<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>2
<FILENAME>gut77i.txt
<TEXT>

THE GABELLI UTILITY TRUST
 (the "Fund")
EXHIBIT TO ITEM 77I


On May 31, 2016, The Gabelli Utility Trust, a statutory trust
organized under the laws of the State of Delaware (the "Fund"),
completed an offering of 2.0 million shares of 5.375% Series C
Cumulative Preferred Shares ("Series C Preferred Shares") valued
at $50 million.  The Series C Preferred is perpetual, non-
callable for five years, and was issued at $25 per share.

Holders of the Series C 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 5.375% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months) of the $25.00 per share
liquidation preference on the Series C Preferred Shares.
Dividends and distributions on the Series C Preferred Shares
will accumulate from the date of their original issue, which is
expected to be May 31, 2016.

The Series C Preferred Shares are fully paid and non-assessable
and have no preemptive, exchange or conversion rights. Any
Series C Preferred Shares purchased or redeemed by the Fund
will, after such purchase or redemption, have the status of
authorized but unissued preferred shares. The Board of Trustees
may by resolution classify or reclassify any authorized and
unissued Series C Preferred Shares from time to time by setting
or changing the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends and
distributions, qualifications or terms or conditions of
redemption of such shares. So long as any Series C Preferred
Shares are outstanding, the Fund shall not, without the
affirmative vote of the holders of a majority (as defined in the
1940 Act) of the Fund's preferred shares outstanding at the time
and present and voting on such matter, voting separately as one
class, amend, alter or repeal the provisions of the Statement so
as to in the aggregate adversely affect the rights and
preferences set forth in any statement of preferences of the
Fund's preferred shares, including the Series C Preferred
Shares. To the extent permitted under the 1940 Act, in the event
that more than one series of the Fund's 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 the Fund's preferred shares
differently than such rights and preferences for any other
series of the Fund's preferred shares without the affirmative
vote of the holders of at least a majority of the Fund's
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 C
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 the Fund's preferred shares. Unless a higher
percentage is required under the Declaration or the Fund's by-
laws (together, 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 Fund's
outstanding preferred shares (as defined in Section 2(a)(42) of
the 1940 Act), including the Series C Preferred Shares, voting
together as a single class, will be required to approve any plan
of reorganization adversely affecting the Fund's preferred
shares or any action requiring a vote of security holders under
Section 13(a) of the 1940 Act, including, among other things,
changes in the Fund's investment objective or changes in the
investment restrictions. The class vote of holders of the Fund's
preferred shares described above will in each case be in
addition to a separate vote of the requisite percentage of the
Fund's common shares and preferred shares, including the Series
C 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
the Fund's preferred shares (including the Series C Preferred
Shares) pursuant to the Governing Documents shall not in and of
itself be considered to adversely affect the rights and
preferences of the Fund's preferred shares.  The holders of
preferred shares will have no preemptive rights or rights to
cumulative voting.

Holders of Series C 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 5.375% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months) of the $25.00 per share
liquidation preference on the Series C Preferred Shares.
Dividends and distributions on Series C Preferred Shares will
accumulate from the date of their original issue, which is
expected to be May 31, 2016.

Dividends and distributions will be payable quarterly on March
26, June 26, September 26 and December 26 in each year (each a
"Dividend Payment Date") commencing on September 26, 2016 (or,
if any such day is not a business day, then on the next
succeeding business day) to holders of record of Series C
Preferred Shares as they appear on the share register of the
Fund at the close of business on the fifth preceding business
day. Dividends and distributions on Series C Preferred Shares
shall accumulate from the date on which the Series C Preferred
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 the first
issuance of the Series C Preferred 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 C Preferred Shares may be declared
and paid at any time, without reference to any Dividend Payment
Date, to holders of record on such date as shall be fixed by the
Board of Trustees that is not more than 30 days before the
Dividend Payment Date.

No full dividends or distributions will be declared or paid on
Series C Preferred Shares for any Dividend Period or part
thereof unless full cumulative dividends and distributions due
through the most recent Dividend Payment Dates therefor on all
outstanding shares of any series of preferred shares of the Fund
ranking on a parity with the Series C 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 of the Fund's
outstanding preferred shares, any dividends and distributions
being paid on such preferred shares (including the Series C
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.

Under the 1940 Act, the Fund is not permitted to issue preferred
shares (such as the Series C Preferred Shares) unless
immediately after such issuance the Fund will have an asset
coverage of at least 200% (or such other percentage as may in
the future be specified in or under the 1940 Act as the minimum
asset coverage for senior securities representing stock of a
closed-end investment company as a condition of declaring
distributions, purchases or redemptions of its stock). In
general, the term "asset coverage" for this purpose means the
ratio which the value of the total assets of the Fund, less all
liabilities and indebtedness not represented by senior
securities, bears to the aggregate amount of senior securities
representing indebtedness of the Fund plus the aggregate of the
involuntary liquidation preference of the preferred shares. The
involuntary liquidation preference refers to the amount to which
the preferred shares would be entitled on the involuntary
liquidation of the Fund in preference to a security junior to
them. The Fund also is not permitted to declare any cash
dividend or other distribution on its common shares or purchase
its common shares unless, at the time of such declaration or
purchase, the Fund satisfies this 200% asset coverage
requirement after deducting the amount of the distribution or
purchase price, as applicable.

In addition, the Fund may be limited in its ability to declare
any cash distribution on its shares of beneficial interest
(including the Series C Preferred Shares) or purchase its shares
of beneficial interest (including the Series C Preferred Shares)
unless, at the time of such declaration or purchase, the Fund
has an asset coverage on its indebtedness, if any, of at least
300% after deducting the amount of such distribution or purchase
price, as applicable. The 1940 Act contains an exception,
however, that permits dividends to be declared upon any
preferred shares issued by the Fund (including the Series C
Preferred Shares) if the Fund's indebtedness has an asset
coverage of at least 200% at the time of declaration after
deducting the amount of the dividend. In general, the term
"asset coverage" for this purpose means the ratio which the
value of the total assets of the Fund, less all liabilities and
indebtedness not represented by senior securities, bears to the
aggregate amount of senior securities representing indebtedness
of the Fund.
The term "senior security" does not include any promissory note
or other evidence of indebtedness in any case where such a loan
is for temporary purposes only and in an amount not exceeding 5%
of the value of the total assets of the Fund at the time when
the loan is made. A loan is presumed under the 1940 Act to be
for temporary purposes if it is repaid within 60 days and is not
extended or renewed; otherwise it is presumed not to be for
temporary purposes. For purposes of determining whether the 200%
and 300% asset coverage requirements described above apply in
connection with dividends or distributions on or purchases or
redemptions of Series C Preferred Shares, the asset coverages
may be calculated on the basis of values calculated as of a time
within 48 hours (not including Sundays or holidays) next
preceding the time of the applicable determination.

In addition to those circumstances described in the Prospectus
under "Description of the Securities - Preferred Shares -
Restrictions on Dividends and Other Distributions for the
Preferred Shares," the Fund may not pay any dividend or
distribution (other than a dividend or distribution paid in
common shares or in options, warrants or rights to subscribe for
or purchase common shares) in respect of the common shares or
call for redemption, redeem, purchase or otherwise acquire for
consideration any common shares (except by conversion into or
exchange for shares of the Fund ranking junior to the preferred
shares as to the payment of dividends or distributions and the
distribution of assets upon liquidation), unless after making
the distribution, the Fund meets applicable asset coverage
requirements described under " - Rating Agency Guidelines"
below.

Except as otherwise provided in the Fund's Governing Documents
(including the Statement) or a resolution of the Board of
Trustees or its delegatee, or as required by applicable law,
holders of Series C Preferred Shares shall have no power to vote
on any matter except matters submitted to a vote of the Fund's
common shares. In any matter submitted to a vote of the holders
of the common shares, each holder of Series C Preferred Shares
shall be entitled to one vote for each Series C Preferred Share
held and the holders of all outstanding preferred shares,
including Series C Preferred Shares, and the common shares shall
vote together as a single class; provided, however, that the
holders of the outstanding preferred shares, including Series C
Preferred Shares, shall be entitled, as a separate class, to the
exclusion of the holders of all other classes of shares of
beneficial interest of the Fund, to elect two of the Fund's
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 of trustees
constituting the Fund's Board of Trustees shall be automatically
increased by the smallest number of additional trustees that,
when added to the two trustees elected exclusively by the
holders of outstanding preferred shares, would constitute a
simple majority of the Fund's Board of Trustees as so increased
by such smallest number, and the holders of outstanding
preferred shares, including the Series C Preferred Shares,
voting separately as one class (to the exclusion of the holders
of all other classes of shares of beneficial interest of the
Fund) shall be entitled to elect such smallest number of
additional trustees and the two trustees the holders of
preferred shares, including the Series C Preferred Shares, are
otherwise entitled to elect. The Fund and the Fund's Board of
Trustees shall take all necessary actions, including amending
the Fund's Governing Documents, to effect an increase in the
number of trustees as described in the preceding sentence. A
Voting Period shall commence:

(i) if at any time accumulated dividends and distributions on
the outstanding Series C Preferred Shares equal to at least two
full years' dividends and distributions shall be due and unpaid
and sufficient deposit assets shall not have been deposited with
Computershare Trust Company, N.A., and its successors or any
other dividend disbursing agent appointed by the Fund, 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.

So long as any Series C Preferred Shares are outstanding, the
Fund shall not, without the affirmative vote of the holders of a
majority (as defined in the 1940 Act) of the Fund's preferred
shares outstanding at the time and present and voting on such
matter, voting separately as one class, amend, alter or repeal
the provisions of the Statement so as to in the aggregate
adversely affect the rights and preferences set forth in any
statement of preferences of the Fund's preferred shares,
including the Series C Preferred Shares. To the extent permitted
under the 1940 Act, in the event that more than one series of
the Fund's 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 the Fund's preferred shares differently than such
rights and preferences for any other series of the Fund's
preferred shares without the affirmative vote of the holders of
at least a majority of the Fund's 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 C 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 the Fund's
preferred shares. 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 Fund's outstanding preferred shares
(as defined in Section 2(a)(42) of the 1940 Act), including the
Series C Preferred Shares, voting together as a single class,
will be required to approve any plan of reorganization adversely
affecting the Fund's preferred shares or any action requiring a
vote of security holders under Section 13(a) of the 1940 Act.
The class vote of holders of the Fund's preferred shares
described above will in each case be in addition to a separate
vote of the requisite percentage of the Fund's common shares and
preferred shares, including the Series C 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 the Fund's
preferred shares (including the Series C Preferred Shares)
pursuant to the Governing Documents shall not in and of itself
be considered to adversely affect the rights and preferences of
the Fund's preferred shares.

So long as the Fund has preferred shares outstanding, the Fund
may issue and sell shares of one or more other series of
additional preferred shares provided that the Fund will,
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 to be redeemed out of such
proceeds), have an "asset coverage" for all senior securities of
the Fund which are shares, as defined in the 1940 Act, of at
least 200% of the sum of the liquidation preference of the
preferred shares of the Fund then outstanding and all
indebtedness of the Fund constituting senior securities and no
such additional preferred shares will have any preference or
priority over any other preferred shares of the Fund upon
liquidation or the distribution of the assets of the Fund or in
respect of the payment of dividends or distributions.

The Fund anticipates Moody's will initially rate the Series C
Preferred Shares. The Fund expects that it will be required
under Moody's (or any other rating agency then rating the Fund's
preferred shares at the Fund's request, including the Series C
Preferred Shares) guidelines to maintain assets having in the
aggregate a discounted value at least equal to the Basic
Maintenance Amount (as defined in the Statement) for its
outstanding preferred shares (including the Series C Preferred
Shares) with respect to the guidelines Moody's or such other
rating agency has established for determining discounted value.
To the extent any particular portfolio holding does not satisfy
a rating agency's guidelines, all or a portion of such holding's
value will not be included in the calculation of discounted
value (as defined by the rating agency). The Moody's guidelines
also impose certain diversification requirements and industry
concentration limitations on the Fund's overall portfolio, and
apply specified discounts to securities held by the Fund (except
certain money market securities).

If the value of the Fund's assets, as discounted in accordance
with the rating agency guidelines, is less than the Basic
Maintenance Amount, the Fund is required to use its commercially
reasonable efforts to cure such failure. If the Fund does not
cure in a timely manner a failure to maintain a discounted value
of its portfolio equal to the Basic Maintenance Amount in
accordance with the requirements of the applicable rating agency
or agencies then rating the preferred shares, including the
Series C Preferred Shares, at the request of the Fund, the Fund
will be required to mandatorily redeem its preferred shares,
including the Series C Preferred Shares.

Any rating agency providing a rating for the preferred shares,
including the Series C Preferred Shares, at the request of the
Fund may, at any time, change or withdraw any such rating. The
Board of Trustees, without further action by the Fund's
shareholders, may amend, alter, add to or repeal any provision
of the Statement that has been adopted by the Fund pursuant to
rating agency guidelines or add covenants and other obligations
of the Fund to the Statement, if the applicable rating agency
confirms that such amendments or modifications are necessary to
prevent a reduction in, or the withdrawal of, a rating of the
Fund's preferred shares and such amendments and modifications do
not adversely affect the rights and preferences of and are in
the aggregate in the best interests of the holders of the Fund's
preferred shares. The Board of Trustees, without further action
by the shareholders, may amend, alter, add to or repeal any
provision of the Statement including provisions that have been
adopted by the Fund pursuant to rating agency guidelines, if
such amendments or modifications will not in the aggregate
adversely affect the rights and preferences of the holders of
any series of the Fund's preferred shares, provided, that the
Fund has received confirmation from each applicable rating
agency then rating the Series C Preferred Shares at the Fund's
request that such amendment or modification would not adversely
affect such rating agency's then-current rating of such series
of the Fund's preferred shares.

As described by Moody's, the ratings assigned to each series of
preferred shares, including the Series C Preferred Shares, are
assessments of the capacity and willingness of the Fund to pay
the obligations of each such series. The ratings on these series
of preferred shares are not recommendations to purchase, hold or
sell shares of any series, inasmuch as the ratings do not
comment as to market price or suitability for a particular
investor. The rating agency guidelines also do not address the
likelihood that an owner of preferred shares will be able to
sell such shares on an exchange, in an auction or otherwise. The
ratings are based on current information furnished to Moody's by
the Fund and the Investment Adviser and information obtained
from other sources. The ratings may be changed, suspended or
withdrawn as a result of changes in, or the unavailability of,
such information.

The rating agency guidelines apply to each series of preferred
shares, including the Series C Preferred Shares, only so long as
such rating agency is rating such series at the request of the
Fund. The Fund pays fees to Moody's for rating the Series C
Preferred Shares.

Under certain circumstances, the Series C Preferred Shares will
be subject to mandatory redemption by the Fund out of funds
legally available therefor in accordance with the Statement and
applicable law.

If the Fund fails to have 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 C 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), as of the last business day of March, June, September
and December of each year in which any Series C Preferred Shares
are outstanding, and such failure is not cured as of the cure
date specified in the Statement (49 days following such business
day), (i) the Fund shall give a notice of redemption with
respect to the redemption of a sufficient number of its
preferred shares, which at the Fund's determination (to the
extent permitted by the 1940 Act and Delaware law) may include
any proportion of Series C Preferred Shares, to enable it to
meet the asset coverage requirements, and, at the Fund's
discretion, such additional number of Series C Preferred Shares
or any other series of the Fund's preferred shares in order for
the Fund to have asset coverage with respect to the Series C
Preferred Shares and any other series of the Fund's preferred
shares remaining outstanding after such redemption as great as
220%, and (ii) deposit an amount with Computershare Trust
Company, N.A., and its successors or any other dividend-
disbursing agent appointed by the Fund, having an initial
combined value sufficient to effect the redemption of the Series
C Preferred Shares or other series of the Fund's preferred
shares to be redeemed.

If the Fund is required to redeem any preferred shares
(including Series C Preferred Shares) as a result of a failure
to maintain such minimum 1940 Act asset coverage as of an
applicable cure date, then the Fund shall, to the extent
permitted by the 1940 Act and Delaware law, by the close of
business on such cure date fix a redemption date that is on or
before the 30th business day after such cure date and proceed to
redeem the preferred shares, including the Series C Preferred
Shares. The Fund may fix a redemption date that is after the
30th business day after such cure date if the Board of Trustees
determines, in good faith, that extraordinary market conditions
exist as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable, or is not reasonably
practicable at fair value. On such redemption date, the Fund
shall redeem, out of funds legally available therefor, the
number of its 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 C Preferred Shares or shares of
any other series of preferred shares of the Fund, 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 immediately prior to the opening of
business on such cure date in compliance with the 1940 Act or,
if asset coverage cannot be so restored, all of the outstanding
Series C Preferred Shares, in each case 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 and including the date of redemption. In addition, as
reflected above, the Fund may, but is not required to, redeem an
additional number of preferred shares (including Series C
Preferred Shares) which, when aggregated with all other
preferred shares redeemed by the Fund, permits the Fund to have
with respect to the preferred shares (including Series C
Preferred Shares) remaining outstanding after such redemption a
1940 Act asset coverage of as great as 220%.

Similarly, so long as Moody's or another rating agency is rating
the Fund's preferred shares (including the Series C Preferred
Shares) at the request of the Fund, the Fund will be required to
maintain, on the last business day of each month, assets having
in the aggregate a discounted value at least equal to the Basic
Maintenance Amount. So long as Moody's or another rating agency
is rating the Fund's preferred shares (including the Series C
Preferred Shares) at the request of the Fund, if the Fund fails
to have assets having in the aggregate a discounted value at
least equal to the Basic Maintenance Amount as of the last
business day of any month, and such failure is not cured as of
the cure date specified in the Statement (10 business days
following such business day), the Fund shall similarly follow
the redemption protocol summarized above to restore compliance
with the Basic Maintenance Amount, and the Fund may, but is not
required to, redeem an additional number of preferred shares
(including Series C Preferred Shares) which, when aggregated
with all other preferred shares redeemed by the Fund, permits
the Fund to have with respect to the preferred shares (including
the Series C Preferred Shares) remaining outstanding after such
redemption assets having in the aggregate a discounted value
equal to as great as 110% of the Basic Maintenance Amount. See
"Description of the Securities - Preferred Shares - Redemption"
in the Prospectus for a discussion of the consequences that
would arise if the Fund fails to maintain the asset coverage
requirements as calculated in accordance with the applicable
rating agency guidelines set forth in the Statement as of any
monthly valuation date.
Optional Redemption. Prior to May 31, 2021, the Series C
Preferred Shares are not subject to optional redemption by the
Fund unless the redemption is necessary, in the judgment of the
Board of Trustees, to maintain the Fund's status as a regulated
investment company under Subchapter M of the Code. Commencing
May 31, 2021, and thereafter, to the extent permitted by the
1940 Act and Delaware law, the Fund may at any time upon notice
in the manner provided in the Statement redeem the Series C
Preferred Shares in whole or in part at a price equal to the
liquidation preference per share plus accumulated but unpaid
dividends and distributions through and including the date of
redemption.

Redemptions of Series C Preferred Shares will be made subject to
the procedures described in the Prospectus under "Description of
the Securities - Preferred Shares - Redemption Procedures,"
except that a notice of redemption with respect to an optional
redemption will be given to the holders of record of Series C
Preferred Shares selected for redemption not less than 15 days
(subject to the NYSE requirements), nor more than 40 days prior
to the date fixed for redemption. Holders of Series C Preferred
Shares may receive shorter notice in the event of a mandatory
redemption.

In the event of any liquidation, dissolution or winding up of
the affairs of the Fund, whether voluntary or involuntary, the
holders of Series C 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
Fund's common shares or any other shares of the Fund ranking
junior to the Series C 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
of the Fund.

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 C Preferred Shares and all outstanding
shares of any other series of the Fund's preferred shares
ranking on a parity with the Series C Preferred Shares as to
payment upon liquidation shall be insufficient to permit the
payment in full to such holders of Series C Preferred Shares of
the Liquidation Preference plus accumulated and unpaid dividends
and distributions and the amounts due upon liquidation with
respect to all outstanding shares of such other series of
preferred shares of the Fund, then such available assets shall
be distributed among the holders of Series C Preferred Shares
and such other series of preferred shares of the Fund 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 C
Preferred Shares, no dividends or distributions will be made to
holders of the Fund's common shares or any other shares of the
Fund ranking junior to the Series C Preferred Shares as to
liquidation.


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