valuation Date and
(B)(1) if such indebtedness is traded on a national securities
exchange or quoted on the Nasdaq System, the last sales price
reported on the Valuation Date or (2) if there was no reported
sales price on the Valuation Date or if such indebtedness is
not traded on a national securities exchange or quoted on the
Nasdaq System, the lower of two bid prices for such
indebtedness provided by two recognized dealers with minimum
capitalizations of $25,000,000 (or otherwise approved for such
purpose by the relevant Rating Agency) to the Administrator,
at least one of which shall be provided in writing or by
telecopy, telex, other electronic transcription, computer
obtained quotation reducible to written form or similar means,
and in turn provided to the Fund by any such means by such
Administrator, plus (ii) accrued interest on such
indebtedness.

     "Monthly Valuation Date" means the last Valuation Date of
each calendar month.

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

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





                                                          MOODY'S
TYPE OF MOODY'S ELIGIBLE ASSET:                           DISCOUNT
                                                           FACTOR:
----------------------------------                     -----------



SHORT TERM MONEY MARKET INSTRUMENTS (OTHER THAN
U.S. GOVERNMENT OBLIGATIONS SET FORTH BELOW) AND
OTHER COMMERCIAL PAPER:




U.S. Treasury Securities with final maturities
that are less than or equal to 60 days                        1.00

Demand or time deposits, certificates of deposit
and bankers' acceptances includible in Short Term
Money Market Instruments                                      1.00

Commercial paper rated P-1 by Moody's maturing in
30 days or less                                               1.00

Commercial paper rated P-1 by Moody's maturing in
more than 30 days but in 270 days or less                     1.15

Commercial paper rated A-1+ by S&P maturing in
270 days or less                                              1.25

Repurchase obligations includible in Short Term
Money Market Instruments if term is less than
30 days and counterparty is rated at least A2                 1.00

Other repurchase obligations                        Discount Factor
                                                   applicable to
                                                   underlying assets

COMMON STOCKS OTHER THAN NATURAL RESOURCES STOCKS
AND PRECIOUS METALS STOCKS:


Large Cap Stocks (Market Capitalization in excess
of $10 billion)                                              2.00

Mid Cap Stocks (Market Capitalization from
$2 billion to $10 billion)                                   2.05

Small Cap Stocks (Market Capitalization less than
$2 billion)                                                  2.20

Natural Resources Common Stocks                              2.50

Precious Metals Common Stocks                                3.50



CONVERTIBLE PREFERRED STOCKS HAVING A DELTA RANGE OF:


 .8-.4 (investment grade)                               1.92

.8-.4 (below investment grade)                          2.26

1-.8 (investment grade)                                 1.95

1-.8 (below investment grade)                           2.29

Convertible Preferred Stocks and Convertible
Corporate Debt Securities that are unrated              2.50

PREFERRED STOCKS:


Auction rate preferred stocks                           3.50

Other preferred stock rated:

 Aaa                                                    1.50

Aa                                                      1.55

A                                                       1.60

Baa                                                     1.65

Ba                                                      1.96

B                                                       2.16

Less than B or not rated                                2.40

DRD Preferred (investment grade)                        1.65

DRD Preferred (below investment grade)                  2.16

U.S. GOVERNMENT OBLIGATIONS (OTHER THAN U.S.
TREASURY SECURITIES STRIPS SET FORTH BELOW)
WITH REMAINING TERMS TO MATURITY OF:



1 year or less                                          1.04

2 years or less                                         1.09

3 years or less                                         1.12

4 years or less                                         1.15

5 years or less                                         1.18

7 years or less                                         1.21

10 years or less                                        1.24

15 years or less                                        1.25

20 years or less                                        1.26

30 years or less                                        1.26

U.S. TREASURY SECURITIES STRIPS WITH REMAINING TERMS TO MATURITY OF:


1 year or less                                          1.04

2 years or less                                         1.10

3 years or less                                         1.14

4 years or less                                         1.18

5 years or less                                         1.21

7 years or less                                         1.27

10 years or less                                        1.34

15 years or less                                        1.45

20 years or less                                        1.54

30 years or less                                        1.66


CORPORATE DEBT:

CONVERTIBLE CORPORATE DEBT HAVING A DELTA
RANGE OF .4-0, AND NON-CONVERTIBLE CORPORATE
DEBT, RATED AT LEAST AA1 WITH REMAINING TERMS
TO MATURITY OF:


1 year or less                                          1.09

2 years or less                                         1.15

3 years or less                                         1.20

4 years or less                                         1.26

5 years or less                                         1.32

7 years or less                                         1.39

10 years or less                                        1.45

15 years or less                                        1.50

20 years or less                                        1.50

30 years or less                                        1.50

Greater than 30 years                                   1.65

CONVERTIBLE CORPORATE DEBT HAVING A DELTA
RANGE OF .4-0, AND NON-CONVERTIBLE CORPORATE
DEBT, RATED AT LEAST AA3 WITH REMAINING TERMS
TO MATURITY OF:


1 year or less                                          1.12

2 years or less                                         1.18

3 years or less                                         1.23

4 years or less                                         1.29

5 years or less                                         1.35

7 years or less                                         1.43

10 years or less                                        1.50

15 years or less                                        1.55

20 years or less                                        1.55

30 years or less                                        1.55

Greater than 30 years                                   1.73

CONVERTIBLE CORPORATE DEBT HAVING A DELTA
RANGE OF .4-0, AND NON-CONVERTIBLE CORPORATE
DEBT, RATED AT LEAST A3 WITH REMAINING TERMS TO MATURITY OF:


1 year or less                                          1.15

2 years or less                                         1.22

3 years or less                                         1.27

4 years or less                                         1.33

5 years or less                                         1.39

7 years or less                                         1.47

10 years or less                                        1.55

15 years or less                                        1.60

20 years or less                                        1.60

30 years or less                                        1.60

Greater than 30 years                                   1.81



CONVERTIBLE CORPORATE DEBT HAVING A DELTA
RANGE OF .4-0, AND NON-CONVERTIBLE CORPORATE
DEBT, RATED AT LEAST BAA3 WITH REMAINING TERMS OF MATURITY OF:


1 year or less                                         1.18

2 years or less                                        1.25

3 years or less                                        1.31

4 years or less                                        1.38

5 years or less                                        1.44

7 years or less                                        1.52

10 years or less                                       1.60

15 years or less                                       1.65

20 years or less                                       1.65

30 years or less                                       1.65

Greater than 30 years                                  1.89

CONVERTIBLE CORPORATE DEBT HAVING A DELTA
RANGE OF .4-0, AND NON-CONVERTIBLE CORPORATE
DEBT, RATED AT LEAST BA3 WITH REMAINING TERMS OF MATURITY OF:


1 year or less                                         1.37

2 years or less                                        1.46

3 years or less                                        1.53

4 years or less                                        1.61

5 years or less                                        1.68

7 years or less                                        1.79

10 years or less                                       1.89

15 years or less                                       1.96

20 years or less                                       1.96

30 years or less                                       1.96

Greater than 30 years                                  2.05

CONVERTIBLE CORPORATE DEBT HAVING A DELTA
RANGE OF .4-0, AND NON-CONVERTIBLE CORPORATE
DEBT, RATED AT LEAST B1 AND B2 WITH REMAINING TERMS OF MATURITY OF:


1 year or less                                         1.50

2 years or less                                        1.60

3 years or less                                        1.68

4 years or less                                        1.76

5 years or less                                        1.85

7 years or less                                        1.97

10 years or less                                       2.08

15 years or less                                       2.16

20 years or less                                       2.28

30 years or less                                       2.29

Greater than 30 years                                  2.40



* Discount Factors are for a seven-week exposure period; the
Discount Factor applicable to Rule 144A securities shall be
increased by 20%. Unless conclusions regarding liquidity
risk and estimates of both the probability and severity of
default for the Fund 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 convertible corporate debt security is unrated
by Moody's, S&P or Fitch, the Fund will use the percentage
set forth under "NR" 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. Securities with different ratings assigned by
S&P and Fitch will be accepted at the lower of the two
ratings.






     "Moody's Eligible Assets" or "Eligible Assets" means:


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



(b)  Short-Term Money Market Instruments;





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





(d)  preferred stocks including convertible preferred
(i) which either (A) are issued by issuers whose senior
debt securities are rated at least Baa1 by Moody's or
(B) are rated at least Baa3 by Moody's or (C) in the
event an issuer's senior debt securities or preferred
stock is not rated by Moody's, which either (1) are
issued by an issuer whose senior debt securities are
rated at least A- by S&P or (2) are rated at least A- by
S&P and for this purpose have been assigned a Moody's
equivalent rating of at least Baa3, (ii) of issuers which
have (or, in the case of issuers which are special
purpose corporations, whose parent companies have) common
stock listed on a regulated securities market,
(iii) which have a minimum issue size (when taken
together with other of the issuer's issues of similar
tenor) of $40,000,000, (iv) which have paid cash
dividends consistently during the proceeding three-year
period (or, in the case of new issues without a dividend
history, are rated at least A1 by Moody's or, if not
rated by Moody's, are rated at least A+ by S&P),
(v) which are not issued by issuers in the transportation
industry and (vi) in the case of auction rate preferred
stocks, which are rated at least Aa3 by Moody's, or if
not rated by Moody's, AA- by S&P, AA- by Fitch or are
otherwise approved in writing by Moody's and have never
had a failed auction; provided, however, that for this
purpose the aggregate Market Value of the Fund holdings
of any single issue of auction rate preferred stock shall
not be more than 1% of the Fund total assets;





(e)  common stocks (i) which are traded on a regulated
securities market and (ii) which may be sold without
restriction by the Fund; provided, however, that
(A) common stock which, while a Moody's Eligible Asset
owned by the Fund, 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
(B) the aggregate Market Value of the Fund 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
Fund holdings shall not be Moody's Eligible Assets;





(f)  U.S. Government Obligations;





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

 s





(h)  convertible corporate evidences of indebtedness (i) which
are issued by issuers whose senior debt securities are
rated at least B2 by Moody's (or, in the event an
issuer's senior debt securities are not rated by Moody's,
which are issued by issuers whose senior debt securities
are rated at least B by S&P and which for this purpose is
assigned a Moody's equivalent rating of one full rating
category lower), (ii) which are convertible into common
stocks which are traded on a regulated securities market;
provided, however, that once convertible corporate
evidences of indebtedness have been converted into common
stock, the common stock issued upon conversion must
satisfy the criteria set forth in clause (e) above and
other relevant criteria set forth in this definition in
order to be a Moody's Eligible Asset;





(i)  purchased call and put options on common stocks included
in clause (e) above; provided, however, that the Fund
holdings of such options shall be included in Moody's
Eligible Assets only to the extent that such holdings may
be sold publicly by the Fund at any time without
registration and do not exceed 10% of the aggregate
Market Value of the Fund Moody's Eligible Assets;

provided, however, that the Fund investments in auction rate
preferred stocks described in clause (d) above shall be
included in Moody's Eligible Assets only to the extent that
the aggregate Market Value of such stocks does not exceed 10%
of the aggregate Market Value of all of the Fund investments
meeting the criteria set forth in clauses (a) through
(g) above; and


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

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

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

     "Natural Resources Common Stocks" means common stocks
issued by companies classified in the SIC code industry
classifications relating to diversified natural resources and
mining of non-precious metals and coal.

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

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

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

     "Outstanding" means, as of any date, Preferred Shares
theretofore issued by the Fund except:

(a)  any such Preferred Share theretofore cancelled by the
Fund or delivered to the Fund for cancellation;





(b)  any such Preferred Share, other than an Auction Rate
Preferred Share, as to which a notice of redemption shall
have been given and for whose payment at the redemption
thereof Deposit Assets in the necessary amount are held
by the Fund in trust for, or have been irrevocably
deposited with the relevant disbursing agent for payment
to, the holder of such share pursuant to the Statement of
Preferences with respect thereto;





(c)  in the case of an Auction Rate Preferred Share, any such
share theretofore delivered to the applicable auction
agent for cancellation or with respect to which the Fund
has given notice of redemption and irrevocably deposited
with the applicable paying agent sufficient funds to
redeem such share; and





(d)  any such Preferred Share in exchange for or in lieu of
which other shares have been issued and delivered.
Notwithstanding the foregoing, (i) for purposes of voting
rights (including the determination of the number of shares
required to constitute a quorum), any Preferred Shares as to
which any subsidiary of the Fund is the holder will be
disregarded and deemed not Outstanding, (ii) in connection
with any auction of Auction Rate Preferred Shares as to which
the Fund or any Person known to the auction agent to be a
subsidiary of the Fund is the holder will be disregarded and
not deemed Outstanding.

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

     "Precious Metals Common Stocks" means common stocks
issued by companies classified in the SIC code industry
classifications for mining of gold, other precious metals and
precious minerals.

     "Preferred Shares" means the preferred shares, par value
$0.001 per share, of the Fund, and includes the Series A
Preferred Shares.

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

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

     "Redemption Price" has the meaning set forth in paragraph
4(a) of Part II hereof, and for the purposes of this Statement
of Preferences shall have a correlative meaning with respect
to any other class or series of Preferred Shares.

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

     "Series A Preferred Shares" means the 6.625% Series A
Cumulative Preferred Shares, par value $0.001 per share, of
the Fund.

     "Series A Asset Coverage Cure Date" means, with respect
to the failure by the Fund to maintain Asset Coverage (as
required by paragraph 6(a)(i) of Part II hereof) as of the
last Business Day of each March, June, September and December
of each year, 60 days following such Business Day.

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


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





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





(iii)   overnight funds; and





(iv)   U.S. Government Obligations.

     "SIC codes" means standard industry classification codes.

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

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

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



PART II
SERIES A PREFERRED SHARES

     1. Number of Shares; Ranking.

     (a) The initial number of authorized shares constituting
the Series A Preferred Shares to be issued is 4,000,000. No
fractional Series A Preferred Shares shall be issued.

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

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

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

     2. Dividends and Distributions.

     (a) The holders of Series A Preferred Shares shall be
entitled to receive, when, as and if declared by, or under
authority granted by, the Board of Trustees, out of funds
legally available therefor, cumulative cash dividends and
distributions at the rate of 6.625% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months) of
the Liquidation Preference on the Series A Preferred Shares
and no more, payable quarterly on March 26, June 26,
September 26 and December 26 in each year (each, a "Dividend
Payment Date") commencing on December 26, 2007 (or, if any
such day is not a Business Day, then on the next succeeding
Business Day) to holders of record of Series A Preferred
Shares as they appear on the stock register of the Fund at the
close of business on the fifth preceding Business Day in
preference to dividends and distributions on Common Shares and
any other capital shares of the Fund ranking junior to the
Series A Preferred Shares in payment of dividends and
distributions. Dividends and distributions on Series A
Preferred Shares shall accumulate from the date on which such
shares are originally issued. Each period beginning on and
including a Dividend Payment Date (or the Date of Original
Issue, in the case of the first dividend period after issuance
of such shares) and ending on but excluding the next
succeeding Dividend Payment Date is referred to herein as a
"Dividend Period." Dividends and distributions on account of
arrears for any past Dividend Period or in connection with the
redemption of Series A Preferred Shares may be declared and
paid at any time, without reference to any Dividend Payment
Date, to holders of record on such date not exceeding 30 days
preceding the payment date thereof as shall be fixed by the
Board of Trustees.

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

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

          (iii) Any dividend payment made on the Series A
Preferred Shares shall first be credited against the dividends
and distributions accumulated with respect to the earliest
Dividend Period for which dividends and distributions have not
been paid.

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

     3. Liquidation Rights.

     (a) In the event of any liquidation, dissolution or
winding up of the affairs of the Fund, whether voluntary or
involuntary, the holders of Series A Preferred Shares shall be
entitled to receive out of the assets of the Fund available
for distribution to shareholders, after satisfying claims of
creditors but before any distribution or payment shall be made
in respect of the Common Shares or any other shares of the
Fund ranking junior to the Series A Preferred Shares as to
liquidation payments, a liquidation distribution in the amount
of $25.00 per share (the "Liquidation Preference"), plus an
amount equal to all unpaid dividends and distributions
accumulated to and including the date fixed for such
distribution or payment (whether or not earned or declared by
the Fund, but excluding interest thereon), and such holders
shall be entitled to no further participation in any
distribution or payment in connection with any such
liquidation, dissolution or winding up.

     (b) If, upon any liquidation, dissolution or winding up
of the affairs of the Fund, whether voluntary or involuntary,
the assets of the Fund available for distribution among the
holders of all Outstanding Series A Preferred Shares, and any
other Outstanding class or series of Preferred Shares of the
Fund ranking on a parity with the Series A Preferred Shares as
to payment upon liquidation, shall be insufficient to permit
the payment in full to such holders of Series A Preferred
Shares of the Liquidation Preference plus accumulated and
unpaid dividends and distributions and the amounts due upon
liquidation with respect to such other Preferred Shares, then
such available assets shall be distributed among the holders
of Series A Preferred Shares and such other Preferred Shares
ratably in proportion to the respective preferential
liquidation amounts to which they are entitled. Unless and
until the Liquidation Preference plus accumulated and unpaid
dividends and distributions has been paid in full to the
holders of Series A Preferred Shares, no dividends or
distributions will be made to holders of the Common Shares or
any other shares of the Fund ranking junior to the Series A
Preferred Shares as to liquidation.

     4. Redemption.

     The Series A Preferred Shares shall be redeemed by the
Fund as provided below:

     (a) Mandatory Redemptions.

     If the Fund is required to redeem any Preferred Shares
(which may include Series A Preferred Shares) pursuant to
paragraphs 6(b) or 6(c) of Part II hereof, then the Fund
shall, to the extent permitted by the 1940 Act and Delaware
law, by the close of business on such Series A Asset Coverage
Cure Date or Basic Maintenance Amount Cure Date (herein
collectively referred to as a "Cure Date"), as the case may
be, fix a redemption date and proceed to redeem shares as set
forth in paragraph 4(c) hereof. On such redemption date, the
Fund shall redeem, out of funds legally available therefor,
the number of Preferred Shares, which, to the extent permitted
by the 1940 Act and Delaware law, at the option of the Fund
may include any proportion of Series A Preferred Shares or any
other series of Preferred Shares, equal to the minimum number
of shares the redemption of which, if such redemption had
occurred immediately prior to the opening of business on such
Cure Date, would have resulted in the Fund having Asset
Coverage or an Adjusted Value of its Eligible Assets equal to
or greater than the Basic Maintenance Amount, as the case may
be, immediately prior to the opening of business on such Cure
Date or, if Asset Coverage or an Adjusted Value of its
Eligible Assets equal to or greater than the Basic Maintenance
Amount, as the case may be, cannot be so restored, all of the
Outstanding Series A Preferred Shares, at a price equal to
$25.00 per share plus accumulated but unpaid dividends and
distributions (whether or not earned or declared by the Fund)
through the date of redemption (the "Redemption Price"). In
the event that Preferred Shares are redeemed pursuant to
paragraphs 6(b) or 6(c) of Part II hereof, the Fund may, but
is not required to, redeem a sufficient number of Series A
Preferred Shares pursuant to this paragraph 4(a) which, when
aggregated with other Preferred Shares redeemed by the Fund,
permits the Fund to have with respect to the Preferred Shares
(including the Series A Preferred Shares) remaining
Outstanding after such redemption (i) Asset Coverage of as
much as 220% and (ii) Eligible Assets with Adjusted Value of
as great as 105% of the Basic Maintenance Amount. In the event
that all of the Series A Preferred Shares then Outstanding are
required to be redeemed pursuant to paragraph 6 of Part II
hereof, the Fund shall redeem such shares at the Redemption
Price and proceed to do so as set forth in paragraph 4(c)
hereof.

    (b) Optional Redemptions.

     Prior to October 16, 2012, the Series A Preferred Shares
are not subject to optional redemption by the Fund unless such
redemption is necessary, in the judgment of the Board of
Trustees, to maintain the Fund status as a regulated
investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended. Commencing October 16, 2012, and
thereafter, and prior thereto to the extent necessary to
maintain the Fund status as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as
amended, to the extent permitted by the 1940 Act and Delaware
law, the Fund may at any time upon Notice of Redemption redeem
the Series A Preferred Shares in whole or in part at the
Redemption Price per share, which notice shall specify a
redemption date of not fewer than 15 days nor more than
40 days after the date of such notice.

     (c) Procedures for Redemption.

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

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

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

          (iv) In the case of any redemption of less than all
of the Series A Preferred Shares pursuant to this Statement of
Preferences, such redemption shall be made pro rata from each
holder of Series A Preferred Shares in accordance with the
respective number of shares held by each such holder on the
record date for such redemption.

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

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

     5. Voting Rights.

     (a) General.

     Except as otherwise provided in the Governing Documents
or a resolution of the Board of Trustees or its delagatee, or
as required by applicable law, holders of Series A Preferred
Shares shall have no power to vote on any matter except
matters submitted to a vote of the Common Shares. In any
matter submitted to a vote of the holders of the Common
Shares, each holder of Series A Preferred Shares shall be
entitled to one vote for each Series A Preferred Share held
and the holders of the Outstanding Preferred Shares, including
Series A Preferred Shares, and the Common Shares shall vote
together as a single class; provided, however, that at any
meeting of the shareholders of the Fund held for the election
of Trustees, the holders of the Outstanding Preferred Shares,
including Series A Preferred Shares, shall be entitled, as a
class, to the exclusion of the holders of all other securities
and classes of capital shares of the Fund, to elect a number
of Fund trustees, such that following the election of trustees
at the meeting of the shareholders, the Fund Board of Trustees
shall contain two trustees elected by the holders of the
Outstanding Preferred Shares, including the Series A Preferred
Shares. Subject to paragraph 5(b) of Part II hereof, the
holders of the outstanding capital shares of the Fund,
including the holders of Outstanding Preferred Shares,
including the Series A Preferred Shares, voting as a single
class, shall elect the balance of the trustees.

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

     During any period in which any one or more of the
conditions described below shall exist (such period being
referred to herein as a "Voting Period"), the number and/or
composition of trustees constituting the Board of Trustees
shall be adjusted as necessary to permit the holders of
Outstanding Preferred Shares, including the Series A Preferred
Shares, voting separately as one class (to the exclusion of
the holders of all other securities and classes of capital
shares of the Fund) to elect the number of trustees that, when
added to the two trustees elected exclusively by the holders
of Preferred Shares pursuant to paragraph 5(a) above, would
constitute a simple majority of the Board of Trustees as so
adjusted. The Fund and the Board of Trustees shall take all
necessary actions, including effecting the removal of trustees
or amendment of the Fund Declaration of Trust, to effect an
adjustment of the number and/or composition of trustees as
described in the preceding sentence. A Voting Period shall
commence:

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

          (ii) if at any time holders of any other Preferred
Shares are entitled to elect a majority of the Trustees of the
Fund under the 1940 Act or Statement of Preferences creating
such shares.

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

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

     Subject to paragraph 1 of Part III of this Statement of
Preferences, so long as any Series A Preferred Shares are
Outstanding, the Fund shall not amend, alter or repeal the
provisions of this Statement of Preferences so as to in the
aggregate adversely affect the rights and preferences set
forth in any Statement of Preferences, including the Series A
Preferred Shares, without the affirmative vote of the holders
of a majority (as defined in the 1940 Act) of the Preferred
Shares Outstanding at the time and present and voting on such
matter, voting separately as one class. To the extent
permitted under the 1940 Act, in the event that more than one
series of Preferred Shares are Outstanding, the Fund shall not
effect any of the actions set forth in the preceding sentence
which in the aggregate adversely affects the rights and
preferences set forth in the Statement of Preferences for a
series of Preferred Shares differently than such rights and
preferences for any other series of Preferred Shares without
the affirmative vote of the holders of at least a majority of
the Preferred Shares Outstanding and present and voting on
such matter of each series adversely affected (each such
adversely affected series voting separately as a class to the
extent its rights are affected differently). The holders of
the Series A Preferred Shares shall not be entitled to vote on
any matter that affects the rights or interests of only one or
more other series of Preferred Shares. The Fund shall notify
the relevant Rating Agency ten Business Days prior to any such
vote described above. Unless a higher percentage is required
under the Governing Documents or applicable provisions of the
Delaware Statutory Trust Act or the 1940 Act, the affirmative
vote of the holders of a majority of the Outstanding Preferred
Shares, including Series A Preferred Shares, voting together
as a single class, will be required to approve any plan of
reorganization adversely affecting the Preferred Shares or any
action requiring a vote of security holders under Section
13(a) of the 1940 Act. For purposes of this paragraph 5(c),
the phrase "vote of the holders of a majority of the
Outstanding Preferred Shares" or series or series thereof (or
any like phrase) shall mean, in accordance with
Section 2(a)(42) of the 1940 Act, the vote, at the annual or a
special meeting of the shareholders of the Fund duly called
(i) of 67 percent or more of the Preferred Shares or series or
series thereof present at such meeting, if the holders of more
than 50 percent of the Outstanding Preferred Shares or series
or series thereof are present or represented by proxy; or
(ii) of more than 50 percent of the Outstanding Preferred
Shares or series or series thereof, whichever is less. The
class vote of holders of Preferred Shares described above will
in each case be in addition to a separate vote of the
requisite percentage of Common Shares and Preferred Shares,
including Series A Preferred Shares, voting together as a
single class, necessary to authorize the action in question.
An increase in the number of authorized Preferred Shares
pursuant to the Governing Documents or the issuance of
additional shares of any series of Preferred Shares (including
Series A Preferred Shares) pursuant to the Governing Documents
shall not be considered to adversely affect the rights and
preferences of the Preferred Shares.
     (d) Voting Procedures.

          (i) As soon as practicable after the accrual of any
right of the holders of Preferred Shares to elect additional
trustees as described in paragraph 5(b) above, the Fund shall
call a special meeting of such holders and instruct the
Dividend-Disbursing Agent to mail a notice of such special
meeting to such holders, such meeting to be held not less than
10 nor more than 30 days after the date of mailing of such
notice. If the Fund fails to send such notice to the Dividend-
Disbursing Agent or if the Fund does not call such a special
meeting, it may be called by any such holder on like notice.
The record date for determining the holders entitled to notice
of and to vote at such special meeting shall be the close of
business on the day on which such notice is mailed or such
other date as the Board of Trustees shall determine. At any
such special meeting and at each meeting held during a Voting
Period, such holders of Preferred Shares, voting together as a
class (to the exclusion of the holders of all other securities
and classes of capital shares of the Fund), shall be entitled
to elect the number of trustees prescribed in paragraph 5(b)
above on a one-vote-per-share basis. At any such meeting, or
adjournment thereof in the absence of a quorum, a majority of
such holders present in person or by proxy shall have the
power to adjourn the meeting without notice, other than by an
announcement at the meeting, to a date not more than 120 days
after the original record date.

          (ii) For purposes of determining any rights of the
holders of Series A Preferred Shares to vote on any matter or
the number of shares required to constitute a quorum, whether
such right is created by this Statement of Preferences, by the
other provisions of the Governing Documents, by statute or
otherwise, any Series A Preferred Share which is not
Outstanding shall not be counted.

          (iii) The terms of office of all persons who are
trustees of the Fund at the time of a special meeting of
holders of Preferred Shares to elect trustees and who remain
trustees following such meeting shall continue,
notwithstanding the election at such meeting by such holders
of the number of trustees that they are entitled to elect, and
the persons so elected by such holders, together with the two
incumbent trustees elected by the holders of Preferred Shares,
and the remaining incumbent trustees elected by the holders of
the Common Shares and Preferred Shares, shall constitute the
duly elected trustees of the Fund.

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

     (e) Exclusive Remedy.

     Unless otherwise required by law, the holders of Series A
Preferred Shares shall not have any rights or preferences
other than those specifically set forth herein. The holders of
Series A Preferred Shares shall have no preemptive rights or
rights to cumulative voting. In the event that the Fund fails
to pay any dividends and distributions on the Series A
Preferred Shares or fails to complete any voluntary or
mandatory redemption, the exclusive remedy of the holders
shall be the right to vote for trustees pursuant to the
provisions of this paragraph 5.

     (f) Notification to Rating Agency.

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

     6. Coverage Tests.

     (a) Determination of Compliance.

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

          (i) Asset Coverage. The Fund shall have Asset
Coverage as of the last Business Day of each March, June,
September and December of each year in which any Series A
Preferred Shares are Outstanding.

          (ii) Basic Maintenance Amount Requirement.

               (A) For so long as any Series A Preferred
Shares are Outstanding and are rated by a Rating Agency at the
Fund request, the Fund shall maintain, on each Valuation Date,
Eligible Assets having an Adjusted Value at least equal to the
Basic Maintenance Amount, each as of such Valuation Date. Upon
any failure to maintain Eligible Assets having an Adjusted
Value at least equal to the Basic Maintenance Amount, the Fund
shall use all commercially reasonable efforts to retain
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) Failure to Meet Asset Coverage.

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

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

     If the Fund fails to have Eligible Assets having an
Adjusted Value at least equal to the Basic Maintenance Amount
as provided in paragraph 6(a)(ii)(A) above and such failure is
not cured, the Fund shall, on or prior to the Basic
Maintenance Amount Cure Date, (i) give a Notice of Redemption
as described in paragraph 4 of Part II hereof with respect to
the redemption of a sufficient number of Series A Preferred
Shares or other Preferred Shares to enable it to meet the
requirements of paragraph 6(a)(ii)(A) above, and, at the Fund
discretion, such additional number of Series A Preferred
Shares or other Preferred Shares in order that the Fund have
Adjusted Assets with respect to the remaining Series A
Preferred Shares and any other Preferred Shares remaining
Outstanding after such redemption as great as 105% of the
Basic Maintenance Amount, and (ii) deposit with the Dividend-
Disbursing Agent Deposit Assets having an initial combined
value sufficient to effect the redemption of the Series A
Preferred Shares or other Preferred Shares to be redeemed, as
contemplated by paragraph 4 of Part II hereof.

     (d) Status of Shares Called for Redemption.

     For purposes of determining whether the requirements of
paragraphs 6(a)(i) and 5(a)(ii)(A) hereof are satisfied,
(i) no Series A Preferred Share shall be deemed to be
Outstanding for purposes of any computation if, prior to or
concurrently with such determination, sufficient Deposit
Assets to pay the full Redemption Price for such share shall
have been deposited in trust with the Dividend-Disbursing
Agent (or applicable paying agent) and the requisite Notice of
Redemption shall have been given, and (ii) such Deposit Assets
deposited with the Dividend-Disbursing Agent (or paying agent)
shall not be included.

     7. Certain Other Restrictions.

     (a) For so long as the Series A Preferred Shares are
rated by a Rating Agency at the request of the Fund, the Fund
will not, and will cause the Adviser not to, (i) knowingly and
willfully purchase or sell any asset for the specific purpose
of causing, and with the actual knowledge that the effect of
such purchase or sale will be to cause, the Fund to have
Eligible Assets having an Adjusted Value as of the date of
such purchase or sale to be less than the Basic Maintenance
Amount as of such date, (ii) in the event that, as of the
immediately preceding Valuation Date, the Adjusted Value of
the Fund Eligible Assets exceeded the Basic Maintenance Amount
by 5% or less, alter the composition of the Fund assets in a
manner reasonably expected to reduce the Adjusted Value of the
Fund Eligible Assets, unless the Fund shall have confirmed
that, after giving effect to such alteration, the Adjusted
Value of the Fund Eligible Assets exceeded the Basic
Maintenance Amount or (iii) declare or pay any dividend or
other distribution on any Common Shares or repurchase any
Common Shares, unless the Fund shall have confirmed that,
after giving effect to such declaration, other distribution or
repurchase, the Fund continued to satisfy the requirements of
paragraph 6(a)(ii)(A) of Part II hereof.

     (b) For so long as the Series A Preferred Shares are
rated by a Rating Agency at the request of the Fund, unless
the Fund shall have received written confirmation from the
relevant Rating Agency, the Fund may engage in the lending of
its portfolio securities only in an amount of up to 20% of the
Fund total assets, provided that the Fund receives cash
collateral for such loaned securities which is maintained at
all times in an amount equal to at least 100% of the current
market value of the loaned securities and, if invested, is
invested only in Short-Term Money Market Instruments or in
money market mutual funds meeting the requirements of Rule 2a-
7 under the 1940 Act that maintain a constant $1.00 per share
net asset value and treat the loaned securities rather than
the collateral as the assets of the Fund for purposes of
determining compliance with paragraph 6 of Part II hereof.

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

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

     (a) So long as any Series A Preferred Shares are
Outstanding the Fund may issue and sell one or more series of
a class of senior securities of the Fund representing
indebtedness under Section 18 of the 1940 Act and/or otherwise
create or incur indebtedness, provided that immediately after
giving effect to the incurrence of such indebtedness and to
its receipt and application of the proceeds thereof, the Fund
shall have an "asset coverage" for all senior securities
representing indebtedness, as defined in Section 18(h) of the
1940 Act, of at least 300% of the amount of all indebtedness
of the Fund then outstanding and no such additional
indebtedness shall have any preference or priority over any
other indebtedness of the Fund upon the distribution of the
assets of the Fund or in respect of the payment of interest.
Any possible liability resulting from lending and/or borrowing
portfolio securities, entering into reverse repurchase
agreements, entering into futures contracts and writing
options, to the extent such transactions are made in
accordance with the investment restrictions of the Fund then
in effect, shall not be considered to be indebtedness limited
by this paragraph 8(a).

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

     9. Status of Redeemed or Repurchased Series A Preferred

     Series A Preferred Shares which at any time have been
redeemed or purchased by the Fund shall, after such redemption
or purchase, have the status of authorized but unissued
Preferred Shares.

PART III
ABILITY OF THE BOARD OF TRUSTEES TO MODIFY THE STATEMENT OF
PREFERENCES

  1. Modification to Prevent Ratings Reduction or Withdrawal.

    The Board of Trustees or its delagatee, without further
action by the shareholders, may amend, alter, add to or repeal
any provision of this Statement of Preferences including
provisions that have been adopted by the Fund pursuant to the
Rating Agency guidelines, if the Board of Trustees or its
delagatee determines that such amendments or modifications are
necessary to prevent a reduction in, or the withdrawal of, a
rating of the Preferred Shares and are in the aggregate in the
best interests of the holders of the Preferred Shares.

     2. Other Modification.

     The Board of Trustees or its delagatee, without further
action by the shareholders, may amend, alter, add to or repeal
any provision of this Statement of Preferences including
provisions that have been adopted by the Fund pursuant to the
Rating Agency guidelines, if the Board of Trustees or its
delagatee determines that such amendments or modifications
will not in the aggregate adversely affect the rights and
preferences of the holders of any series of the Preferred
Shares, provided, that the Fund has received advice from each
applicable Rating Agency that such amendment or modification
is not expected to adversely affect such Rating Agency's then-
current rating of such series of the Fund Preferred Shares.

     Notwithstanding the provisions of the preceding
paragraph, to the extent permitted by law, the Board of
Trustees or its delagatee, without the vote of the holders of
the Series A Preferred Shares or any other capital shares of
the Fund, may amend the provisions of this Statement of
Preferences to resolve any inconsistency or ambiguity or to
remedy any formal defect so long as the amendment does not in
the aggregate adversely affect the rights and preferences of
the Series A Preferred Shares.

IN WITNESS WHEREOF, The Gabelli Global Gold, Natural Resources
& Income Trust has caused these presents to be signed in its
name and on its behalf by a duly authorized officer, and its
seal to be hereunto affixed and attested by its Secretary, and
the said officers of the Fund further acknowledge said
instrument to be the corporate act of the Fund, and state that
to the best of their knowledge, information and belief under
penalty of perjury the matters and facts herein set forth with
respect to approval are true in all material respects, all as
of November 15, 2012.

By_/s/ Bruce Alpert
Name:   Bruce Alpert
Title:     President
Attest:

By   /s/ Agnes Mullady
Name:    Agnes Mullady
Title:      Secretary


</TEXT>
</DOCUMENT>
