<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>s440195.txt
<DESCRIPTION>EXHIBIT 99(A)(IV)
<TEXT>
                                                             Exhibit 99(a)(iv)

                            ARTICLES SUPPLEMENTARY
                       CREATING AND FIXING THE RIGHTS OF
               SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK

         The Gabelli Convertible and Income Securities Fund Inc., a Maryland
corporation having its principal office in Baltimore City, Maryland (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of the State of Maryland that:

         FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on August 21, 2002, pursuant to authority expressly vested
in the Board of Directors of the Corporation by Article V of the Charter of
the Corporation, adopted a resolution reclassifying 2,000,000 unissued shares
of the Common Stock, par value $.001 per share, of the Corporation as
Preferred Stock. At a meeting duly convened and held on February 19, 2003, the
Board of Directors of the Corporation, pursuant to authority expressly vested
in it by Article V of the Charter of the Corporation, adopted a resolution
designating 5,000 authorized and unissued shares of Preferred Stock as "Series
C Auction Rate Preferred Stock."

         SECOND: The preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the Series C Auction Rate Cumulative Preferred Stock, par value
$.001 per share, as set by the Board of Directors are as follows:

                                  DESIGNATION

         Series C Preferred Stock: A series of [__] preferred shares, par
value $0.001 per share, liquidation preference $25,000 per share, is hereby
designated "Series C Auction Rate Cumulative Preferred Stock" (the "Series C
Preferred Stock"). Each share of Series C Preferred Stock may be issued on a
date to be determined by the Board of Directors of the Corporation; have an
initial dividend rate per annum, an initial Dividend Period and an initial
Dividend Payment Date as shall be determined in advance of the issuance
thereof by the Board of Directors of the Corporation; and have such other
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, in addition to those
required by applicable law or set forth in the Charter applicable to Preferred
Stock of the Corporation, as are set forth in these Articles Supplementary.
The Series C Preferred Stock shall constitute a separate series of Preferred
Stock.

         As used in these Articles Supplementary, unless the context requires
otherwise, each capitalized term shall have the meaning ascribed to it in
paragraph 13 of Article I and paragraph 1 of Article II of these Articles
Supplementary.

                   Article I: Series C Preferred Stock Terms

1.      Number of Shares; Ranking.

            (a) The initial number of authorized shares constituting the
Series C Preferred Stock is [ ]. No fractional shares of Series C Preferred
Stock shall be issued.

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

            (c) The Series C Preferred Stock shall rank on a parity with any
other series of Preferred Stock as to the payment of dividends to which such
stock is entitled.

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

2.      Dividends.

            (a) The Holders of Series C Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available therefor, cumulative cash dividends on their shares of
Series C Preferred Stock at the dividend rate determined by the Board of
Directors in the manner described under "Designation" above during the period
from and after the date on which such shares are originally issued and
including the last day of the initial Dividend Period and, thereafter, at the
Applicable Rate, determined as set forth in paragraph 2(c), and no more,
payable on the respective dates determined as set forth in paragraph 2(b).
Dividends on the Outstanding shares of Series C Preferred Stock shall
accumulate from the date on which such shares are originally issued.

            (b) (i) Dividends shall be payable when, as and if declared by the
Board of Directors following the initial Dividend Payment Date, subject to
paragraph 2(b)(ii), on the Series C Preferred Stock as follows:

                  (A) with respect to any Dividend Period of one year or less,
on the first Business Day following the last day of such Dividend Period;
provided, however, if the Dividend Period is more than 91 days then on the
91st, 181st and 271st days within such period, if applicable, and on the first
Business Day following the last day of such Dividend Period; and

                  (B) with respect to any Dividend Period of more than one
year, on a quarterly basis on each March 26th, June 26th, September 26th and
December 26th within such Dividend Period and on the first Business Day
following the last day of such Dividend Period.

                  (ii) If a day for payment of dividends resulting from the
application of paragraph 2(b)(i) above is not a Business Day, then the
Dividend Payment Date shall be the first Business Day following such day for
payment of dividends.

                  (iii) The Corporation shall pay to the Paying Agent not
later than 12:00 noon, New York City time, on the Business Day immediately
preceding each Dividend Payment Date for Series C Preferred Stock, an
aggregate amount of immediately available funds equal to the dividends to be
paid to all Holders of such Series C Preferred Stock on such Dividend Payment
Date. The Corporation shall not be required to establish any reserves for the
payment of dividends.

                  (iv) All moneys paid to the Paying Agent for the payment of
dividends shall be held in trust for the payment of such dividends by the
Paying Agent for the benefit of the Holders specified in paragraph 2(b)(v).
Unless instructed by the Corporation in writing the Paying Agent will hold
such moneys uninvested. Any moneys paid to the Paying Agent in accordance with
the foregoing but not applied by the Paying Agent to the payment of dividends,
including interest earned, if any, on such moneys, will, to the extent
permitted by law, be repaid to the Corporation at the end of 90 days from the
date on which such moneys were to have been so applied.

                  (v) Each dividend on Series C Preferred Stock shall be paid
on the Dividend Payment Date therefor to the Holders of Series C Preferred
Stock as their names appear on the stock ledger or stock records of the
Corporation on the Business Day immediately preceding such Dividend Payment
Date; provided, however, if dividends are in arrears, they may be declared and
paid at any time to Holders as their names appear on the stock ledger or stock
records of the Corporation on such date not exceeding 15 days preceding the
payment date thereof, as may be fixed by the Board of Directors. No interest
will be payable in respect of any dividend payment or payments which may be in
arrears.

                  (c) (i) For each Dividend Period after the initial Dividend
Period for the Outstanding shares of Series C Preferred Stock, the dividend
rate shall be equal to the rate per annum that results from an Auction (but
the rate set at the Auction will not exceed the Maximum Rate); provided,
however, that if an Auction for any subsequent Dividend Period of Series C
Preferred Stock is not held for any reason or if Sufficient Clearing Bids have
not been made in an Auction (other than as a result of all shares of Series C
Preferred Stock being the subject of Submitted Hold Orders), then the dividend
rate on each Outstanding share of Series C Preferred Stock for any such
Dividend Period shall be the Maximum Rate (except (A) during a Default Period,
when the dividend rate shall be the Default Rate as set forth in paragraph
2(c)(i) below, or (B) after a Default Period and prior to the beginning of the
next Dividend Period, when the dividend rate shall be the Maximum Rate at the
close of business on the last day of such Default Period). If an Auction is
not held because an unforeseen event or unforeseen events cause a day that
otherwise would have been an Auction Date not to be a Business Day, then the
length of the then- current Dividend Period shall be extended by seven days
(or a multiple thereof if necessary because of such unforeseen event or
events), the Applicable Rate for such period shall be the Applicable Rate for
the Dividend Period so extended and the Dividend Payment Date for such
Dividend Period shall be the first Business Day immediately succeeding the end
of such period.

                  (ii) Subject to the cure provisions in paragraph 2(c)(iii)
below, a Default Period with respect to the Outstanding shares of Series C
Preferred Stock will commence if the Corporation fails to deposit irrevocably
in trust in same- day funds, with the Paying Agent by 12:00 noon, New York
City time on the Business Day immediately preceding the relevant Dividend
Payment Date, the full amount of any declared dividend on the Outstanding
shares of Series C Preferred Stock then payable on that Dividend Payment Date
(a "Dividend Default").

            Subject to the cure provisions of paragraph 2(c)(iii) below, a
Default Period with respect to a Dividend Default or a Redemption Default
shall end on the Business Day on which, by 12:00 noon, New York City time, all
unpaid dividends and any unpaid Redemption Price in respect of such shares of
Series C Preferred Stock shall have been deposited irrevocably in trust in
same-day funds with the Paying Agent. In the case of a Dividend Default, the
following shall apply:

         1.     Each Dividend Period that commences during a Default Period
                will be a Standard Dividend Period.

         2.     The dividend rate for each Dividend Period that commences and
                concludes during a Default Period will be equal to the Default
                Rate.

         3.     In the event a Dividend Period commences during a Default
                Period and such Dividend Period continues after such Default
                Period has ended (a) the dividend rate for the portion of such
                Dividend Period that occurs during the Default Period will be
                the Default Rate and (b) the dividend rate for the portion of
                such Dividend Period that falls outside the Default Period
                will be (i) the Applicable Rate, in the case of the Dividend
                Period during which a default with respect to the previous
                period occurs, or (ii) the Maximum Rate, in the case of any
                other Dividend Period commencing during a Default Period.

         4.     The commencement of a Default Period will not by itself cause
                the commencement of a new Dividend Period.

         5.     No Auction will be held during an applicable Default Period;
                provided, however, that if a Default Period shall end prior to
                the end of a Standard Dividend Period that had commenced
                during such Default Period, an Auction will be held on the
                last day of such Standard Dividend Period.

                  (iii) No Default Period with respect to a Dividend Default
or Redemption Default shall be deemed to have commenced, unless such default
is due solely to the willful failure of the Corporation, if the amount of any
dividend or any Redemption Price due is deposited irrevocably in trust in
same-day funds with the Paying Agent by 12:00 noon, New York City time within
three Business Days after the applicable Dividend Payment Date or Redemption
Date, together with an amount in respect of such shares of Series C Preferred
Stock equal to the Default Rate applied to the amount of such non-payment
based on the actual number of days that would otherwise have comprised the
Default Period divided by 360. The "Default Rate" shall be equal to the
Reference Rate multiplied by three (3).

                  (iv) The amount of dividends per share of Series C Preferred
Stock payable (if declared) on each Dividend Payment Date of each Dividend
Period of less than one year (or in respect of dividends on another date in
connection with a redemption during such Dividend Period) shall be computed by
multiplying the relevant Applicable Rate, Default Rate or Maximum Rate, as the
case may be, for such Dividend Period (or a portion thereof) by a fraction,
the numerator of which will be the number of days in such Dividend Period (or
portion thereof) that such share of Series C Preferred Stock was Outstanding
and for which the Applicable Rate, Maximum Rate or the Default Rate was
applicable (but in no event shall the numerator exceed 360) and the
denominator of which will be 360, multiplying the amount so obtained by
$25,000, and rounding the amount so obtained to the nearest cent. During any
Dividend Period of one year or more, the amount of dividends per share of
Series C Preferred Stock payable on any Dividend Payment Date (or in respect
of dividends on another date in connection with a redemption during such
Dividend Period) will be computed as described in the preceding sentence
except that the numerator, with respect to any full twelve month period, will
be 360.

            (d) Any dividend payment made on shares of Series C Preferred
Stock shall first be credited against the earliest accumulated but unpaid
dividends due with respect to such shares.

            (e) For so long as shares of the Series C Preferred Stock are
Outstanding, except as otherwise contemplated by Article I of these Articles
Supplementary, the Corporation shall not pay any dividend or other
distribution (other than a dividend or distribution paid in shares of, or
options, warrants or rights to subscribe for or purchase, Common Stock or
other stock, if any, ranking junior to the Series C Preferred Stock as to
dividends and upon liquidation) with respect to Common Stock or any other
capital stock of the Corporation ranking junior to the Series C Preferred
Stock as to dividends or upon liquidation, or call for redemption, redeem,
purchase or otherwise acquire for consideration any Common Stock or other
capital stock ranking junior to the Series C Preferred Stock (except by
conversion into or exchange for shares of the Corporation ranking junior to
the Series C Preferred Stock as to dividends and upon liquidation), unless, in
each case, (i) immediately after such transaction, the Corporation would have
Eligible Assets with an aggregate Discounted Value at least equal to the Basic
Maintenance Amount and the Asset Coverage would be achieved, (ii) all
cumulative and unpaid dividends due on or prior to the date of the transaction
have been declared and paid in full with respect to the Corporation's
Preferred Stock, including the Series C Preferred Stock (or shall have been
declared and sufficient funds for the payment thereof deposited with the
applicable Paying Agent) and (iii) the Corporation has redeemed the full
number of shares of Preferred Stock to be redeemed mandatorily pursuant to any
provision for mandatory redemption contained herein, including, without
limitation, any such provision contained in paragraph 3(a)(ii).

            (f) No full dividends shall be declared or paid on the Series C
Preferred Stock for any Dividend Period or part thereof, unless full
cumulative dividends due through the most recent Dividend Payment Dates
therefor for all Outstanding shares of series of Preferred Stock of the
Corporation ranking on a parity with the Series C Preferred Stock as to the
payment of dividends have been or contemporaneously are declared and paid
through the most recent Dividend Payment Dates therefor. If full cumulative
dividends due have not been paid on all Outstanding shares of such Preferred
Stock, any dividends being paid on such shares of Preferred Stock (including
the Series C Preferred Stock) will be paid as nearly pro rata as possible in
proportion to the respective amounts of dividends accumulated but unpaid on
each such series of Preferred Stock then outstanding on the relevant Dividend
Payment Date.

3.  Redemption.

            (a) (i) Optional Redemption. After the initial Dividend Period,
subject to any Non-Call Period and the provisions of this paragraph 3 and to
the extent permitted under the 1940 Act and Maryland law, the Corporation may,
at its option, redeem in whole or in part out of funds legally available
therefor, shares of Series C Preferred Stock by delivering a notice of
redemption not less than 7 calendar days and not more than 40 calendar days
prior to the Redemption Date, in the case of shares herein designated as (A)
having a Dividend Period of one year or less, on the next Business Day after
the last day of such Dividend Period, at a redemption price per share equal to
$25,000, plus an amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared) to the Redemption Date ("Redemption
Price"), or (B) having a Dividend Period of more than one year, on any
Business Day prior to the end of the relevant Dividend Period, at the
Redemption Price subject to any applicable Specific Redemption Provisions.
Notwithstanding the foregoing, the Corporation shall not give a notice of or
effect any redemption pursuant to this paragraph 3(a)(i) unless, on the date
on which the Corporation gives such notice and on the Redemption Date, (x) the
Corporation has available Deposit Assets with maturity or tender dates not
later than the day preceding the applicable Redemption Date and having a value
not less than the amount (including any applicable premium) due to Holders of
the Series C Preferred Stock to be redeemed on the Redemption Date and (y) the
Corporation would have Eligible Assets with an aggregate Discounted Value at
least equal to the Basic Maintenance Amount and the Asset Coverage immediately
subsequent to such redemption, if such redemption were to occur on such date,
it being understood that the provisions of paragraph 3(d) shall be applicable
in such circumstances in the event the Corporation makes the deposit and takes
the other action required thereby.

                  (ii) Mandatory Redemption. So long as shares of Series C
Preferred Stock are Outstanding, if the Corporation fails (A) as of any
Valuation Date to meet the Basic Maintenance Test and such failure is not
cured by the Basic Maintenance Amount Cure Date or (B) as of any Valuation
Date to meet the 1940 Act Asset Coverage and such failure is not cured by the
Series C Asset Coverage Cure Date or (C) as of any valuation or measuring date
applicable to any other series of Preferred Stock to meet any applicable
maintenance amount test and such failure is not cured by the relevant cure
date (any such cure date, together with any Basic Maintenance Amount Cure Date
or Series C Asset Coverage Cure Date, a "Cure Date"), Preferred Stock, which
at the Corporation's determination may include Series C Preferred Stock, will
be subject to mandatory redemption out of funds legally available therefor.
The series and number of shares of Preferred Stock to be redeemed in such
circumstances will be determined by the Corporation, subject to the
limitations of the 1940 Act and Maryland law, from among all series of
Preferred Stock then Outstanding and may include any proportion of Series C
Preferred Stock or any other series of Preferred Stock. The amount of
Preferred Stock to be mandatorily redeemed under such circumstances shall, in
the aggregate, equal the lesser of (1) the minimum amount of Preferred Stock
(including the Series C Preferred Stock if so determined by the Corporation)
the redemption of which, if deemed to have occurred immediately prior to the
opening of business on the relevant Cure Date, would result in the Corporation
meeting, as the case may be, the Basic Maintenance Test, the Asset Coverage
and any other then applicable maintenance amount test, in each case as of the
relevant Cure Date (provided that, if there is no such minimum amount of
Preferred Stock the redemption of which would have such result, all Series C
Preferred Stock then Outstanding will be redeemed), and (2) the maximum amount
of Preferred Stock that can be redeemed out of funds expected to be available
therefor on the Mandatory Redemption Date at the Mandatory Redemption Price;
provided, that in the event that Preferred Stock is redeemed mandatorily
pursuant to this paragraph 3, the Corporation may, but is not required to,
redeem a sufficient amount of additional shares of Series C Preferred Stock,
which when aggregated with other shares of Preferred Stock redeemed by the
Corporation, permits the Corporation to have (x) Eligible Assets with Adjusted
Value with respect to the Preferred Stock remaining Outstanding of as great as
110% of the Basic Maintenance Amount and (y) Asset Coverage with respect to
the Pre ferred Stock remaining Outstanding of as much as 220%.

                  (iii) Subject to the Articles Supplementary establishing
each series of Preferred Stock, the Corporation may determine the shares and
series of Preferred Stock to be redeemed in accordance with the paragraph
3(a)(ii) above, subject to the further provisions of this paragraph 3(a)(iii).
Subject to the immediately preceding sentence, the Corporation shall effect
any mandatory redemption of Series C Preferred Stock relating to: (A) a
failure to meet the Basic Maintenance Test, no later than 30 days after the
Corporation last met the Basic Maintenance Test, (B) a failure to meet the
Asset Coverage, no later than 30 days after the Series C Asset Coverage Cure
Date or (C) a failure to meet any other then applicable maintenance amount
test in accordance with the requirements of such test (in each case the
"Mandatory Redemption Date"), except that if the Corporation does not have
funds legally available for the redemption of, or is not otherwise legally
permitted to redeem, the amount of Preferred Stock which would be required to
be redeemed by the Corporation under subparagraph 3(a)(ii) if sufficient funds
were available, or the Corporation otherwise is unable to effect such
redemption on or prior to the applicable Mandatory Redemption Date, the
Corporation shall redeem on such redemption date the number of shares of
Series C Preferred Stock and other Preferred Stock with respect to which it
has given notice of redemption as it shall have legally available funds, or is
otherwise able, to redeem ratably on the basis of Redemption Price from each
holder whose shares are to be redeemed and the remainder of the Series C
Preferred Stock and other Preferred Stock which it was unable to redeem on the
earliest practicable date on which the Corporation will have such funds
available upon notice, in the case of Series C Preferred Stock pursuant to
paragraph 3(b) to Holders of shares of Series C Preferred Stock to be
redeemed. The Corporation will deposit with the Paying Agent funds sufficient
to redeem the specified number of shares of Series C Preferred Stock subject
to a redemption required under paragraph 3(a)(ii), by 1:00 P.M., New York City
time, of the Business Day immediately preceding the Mandatory Redemption Date.
If fewer than all of the Outstanding shares of Series C Preferred Stock are to
be redeemed pursuant to this 3(a)(iii), the number of shares of Series C
Preferred Stock to be redeemed shall be redeemed pro rata from the Holders of
such shares in proportion to the number of shares of Series C Preferred Stock
held by such Holders, by lot or by such other method as the Corporation shall
deem fair and equitable, subject, however, to the terms of any applicable
Specific Redemption Provisions.

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

            (c) Notwithstanding the provisions of paragraph 3(a), the
Corporation shall not redeem shares of Preferred Stock unless all accumulated
and unpaid dividends on all Outstanding shares of Series C Preferred Stock for
all applicable past Dividend Periods (whether or not earned or declared by the
Corporation) have been or are contemporaneously paid or declared and Deposit
Assets for the payment of such dividends have been deposited with the Paying
Agent; provided, however, that the foregoing shall not prevent the purchase or
acquisition of outstanding shares of Preferred Stock pursuant to the
successful completion of an otherwise lawful purchase or exchange offer made
on the same terms to holders of all Outstanding shares of Preferred Stock.

            (d) Upon the deposit of funds sufficient to redeem shares of
Series C Preferred Stock with the Paying Agent and the giving of the Notice of
Redemption to the Auction Agent under paragraph 3(b) above, dividends on such
shares shall cease to accumulate and such shares shall no longer be deemed to
be Outstanding for any purpose (including, without limitation, for purposes of
calculating whether the Corporation has met the Basic Maintenance Test or the
Asset Coverage), and all rights of the Holders of the shares of Series C
Preferred Stock so called for redemption shall cease and terminate, except the
right of such Holder to receive the Redemption Price specified herein, but
without any interest or other additional amount. Such Redemption Price shall
be paid by the Paying Agent to the nominee of the Securities Depository. The
Corporation shall be entitled to receive from the Paying Agent, promptly after
the date fixed for redemption, any cash deposited with the Paying Agent in
excess of (i) the aggregate Redemption Price of the shares of Series C
Preferred Stock called for redemption on such date and (ii) such other
amounts, if any, to which Holders of the Series C Preferred Stock called for
redemption may be entitled. Any funds so deposited that are unclaimed at the
end of two years from such redemption date shall, to the extent permitted by
law, be paid to the Corporation, after which time the Holders of shares of
Series C Preferred Stock so called for redemption may look only to the
Corporation for payment of the Redemption Price and all other amounts, if any,
to which they may be entitled; provided, however, that the Paying Agent shall
notify all Holders whose funds are unclaimed by placing a notice in The Wall
Street Journal concerning the availability of such funds for three consecutive
weeks. The Corporation shall be entitled to receive, from time to time after
the date fixed for redemption, any interest earned on the funds so deposited.

            (e) A Default Period with respect to the Outstanding shares of
Series C Preferred Stock will commence if the Corporation fails to deposit
irrevocably in trust in same-day funds, with the Paying Agent by 12:00 noon,
New York City time on the Business Day preceding the redemption date specified
in the Notice of Redemption (the "Redemption Date") or the full amount of any
Redemption Price payable on such Redemption Date (a "Redemption Default");
provided, that no Redemption Default shall be deemed to have occurred in
respect of Series C Preferred Stock when the related Redemption Notice
provides that the redemption of such Series C Preferred Stock is subject to
one or more conditions precedent and each such condition precedent shall not
have been satisfied at the time or times or in the manner specified in such
Notice of Redemption. To the extent a Redemption Default occurs with respect
to Series C Preferred Stock or that any redemption for which Notice of
Redemption has been given otherwise prohibited, such redemption shall be made
as soon as practicable to the extent such funds become legally available or
such redemption is no longer otherwise prohibited. Notwithstanding the fact
that a Redemption Default has occurred and is continuing or theat the
Corporation has otherwise failed to redeem shares of Series C Preferred Stock
for which a Notice of Redemption has been given (other than because of the
failure of a condition precedent set forth in such Notice of Redemption),
dividends may be declared and if so declared will be paid on Series C
Preferred Stock, which shall include those shares of Series C Preferred Stock
for which Notice of Redemption has been given but for which deposit of funds
has not been made.

            (f) All moneys paid to the Paying Agent for payment of the
Redemption Price of shares of Series C Preferred Stock called for redemption
shall be held in trust by the Paying Agent for the benefit of Holders of the
Series C Preferred Stock so to be redeemed. A Redemption Default will occur on
account of the Corporation's failure to timely deposit any required Redemption
Price with the Paying Agent and any resulting Default Period will end in
accordance with paragraph 2(c).

            (g) So long as the Series C Preferred Stock is held of record by
the nominee of the Securities Depository, the Redemption Price for such shares
will be paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to Agent Members for distribution to the Persons
for whom they are acting as agent.

            (h) Except for the provisions described above, nothing contained
in these Articles Supplementary limits any right of the Corporation to
purchase or otherwise acquire Series C Preferred Stock outside of an Auction
at any price, whether higher or lower than the price that would be paid in
connection with an optional or mandatory redemption, so long as, at the time
of any such purchase, there is no arrearage in the payment of dividends on, or
the mandatory or optional Redemption Price with respect to, any shares of
Series C Preferred Stock for which Notice of Redemption has been given and the
Corporation meets the Asset Coverage and the Basic Maintenance Test after
giving effect to such purchase or acquisition on the date thereof. Any shares
of Series C Preferred Stock which are purchased, redeemed or otherwise
acquired by the Corporation shall have no voting rights. If fewer than all the
Outstanding shares of Series C Preferred Stock are redeemed or otherwise
acquired by the Corporation, the Corporation shall give notice of such
transaction to the Auction Agent, in accordance with the procedures agreed
upon by the Board of Directors.

            (i) In the case of any redemption pursuant to this paragraph 3,
only whole shares of Series C Preferred Stock shall be redeemed, and in the
event that any provision of the Charter would require redemption of a
fractional share, the Auction Agent shall be authorized to round up so that
only whole shares are redeemed.

            (j) Notwithstanding anything herein to the contrary, the Board of
Directors may authorize, create or issue other series of Preferred Stock
ranking on a parity with the Series C Preferred Stock with respect to the
payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Corporation, to the extent
permitted by the 1940 Act, if upon issuance of any such series, either (i) the
net proceeds from the sale of such stock (or such portion thereof needed to
redeem or repurchase the Outstanding shares of Series C Preferred Stock) are
deposited with the Auction Agent, Notice of Redemption as contemplated by
paragraph 3(b) has been delivered prior thereto or is sent promptly
thereafter, and such proceeds are used to redeem all Outstanding shares of
Series C Preferred Stock or (ii) the Corporation would meet the Asset
Coverage, the Basic Maintenance Test and the requirements of paragraph 9.

4. Designation of Dividend Period.

            (a) The initial Dividend Period for the Series C Preferred Stock
shall be as determined in the manner under "Designation" above. The
Corporation shall designate the duration of subsequent Dividend Periods of the
Series C Preferred Stock; provided, however, that no such designation shall be
necessary for a Standard Dividend Period and, provided further, that any
designation of a Special Dividend Period for the Series C Preferred shall be
effective only if (i) notice thereof shall have been given as provided herein,
(ii) any failure to pay in a timely manner to the Auction Agent the full
amount of any dividend on, or the Redemption Price of, the Series C Preferred
Stock shall have been cured as provided for herein, (iii) Sufficient Clearing
Orders shall have existed in an Auction held for the Series C Preferred Stock
on the Auction Date immediately preceding the first day of such proposed
Special Dividend Period, (iv) if the Corporation shall have mailed a Notice of
Redemption with respect to any shares of Series C Preferred Stock, the
Redemption Price with respect to such shares shall have been deposited with
the Paying Agent and (v) the Corporation has confirmed that as of the Auction
Date next preceding the first day of such Special Dividend Period, it has
Eligible Assets with an aggregate Discounted Value at least equal to the Basic
Maintenance Amount, and the Corporation has consulted with the Broker-Dealers
and has provided notice of such designation and a Basic Maintenance Report to
each Rating Agency.

            (b) If the Corporation proposes to designate any Special Dividend
Period, not fewer than seven Business Days (or two Business Days in the event
the duration of the Dividend Period prior to such Special Dividend Period is
fewer than eight days) nor more than 30 Business Days prior to the first day
of such Special Dividend Period, notice shall be (i) made by press release and
(ii) communicated by the Corporation by telephonic or other means to the
Auction Agent and confirmed in writing promptly thereafter. Each such notice
shall state (x) that the Corporation proposes to exercise its option to
designate a succeeding Special Dividend Period, specifying the first and last
days thereof and (y) that the Corporation will by 3:00 P.M., New York City
time, on the second Business Day next preceding the first day of such Special
Dividend Period, notify the Auction Agent, who will promptly notify the
Broker-Dealers, of either (A) its determination, subject to certain
conditions, to proceed with such Special Dividend Period, subject to the terms
of any Specific Redemption Provisions, or (B) its determination not to proceed
with such Special Dividend Period, in which latter event the succeeding
Dividend Period shall be a Standard Dividend Period. No later than 3:00 P.M.,
New York City time, on the second Business Day next preceding the first day of
any proposed Special Dividend Period, the Corporation shall deliver to the
Auction Agent, who will promptly deliver to the Broker-Dealers and Existing
Holders, either:

                  (1) a notice stating (a) that the Corporation has determined
to designate the next succeeding Dividend Period as a Special Dividend Period,
(b) the first and last days thereof and (c) the terms of any Specific
Redemption Provisions; or


                  (2) a notice stating that the Corporation has determined not
to exercise its option to designate a Special Dividend Period.

         If the Corporation fails to deliver either such notice with respect
to the designation of any proposed Special Dividend Period to the Auction
Agent or is unable to make the confirmation provided in paragraph 4(a)(v) by
3:00 P.M., New York City time, on the second Business Day next preceding the
first day of such proposed Special Dividend Period, the Corporation shall be
deemed to have delivered a notice to the Auction Agent with respect to such
Dividend Period to the effect set forth in clause (2) above, thereby resulting
in a Standard Dividend Period.


5. Restrictions on Transfer.

         Series C Preferred Stock may be transferred only (a) pursuant to an
Order placed in an Auction, (b) to or through a Broker-Dealer or (c) to the
Corporation or any Affiliate. Notwithstanding the foregoing, a transfer other
than pursuant to an Auction will not be effective unless the selling Existing
Holder or the Agent Member of such Existing Holder (in the case of an Existing
Holder whose shares are listed in its own name on the books of the Auction
Agent), or the Broker-Dealer or Agent Member of such Broker-Dealer (in the
case of a transfer between persons holding shares of any Series C Preferred
Stock through different Broker-Dealers), advises the Auction Agent of such
transfer. Any certificates representing Series C Preferred Stock issued to the
Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.

6. Voting Rights.

         (a) General.

         Except as otherwise provided by law or as specified in the Charter,
each Holder of Series C Preferred Stock and any other Preferred Stock shall be
entitled to one vote for each share held on each matter submitted to a vote of
stockholders of the Corporation, and the Holders of Outstanding shares of
Preferred Stock and Common Stock shall vote together as a single class;
provided, however, that at any meeting of the stockholders of the Corporation
held for the election of directors, the Holders of Outstanding shares of
Preferred Stock, including the Series C Preferred Stock, shall be entitled, as
a class, to the exclusion of the Holders of all other securities and classes
of capital stock of the Corporation, to elect a number of Corporation's
directors, such that following the election of directors at the meeting of the
stockholders, the Corporation's Board of Directors shall contain two directors
elected by the Holders of the Outstanding shares of Preferred Stock as a
class. Subject to paragraph 6(b), the Holders of outstanding shares of capital
stock of the Corporation, including the Holders of Outstanding shares of
Preferred Stock, includ ing Series C Preferred Stock, voting as a single
class, shall elect the balance of the directors.

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

         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 directors constituting the Board of Directors shall be
automatically increased by the smallest number of additional directors that,
when added to the two directors elected exclusively by the Holders of shares
of Preferred Stock pursuant to paragraph 6(a) above, would constitute a
majority of the Board of Directors as so increased by such smallest number;
and the Holders of shares of Pre ferred Stock shall be entitled, voting
separately as one class (to the exclusion of the holders of all other
securities and classes of capital stock of the Corporation), to elect such
smallest number of additional directors, together with the two directors that
such Holders are in any event entitled to elect pursuant to paragraph 6(a)
above. The Corporation and the Board of Directors shall take all necessary
action, including amending the Corporation's by-laws, to effect an increase in
the number of directors as described in the preceding sentence. A Voting
Period shall commence:

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

                  (ii) if at any time holders of any other shares of Preferred
Stock are entitled to elect a majority of the directors of the Corporation
under the 1940 Act or the Articles Supplementary creating such shares.

         Upon the termination of a Voting Period, the voting rights described
in this paragraph 6(b) shall cease, subject always, however, to the reverting
of such voting rights in the holders of Preferred Stock upon the further
occurrence of any of the events described in this paragraph 6(b).

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

            So long as the Series C Preferred Stock is Outstanding, the
Corporation shall not, without the affirmative vote of the holders of a
majority of the shares of Preferred Stock Outstanding at the time, voting
separately as one class, amend, alter or repeal the provisions of the Charter,
whether by merger, consolida tion or otherwise, so as to materially adversely
affect any of the contract rights expressly set forth in the Charter of
Holders of Series C Preferred Stock or any other Preferred Stock. To the
extent permitted under the 1940 Act, in the event shares of more than one
series of Preferred Stock are Outstanding, the Corporation shall not effect
any of the actions set forth in the preceding sentence which materially
adverse ly affects the contract rights expressly set forth in the Charter of a
Holder of shares of a series of Preferred Stock differently than those of a
Holder of shares of any other series of Preferred Stock without the
affirmative vote of the Holders of at least a majority of the shares of
Preferred Stock of each series materially adversely affected and Outstanding
at such time (each such materially adversely affected series voting separately
as a class to the extent its rights are affected differently). The Corporation
shall notify each Rating Agency ten Business Days prior to any such vote
described above. Unless a higher percentage is provided for under the Charter
or applicable provisions of the Maryland General Corporation Law, the
affirmative vote of the Holders of a majority of the Outstanding shares of
Preferred Stock, including the Series C Preferred Stock, voting together as a
single class, will be required to approve any plan of reorganization adversely
affecting such shares or any action requiring a vote of security holders under
Section 13(a) of the 1940 Act. For purposes of this paragraph 6(c), the phrase
"vote of the Holders of a majority of the Outstanding shares of Preferred
Stock" shall mean, in accordance with Section 2(a)(42) of the 1940 Act, the
vote, at the annual or a special meeting of the stockholders of the
Corporation duly called (A) of 67 percent or more of the shares of Preferred
Stock present at such meeting, if the Holders of more than 50 percent of the
Outstanding shares of Preferred Stock are present or represented by proxy; or
(B) of more than 50 percent of the Outstanding shares of Preferred Stock,
whichever is less. The class vote of Holders of shares of Preferred Stock
described above will in each case be in addition to a separate vote of the
requisite percentage of shares of Common Stock and shares of Preferred Stock,
including the Series C Preferred Stock, voting together as a single class,
necessary to authorize the action in question. An increase in the number of
authorized shares of Preferred Stock pursuant to the Charter or the issuance
of additional shares of any series of Preferred Stock (including the Series C
Preferred Stock) pursuant to the Charter shall not in and of itself be
considered to adversely affect the contract rights of the Holders of Preferred
Stock. The provisions of this paragraph 6(c) are subject to the provisions of
paragraph 10.

         (d) Voting Procedures.

                  (i) As soon as practicable after the accrual of any right of
the Holders of shares of Preferred Stock, including the Series C Preferred
Stock, to elect additional directors as described in paragraph 6(b), the
Corporation shall call a special meeting of such Holders and instruct the
Auction Agent to mail a notice of such special meeting to the Holders of
Series C Preferred Stock, such meeting to be held not less than 10 nor more
than 20 days after the date of mailing of such notice. If the Corporation
fails to send such notice to the Auction Agent or if the Corporation 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 day as the Board of Directors shall
determine. At any such special meeting and at each meeting held during a
Voting Period, such Holders of Preferred Stock, voting together as a class (to
the exclusion of the holders of all other securities and classes of capital
stock of the Corporation), shall be entitled to elect the number of directors
prescribed in paragraph 6(b) on a one-vote-per-share basis. At any such
meeting or adjournment thereof in the absence of a quorum, a majority of the
Holders of shares of Preferred Stock, including the Series C Preferred Stock,
present in person or by proxy shall have the power to adjourn the meeting
without notice, other than an announcement at the meeting, until a date not
more than 120 days after the original record date.

                  (ii) For purposes of determining any rights of the Holders
of the shares of Preferred Stock, including the Series C Preferred Stock, to
vote on any matter, whether such right is created by these Articles
Supplementary, by the other provisions of the Charter, by statute or
otherwise, a share of Series C Preferred Stock which is not Outstanding shall
not be counted.

                  (iii) The terms of office of all persons who are directors
of the Corporation at the time of a special meeting of Holders of Preferred
Stock, including the Series C Preferred Stock, to elect directors shall
continue, notwithstanding the election at such meeting by such Holders of the
number of directors that they are entitled to elect, and the persons so
elected by such Holders, together with the two incumbent directors elected by
the Holders of Preferred Stock, including the Series C Preferred Stock, and
the remaining incumbent directors elected by the holders of the Common Stock
and Preferred Stock, shall constitute the duly elected directors of the
Corporation.

                  (iv) Upon the expiration of a Voting Period, the terms of
office of the additional directors elected by the Holders of Preferred Stock,
including the Series C Preferred Stock, pursuant to paragraph 6(b) above shall
expire, and the remaining directors shall constitute the directors of the
Corporation and the voting rights of such Holders of Preferred Stock,
including Series C Preferred Stock, to elect additional directors pursuant to
paragraph 6(b) above shall cease, subject to the provisions of the last
sentence of paragraph 6(b). Upon the expiration of the terms of the directors
elected by the holders of Preferred Stock pursuant to paragraph 6(b) above,
the number of directors shall be automatically reduced to the number and
composition of directors on the Board immediately preceding such Voting
Period.

         (e) Exclusive Remedy.

         Unless otherwise required by law, the Holders of Series C Preferred
Stock shall not have any rights or preferences other than those specifically
set forth herein. The Holders of Series C Preferred Stock shall have no
preemptive rights or rights to cumulative voting. In the event that the
Corporation fails to pay any dividends on the Series C Preferred Stock, the
exclusive remedy of the Holders shall be the right to vote for directors
pursuant to the provisions of this paragraph 6.

         (f) Notification to Rating Agency.

         In the event a vote of Holders of Preferred Stock is required
pursuant to the provisions of Section 13(a) of the 1940 Act, as long as the
Series C Preferred Stock is rated by a Rating Agency at the request of the
Corporation, the Corporation shall, not later than ten Business Days prior to
the date on which such vote is to be taken, notify each 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 each Rating Agency of the result of such
vote.

7.  Liquidation Rights.

         (a) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the Holders of
Series C Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, after claims of
creditors but before any distribution or payment shall be made in respect of
the Common Stock or any other stock of the Corporation ranking junior to the
Series C Preferred Stock as to liquidation payments, a liquidation
distribution in the amount of $25,000.00 per share (the "Liquidation
Preference"), plus an amount equal to all unpaid dividends accumulated to and
including the date fixed for such distribution or payment (whether or not
earned or declared by the Corporation, but excluding interest there on), 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 Corporation, whether voluntary or involuntary, the assets of
the Corporation available for distribution among the Holders of all
Outstanding shares of Series C Preferred Stock, and any other Outstanding
class or series of Preferred Stock ranking on a parity with the Series C
Preferred Stock as to payment upon liquidation, shall be insufficient to
permit the payment in full to such Holders of Series C Preferred Stock of the
Liquidation Preference plus accumulated and unpaid dividends and the amounts
due upon liquidation with respect to such other Preferred Stock, then such
available assets shall be distributed among the Holders of Series C Preferred
Stock and such other Preferred Stock ratably in proportion to the respective
preferential amounts to which they are entitled. Unless and until the
Liquidation Preference plus accumulated and unpaid dividends has been paid in
full to the Hold ers of shares of Series C Preferred Stock, no dividends or
distributions will be made to holders of shares of the Common Stock or any
other stock of the Corporation ranking junior to the Series C Preferred Stock
as to liquidation.

8.  Auction Agent.

         For so long as shares of the Series C Preferred Stock are
Outstanding, the Auction Agent, duly appointed by the Corporation to so act,
shall be in each case a commercial bank, trust company or other financial
institution independent of the Corporation and its Affiliates (which, however,
may engage or have engaged in business transactions with the Corporation or
its Affiliates) and at no time shall the Corporation or any of its Affiliates
act as the Auction Agent in connection with the Auction Procedures. If the
Auction Agent resigns or for any reason its appointment is terminated during
any period that any shares of Series C Preferred Stock are Outstanding, the
Corporation shall use its best efforts promptly thereafter to appoint another
qualified commercial bank, trust company or financial institution to act as
the Auction Agent.

9. Coverage Tests.

         (a) Determination of Compliance.

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

             (i) Asset Coverage as follows:

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

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

            (ii) Basic Maintenance Amount as follows:

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

                 (B) On or before 5:00 P.M., New York City time, on the fifth
Business Day after a Valuation Date on which the Corporation fails to satisfy
the Basic Maintenance Amount, and on the fifth Business Day after the Basic
Maintenance Amount Cure Date with respect to such Valuation Date, the
Corporation shall complete and deliver to each Rating Agency a Basic
Maintenance Report as of the date of such failure or such Basic Maintenance
Amount Cure Date, as the case may be, which will be deemed to have been
delivered to such Rating Agency, as the case may be, if such Rating Agency
receives a copy or facsimile or other electronic transcription or transmission
thereof and on the same day the Corporation mails or sends to such Rating
Agency for delivery on the next Business Day the full Basic Maintenance
Report. The Corporation shall also deliver a Basic Maintenance Report to each
Rating Agency as of any Annual Valuation Date, in each case on or before the
fifth Business Day after such day. A failure by the Corporation to deliver a
Basic Maintenance Report pursuant to the preceding sentence shall be deemed to
be delivery of a Basic Maintenance Report indicating the Discounted Value for
all assets of the Corporation is less than the Basic Maintenance Amount, as of
the relevant Valuation Date.

                 (C) Within ten Business Days after the date of delivery of a
Basic Maintenance Report in accordance with paragraph 9(a)(ii)(B) relating to
any Annual Valuation Date, the Corporation shall cause the Independent
Accountant to send an Accountant's Confirmation to each Rating Agency with
respect to such Basic Maintenance Report.

                 (D) Within ten Business Days after the date of delivery of a
Basic Maintenance Report in accordance with paragraph 9(a)(ii)(B) relating to
each, if any, Valuation Date on which the Corporation failed to satisfy the
Basic Maintenance Amount and the Basic Maintenance Amount Cure Date with
respect to such failure to satisfy the Basic Maintenance Amount, the
Corporation shall cause the Independent Accountant to provide to each Rating
Agency an Accountant's Confirmation as to such Basic Maintenance Report.

                 (E) If any Accountant's Confirmation delivered pursuant to
paragraph (C) or (D) of this paragraph 9(a)(ii) does not agree with the
Corporation's calculation of the Basic Maintenance Report for a particular
Valuation Date for which such Accountant's Confirmation was required to be
delivered, or shows that a lower aggregate Discounted Value for the aggregate
Eligible Assets in respect of any Rating Agency than was determined by the
Corporation, the calculation or determination made by such Independent
Accountant shall be final and conclusive and shall be binding on the
Corporation, and the Corporation shall accordingly amend and deliver the Basic
Maintenance Report to the relevant Rating Agency promptly following receipt by
the Corporation of such Accountant's Confirmation.

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

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

         (b) Failure to Meet Asset Coverage Requirements.

         If the Corporation fails to have Asset Coverage as provided in
paragraph 9(a)(i) or to have Eligible Assets having an Adjusted Value at least
equal to the Basic Maintenance Amount as provided in paragraph 9(a)(ii)(A) and
such failure is not cured by the applicable Cure Date, Preferred Stock, which
at the Corporation's determination may include any proportion of Series C
Preferred Stock, will be subject to mandatory redemption as set forth in
paragraph 3.

         (c) Status of Series C Preferred Stock Called for Redemption.

         For purposes of determining whether the requirements of paragraphs
9(a)(i) and 9(a)(ii)(A) hereof are satisfied, (i) no share of the Series C
Preferred Stock or other Preferred Stock 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 Paying Agent (or
applicable dividend-disbursing agent) and the requisite Notice of Redemption
shall have been given, and (ii) such Deposit Assets deposited with the Paying
Agent (or dividend-disbursing agent) shall not be included.

10. Certain Other Restrictions.

         (a) For so long as the shares of Series C Preferred are rated by a
Rating Agency at the Corporation's request, the Corporation 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 Corporation 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 Corporation's Eligible Assets exceeded the Basic Maintenance Amount by
5% or less, alter the composition of the Corporation's assets in a manner
reasonably expected to reduce the Adjusted Value of the Corporation's Eligible
Assets, unless the Corporation shall have confirmed that, after giving effect
to such alteration, the Adjusted Value of the Corporation's Eligible Assets
exceeded the Basic Maintenance Amount or (iii) declare or pay any dividend or
other distribution on any Common Stock or repurchase any Common Stock, unless
the Corporation shall have confirmed that, after giving effect to such
declaration, other distribution or repurchase, the Corporation continued to
satisfy the requirements of paragraph 9(a)(ii).

         (b) For so long as the shares of Series C Preferred Stock are rated
by any Rating Agency at the Corporation's request, unless the Corporation
shall have received written confirmation from each such Rating Agency, the
Corporation may engage in the lending of its portfolio securities only in an
amount of up to 5% of the Corporation's total assets, provided that the
Corporation receives cash collateral for such loaned securities that is
maintained at all times in an amount equal to at least 100% of the then
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 Corporation for purposes of
determining compliance with paragraph 9.

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

11.  Limitation on Incurrence of Additional Indebtedness, Certain Transactions
and Issuance of Additional Preferred Stock

         (a) So long as the shares of Series C Preferred Stock are Out
standing, the Corporation may issue and sell one or more series of a class of
senior securities of the Corporation 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 Corporation
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 Corporation then Outstanding and no such
additional indebtedness shall have any preference or priority over any other
indebtedness of the Corporation upon the distribution of the assets of the
Corporation 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 Corporation then in effect, shall not be
considered to be indebtedness limited by this paragraph 11(a).

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

12.      Termination.

         In the event that no shares of Series C Preferred Stock are
Outstanding, all rights and preferences of such shares established and
designated hereunder shall cease and terminate, and all obligations of the
Corporation under these Articles Supplementary shall terminate.

13.  Definitions.

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

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

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

         "Accountant's Confirmation" means a letter from an Independent
Accountant delivered to each Rating Agency with respect to certain Basic
Maintenance Reports substantially to the effect that:

         (a) the Independent Accountant has read the Basic Maintenance Report
or Reports prepared by the Administrator during the referenced calendar year
that are referred to in such letter;

         (b) with respect to the issue size compliance, issuer diversification
and industry diversification calculations, such calculations and the resulting
Market Value of the relevant Eligible Assets included in the Reports and the
Adjusted Value of the such Eligible Assets included in the Reports are
numerically correct;

         (c) with respect to the excess or deficiency of the Adjusted Value of
the relevant Eligible Assets included in the Reports when compared to the
Basic Maintenance Amount calculated for such Rating Agency the results of the
calculation set forth in the Reports have been recalculated and are
numerically correct;

         (d) with respect to the Rating Agency ratings on corporate evidences
of indebtedness, convertible corporate evidences of indebtedness and preferred
stock listed in the Reports, that information has been traced and agrees with
the information provided directly or indirectly by the respective Rating
Agencies (in the event such information does not agree or such information is
not listed in the accounting records of the Corporation, the Independent
Accountants will inquire of the Rating Agencies what such information is and
provide a listing in their letter of such differences, if any);

         (e) with respect to issuer name and coupon or dividend rate listed in
the Reports, that information has been traced and agrees with information
listed in the accounting records of the Corporation;

         (f) with respect to issue size listed in the Reports, that
information has been traced and agrees with information provided by a Pricing
Service or such other services as the relevant Rating Agency may authorize
from time to time;

         (g) with respect to the prices (or alternative permissible factors
used in calculating the Market Value as provided by these Articles
Supplementary) provided by the Administrator of the Corporation's assets for
purposes of valuing securities in the portfolio, the Independent Accountant
has traced the price used in the Reports to the price provided by such
Administrator (in accordance with the procedures provided in these Articles
Supplementary) and verified that such information agrees (in the event such
information does not agree, the Independent Accountants will provide a listing
in their letter of such differences); and

         (h) with respect to the description of each security included in the
Reports, the description of the relevant Eligible Assets has been compared to
the definition of such Rating Agency's Eligible Assets contained in these
Articles Supplementary, and the description as appearing in the Reports agrees
with the definition of such Rating Agency's Eligible Assets as described in
these Articles Supplementary.

         Each such letter may state that: (i) such Independent Accountant has
made no independent verification of the accuracy of the description of the
investment securities listed in the Reports or the Market Value of those
securities nor has it performed any procedures other than those specifically
outlined above for the purposes of issuing such letter; (ii) unless otherwise
stated in the letter, the procedures specified therein were limited to a
comparison of numbers or a verification of specified computations applicable
to numbers appearing in the Reports and the schedule(s) thereto; (iii) the
foregoing procedures do not constitute an examination in accordance with
generally accepted auditing standards and the Reports contained in the letter
do not extend to any of the Corporation's financial statements taken as a
whole; (iv) such Independent Accountant does not express an opinion as to
whether such procedures would enable such Independent Accountant to determine
that the methods followed in the preparation of the Reports would correctly
determine the Market Value or Discounted Value of the investment portfolio;
and (v) accordingly, such Independent Accountant expresses no opinion as to
the information set forth in the Reports or in the schedule(s) thereto and
makes no representation as to the sufficiency of the procedures performed for
the purposes of these Articles Supplementary; and such other statements as are
acceptable to the Rating Agencies.

         Such letter shall also state that the Independent Accountant is an
"independent accountant" with respect to the Corporation within the meaning of
the 1933 Act and the related published rules and regulations thereunder.

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

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

         (b) all other Eligible Assets shall be valued at the applicable
Discounted Value thereof; and

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

         "Administrator" means the other party to the Administration Agreement
with the Corporation which shall initially be Gabelli Funds, LLC.

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

         "Adviser" means Gabelli Funds, LLC, a New York limited liability
company, or such other Person that is then serving as the investment adviser
of the Corporation.

         "Affiliate" means, with respect to the Auction Agent, any person
known to the Auction Agent to be controlled by, in control of or under common
control with the Corporation; provided, however, that no Broker-Dealer
controlled by, in control of or under common control with the Corporation
shall be deemed to be an Affiliate nor shall any corporation or any Person
controlled by, in control of or under common control with such corporation,
one of the directors or executive officers of which is a director of the
Corporation be deemed to be an Affiliate solely because such director or
executive officer is also a director of the Corporation.

         "All Hold Rate" means 80% of the "AA" Financial Composite Commercial
Paper Rate.

         "Annual Valuation Date" means the Valuation Date each calendar year
so designated by the Corporation, commencing in the calendar year 2003.

         "Applicable Rate" means, with respect to the Series C Preferred
Stock, for each Dividend Period (i) if Sufficient Clearing Bids exist for the
Auction in respect thereof, the Winning Bid Rate, (ii) if Sufficient Clearing
Orders do not exist for the Auction in respect thereof, or an Auction does not
take place with respect to such Dividend Period because of the commencement of
a Default Period, the Maximum Rate and (iii) if all shares of Series C
Preferred Stock are the subject of Submitted Hold Orders for the Auction in
respect thereof, the All Hold Rate.

         "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 Corporation which are stock, including
all shares of Outstanding shares of Series C Preferred Stock (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.

         "Asset Coverage Certificate" means the certificate required to be
delivered by the Corporation pursuant to paragraph 9(a)(i)(B) of Article I of
these Articles Supplementary.

         "Auction" means each periodic operation of the Auction Procedures.

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

         "Auction Date" means the last day of the initial Dividend Period and
each seventh day after the immediately preceding Auction Date; provided,
however, that if any such seventh day is not a Business Day, such Auction Date
shall be the first preceding day that is a Business Day and the next Auction
Date, if for a Standard Dividend Period, shall (subject to the same
advancement procedure) be the seventh day after the date that the preceding
Auction Date would have been if not for the advancement procedure; provided
further, however, that the Auction Date for the Auction at the conclusion of
any Special Dividend Period shall be the last Business Day in such Special
Dividend Period and that no more than one Auction shall be held during any
Dividend Period; provided further, however, that the Auction Date following a
Default Period shall be the last Business Day in the Standard Dividend Period
that commenced during such Default Period. Notwithstanding the foregoing, in
the event an auction is not held because an unforeseen event or unforeseen
events cause a day that otherwise would have been an Auction Date not to be a
Business Day, then the length of the then current dividend period will be
extended by seven days (or a multiple thereof if necessary because of such
unforeseen event or events).

         "Auction Procedures" means the procedures for conducting Auctions as
set forth in Article II of these Articles Supplementary.

         "Basic Maintenance Amount" means, with respect to the shares of
Series C Preferred Stock, as of any Valuation Date, the dollar amount equal to
(a) the sum of (i) the product of the number of shares of each class or series
of Preferred Stock Out standing on such Valuation Date multiplied, in the case
of each such series or class, by the per share Liquidation Preference
applicable to each such series or class; (ii) to the extent not included in
(i) the aggregate amount of cash dividends (whether or not earned or declared)
that will have accumulated for each Outstanding share of Preferred Stock from
the most recent applicable dividend payment date to which dividends have been
paid or duly provided for (or, in the event the Basic Maintenance Amount is
calculated on a date prior to the initial Dividend Payment Date with respect
to a class or series of the Preferred Stock, then from the Date of Original
Issue of such shares) through the Valuation Date plus all dividends to
accumulate on the shares of Preferred Stock then Outstanding during the 70
days fol lowing such Valuation Date or, if less, during the number of days
following such Valuation Date that shares of Preferred Stock called for
redemption are scheduled to remain Outstanding at the applicable rate or
default rate then in effect with respect to such shares; (iii) the
Corporation's other liabilities due and payable as of such Valuation Date
(except that dividends and other distributions payable by the Corporation on
Common Stock shall not be included as a liability) and such liabilities
projected to become due and payable by the Corporation during the 90 days
following such Valuation Date (excluding liabilities for investments to be
purchased and for dividends and other distributions not declared as of such
Valuation Date); and (iv) any current liabilities of the Corporation as of
such Valuation Date to the extent not reflected in (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 Corporation
pursuant to reverse repurchase agreements and any payables for assets
purchased as of such Valuation Date) less (b) (i) the Adjusted Value of any of
the Corporation's assets or (ii) the face value of any of the Corporation's
assets if, in the case of both (b)(i) and (b)(ii), such assets are either cash
or evidences of indebtedness which mature prior to or on the date of
redemption or repurchase of shares of Preferred Stock or payment of another
liability and are either U.S. Government Obligations or evidences of
indebtedness which have a rating assigned by Moody's of at least Aaa, P-1,
VMIG-1 or MIG-1 or by S&P of at least AAA, SP-1+ or A-1+, and are irrevocably
held by the Corporation's custodian bank in a March 12, 2003 ated account or
deposited by the Corporation with the dividend-disbursing agent or Paying
Agent, as the case may be, for the payment of the amounts needed to redeem or
repurchase Preferred Stock subject to redemption or repurchase or any of
(a)(ii) through (a)(iv); and provided that in the event the Corporation has
repurchased Preferred Stock and irrevocably segregated or deposited assets as
described above with its custodian bank, the dividend-disbursing agent or
Paying Agent for the payment of the repurchase price the Corporation may
deduct 100% of the Liquidation Preference of such Preferred Stock to be
repurchased from (a) above. Basic Maintenance Amount shall, for the purposes
of these Articles Supplementary, have a correlative meaning with respect to
any other class or series of Preferred Stock.

         "Basic Maintenance Amount Cure Date" means, with respect to the
shares of Series C Preferred Stock, 10 Business Days following a Valuation
Date, such date being the last day upon which the Corporation's failure to
comply with paragraph 9(a)(ii)(A) of Article I of these Articles Supplementary
could be cured, and shall, for the purposes of these Articles Supplementary,
have a correlative meaning with respect to any other class or series of
Preferred Stock.

         "Basic Maintenance Test" means, with respect to the shares of Series C
Preferred Stock, a test which is met if the lower of the aggregate
Discounted Values of the Moody's Eligible Assets or the Fitch Eligible Assets
if both Moody's and Fitch are then rating the shares of Series C Preferred
Stock at the request of the Corporation, or the Eligible Assets of whichever
of Moody's or Fitch is then doing so if only one of Moody's or Fitch is then
rating the Series C Preferred Stock at the request of the Corporation, meets
or exceeds the Basic Maintenance Amount.

         "Basic Maintenance Report" or "Report" means, with respect to the
shares of Series C Preferred Stock, a report prepared by the Administrator
which sets forth, as of the related Valuation Date, Moody's Eligible Assets
and Fitch Eligible Assets sufficient to meet or exceed the Basic Maintenance
Amount, the Market Value and Discounted Value thereof (seriatim and in the
aggregate), and the Basic Maintenance Amount, and shall, for the purposes of
these Articles Supplementary, have a correlative meaning with respect to any
other class or series of Preferred Stock.

         "Beneficial Owner," with respect to the shares of Series C Preferred
Stock, means a customer of a Broker-Dealer who is listed on the records of
that Broker- Dealer (or, if applicable, the Auction Agent) as a holder of
Series C Preferred Stock.

         "Bid" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary.

         "Bidder" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary, provided however that neither the Corporation
nor any Affiliate shall be permitted to be Bidder in an Auction.

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

         "Broker-Dealer" means any broker-dealer or broker-dealers, or other
entity permitted by law to perform the functions required of a Broker-Dealer
by the Auction Procedures, that has been selected by the Corporation and has
entered into a Broker- Dealer Agreement that remains effective.

         "Broker-Dealer Agreement" means an agreement between the Auction
Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to
follow the Auction Procedures.

         "Business Day" means a day on which the New York Stock Exchange is
open for trading and which is not a Saturday, Sunday or other day on which
banks in The City of New York, New York are authorized or obligated by law to
close.

         "Charter" means the Articles of Amendment and Restatement of the
Corporation, as amended or supplemented (including these Articles
Supplementary), as filed with the State Department of Assessments and Taxation
of the State of Maryland.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the shares of the Corporation's common stock,
par value $.001 per share.

         "Corporation" means The Gabelli Convertible and Income Securities Fund
Inc., a Maryland corporation.

         "Cure Date" has the meaning set forth in paragraph 3(a)(ii) of
Article I of these Articles Supplementary.

         "Date of Original Issue" means [__] and, for the purposes of these
Articles Supplementary, shall have a correlative meaning with respect to any
other class or series of Preferred Stock.

         "Default" has the meaning set forth in paragraph 2(c)(ii) of Article
I of these Articles Supplementary.

         "Default Period" means a Dividend Default or a Redemption Default.

         "Default Rate" has the meaning set forth in paragraph 2(c)(iii) of
Article I of these Articles Supplementary.

         "Deposit Assets" means cash, Short-Term Money Market Instruments and
U.S. Government Obligations. Except for determining whether the Corporation
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.

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

         "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 par value, whichever
is lower.

         "Dividend Default" has the meaning set forth in paragraph 2(c)(ii) of
Article I of these Articles Supplementary.

         "Dividend Payment Date" means with respect to the Series C Auction
Rate Preferred, any date on which dividends declared by the Board of Directors
thereon are payable pursuant to the provisions of paragraph 2(b) of Article I
of these Articles Supplementary and shall for the purposes of these Articles
Supplementary have a correlative meaning with respect to any other class or
series of Preferred Stock.

         "Dividend Period" means, with respect to Series C Preferred Stock,
the initial period determined in the manner set forth under "Designation"
above, and thereafter, the period commencing on the Business Day following
each Auction Date and ending on the next Auction Date or, if such next Auction
Date is not immediately followed by a Business Day, on the latest day prior to
the next succeeding Business Day, and shall, for the purposes of these
Articles Supplementary, have a correlative meaning with respect to any other
class or series of Preferred Stock.

         "Eligible Assets" means Moody's Eligible Assets (if Moody's is then
rating the Series C Preferred Stock at the request of the Corporation), Fitch
Eligible Assets (if Fitch is then rating the Series C Preferred Stock at the
request of the Corporation), and/or Other Rating Agency Eligible Assets,
whichever is applicable.

         "Fitch" means Fitch Ratings.

         "Fitch Discount Factor" means, for the purposes of determining the
Discounted Value of any Fitch Eligible Asset, the percentage determined as
follows. The Fitch Discount Factor for any Fitch Eligible Asset other than the
securities set forth below will be the percentage provided in writing by
Fitch.

                  (a) Corporate debt securities. The percentage determined by
reference to the rating of a corporate debt security in accordance with the
table set forth below.

<TABLE>
<CAPTION>
                                                                                                                      NOT
                                                                                                                     RATED
                                                                                                                      OR
           TERM TO MATURITY OF CORPORATE                                                                             BELOW
             DEBT SECURITY UNRATED (1)                 AAA          AA          A           BBB          BB           BB
             -------------------------                ------       ------     ------       ------       ------       ------
<C>                                                   <C>          <C>        <C>          <C>          <C>          <C>
3 years or less (but longer than 1 year)...........   106.38%      108.11%    109.89%      111.73%      129.87%      151.52%
5 years or less (but longer than 3 years)...........  111.11       112.99     114.94       116.96       134.24       151.52
7 years or less (but longer than 5 years)...........  113.64       115.61     117.65       119.76       135.66       151.52
10 years or less (but longer than 7 years)..........  115.61       117.65     119.76       121.95       136.74       151.52
15 years or less (but longer than 10 years).........  119.76       121.95     124.22       126.58       139.05       151.52
More than 15 years..................................  124.22       126.58     129.03       131.58       144.55       151.52

</TABLE>

(1)      If a security is not rated by Fitch but is rated by two other Rating
         Agencies, then the lower of the ratings on the security from the two
         other Rating Agencies will be used to determine the Fitch Discount
         Factor (e.g., where the S&P rating is A- and the Moody's rating is
         Baa1, a Fitch rating of BBB+ will be used). If a security is not
         rated by Fitch but is rated by only one other Rating Agency, then the
         rating on the security from the other Rating Agency will be used to
         determine the Fitch Discount Factor (e.g., where the only rating on a
         security is an S&P rating of AAA, a Fitch rating of AAA will be used,
         and where the only rating on a security is a Moody's rating of Ba3, a
         Fitch rating of BB- will be used). If a security is not rated by any
         Rating Agency, the Corporation will use the percentage set forth
         under "Unrated" in this table.

         (b) Convertible debt securities. The Fitch Discount Factor applied to
convertible debt securities is (i) 200% for investment grade convertibles and
(ii) 222% for below investment grade convertibles so long as such convertible
debt securities have neither (1) conversion premium greater than 100% nor (2)
have a yield to maturity or yield to worst of >15.00% above the relevant
Treasury curve.

         The Fitch Discount Factor applied to convertible debt securities
which have conversion premiums of greater than 100% is (i) 152% for investment
grade convertibles and (ii) 179% for below investment grade convertibles so
long as such convertible debt securities do not have a yield to maturity or
yield to worst of > 15.00% above the relevant Treasury curve. The Fitch
Discount Factor applied to convertible debt securities which have a yield to
maturity or yield to worst of > 15.00% above the relevant Treasury curve is
370%.

         If a security is not rated by Fitch but is rated by two other Rating
Agencies, then the lower of the ratings on the security from the two other
Rating Agencies will be used to determine the Fitch Discount Factor (e.g.,
where the S&P rating is A- and the Moody's rating is Baa1, a Fitch rating of
BBB+ will be used). If a security is not rated by Fitch but is rated by only
one other Rating Agency, then the rating on the security from the other Rating
Agency will be used to determine the Fitch Discount Factor (e.g., where the
only rating on a security is an S&P rating of AAA, a Fitch rating of AAA will
be used, and where the only rating on a security is a Moody's rating of Ba3, a
Fitch rating of BB- will be used). If a security is not rated by any Rating
Agency, the Corporation will treat the security as if it were below investment
grade.

         (c) Preferred securities: The percentage determined by reference to
the rating of a preferred security in accordance with the table set forth
below.

<TABLE>
<CAPTION>
                                                                                                                          NOT
                                                                                                                         RATED
                                                                                                                          OR
                                                                                                                         BELOW
  NOT RATED OR BELOW PREFERRED SECURITY(1)               AAA           AA          A             BBB         BB           BB
  ----------------------------------------              -----        -------     -------        ------      -------     -------
<S>                                                    <C>            <C>        <C>            <C>         <C>         <C>
Taxable Preferred....................................  130.58%        133.19%    135.91%        138.73%     153.23%     161.08%
Dividend-Received Deduction (DRD) Preferred..........  163.40%        163.40%    163.40%        163.40%     201.21%     201.21%

</TABLE>

(1)      If a security is not rated by Fitch but is rated by two other Rating
         Agencies, then the lower of the ratings on the security from the two
         other Rating Agencies will be used to determine the Fitch Discount
         Factor (e.g., where the S&P rating is A- and the Moody's rating is
         Baa1, a Fitch rating of BBB+ will be used). If a security is not
         rated by Fitch but is rated by only one other Rating Agency, then the
         rating on the security from the other Rating Agency will be used to
         determine the Fitch Discount Factor (e.g., where the only rating on a
         security is an S&P rating of AAA, a Fitch rating of AAA will be used,
         and where the only rating on a security is a Moody's rating of Ba3, a
         Fitch rating of BB- will be used). If a security is not rated by any
         Rating Agency, the Corporation will use the percentage set forth
         under "Unrated" in this table.

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


                  DISCOUNT TIME REMAINING TO MATURITY FACTOR

1 year or less........................................................... 100%
2 years or less (but longer than 1 year)................................. 103%
3 years or less (but longer than 2 years)................................ 105%
4 years or less (but longer than 3 years)................................ 107%
5 years or less (but longer than 4 years)................................ 109%
7 years or less (but longer than 5 years)................................ 112%
10 years or less (but longer than 7 years)............................... 114%
15 years or less (but longer than 10 years).............................. 122%
20 years or less (but longer than 15 years).............................. 130%
25 years or less (but longer than 20 years).............................. 146%
Greater than 30 years.................................................... 154%

         (e) Short-Term Investments and Cash: The Fitch Discount Factor
applied to short-term portfolio securities, including without limitation Debt
Securities, Short-Term Money Market Instruments and municipal debt
obligations, will be (i) 100%, so long as such portfolio securities mature or
have a demand feature at par exercisable within the Fitch Exposure Period;
(ii) 115%, so long as such portfolio securities mature or have a demand
feature at par not exercisable within the Fitch Exposure Period; and (iii)
125%, so long as such portfolio securities neither mature nor have a demand
feature at par exercisable within the Fitch Exposure Period. A Fitch Discount
Factor of 100% will be applied to cash.

         (f) Rule 144A Securities: The Fitch Discount Factor applied to Rule
144A Securities will be 110% of the Fitch Discount Factor which would apply
were the securities registered under the 1933 Act.

         (g) Foreign Bonds: The Fitch Discount Factor (i) for a Foreign Bond
the principal of which (if not denominated in U.S. dollars) is subject to a
currency hedging transaction will be the Fitch Discount Factor that would
otherwise apply to such Foreign Bonds in accordance with this definition and
(ii) for (1) a Foreign Bond the principal of which (if not denominated in U.S.
dollars) is not subject to a currency hedging transaction and (2) a bond
issued in a currency other than U.S. dollars by a corporation, limited
liability company or limited partnership domiciled in, or the government or
any agency, instrumentality or political subdivision of, a nation other than
an Approved Foreign Nation, will be 370%.

       "Fitch Eligible Assets" means:

               (a) cash (including interest and dividends due on assets rated
(i) BBB or higher by Fitch or the equivalent by another Rating Agency if the
payment date is within five Business Days of the Valuation Date, (ii) A or
higher by Fitch or the equivalent by another Rating Agency if the payment date
is within thirty days of the Valuation Date, and (iii) A+ or higher by Fitch
or the equivalent by another Rating Agency if the payment date is within the
Fitch Exposure Period) and receivables for Fitch Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and if the
trades which generated such receivables are settled within five Business Days;

               (b) Short-Term Money Market Instruments so long as (i) such
securities are rated at least F1+ by Fitch or the equivalent by another Rating
Agency, (ii) in the case of demand deposits, time deposits and overnight
funds, the supporting entity is rated at least A by Fitch or the equivalent by
another Rating Agency, or (iii) in all other cases, the supporting entity (1)
is rated at least A by Fitch or the equivalent by another Rating Agency and
the security matures within one month, (2) is rated at least A by Fitch or the
equivalent by another Rating Agency and the security matures within three
months or (3) is rated at least AA by Fitch or the equivalent by another
Rating Agency and the security matures within six months;

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

               (d) debt securities if such securities have been registered
under the 1933 Act or are restricted as to resale under federal securities
laws but are eligible for resale pursuant to Rule 144A under the 1933 Act as
determined by the Corporation's investment manager or portfolio manager acting
pursuant to procedures approved by the Board of Directors of the Corporation;
and such securities are issued by (i) a U.S. corporation, limited liability
company or limited partnership, (ii) a corporation, limited liability company
or limited partnership domiciled in Argentina, Australia, Brazil, Chile,
France, Germany, Italy, Japan, Korea, Mexico, Spain or the United Kingdom (the
"Approved Foreign Nations"), (iii) the government of any Approved Foreign
Nation or any of its agencies, instrumentalities or political subdivisions
(the debt securities of Approved Foreign Nation issuers being referred to
collectively as "Foreign Bonds"), (iv) a corporation, limited liability
company or limited partnership domiciled in Canada or (v) the Canadian
government or any of its agencies, instrumentalities or political subdivisions
(the debt securities of Canadian issuers being referred to collectively as
"Canadian Bonds"). Foreign Bonds held by the Corporation will qualify as Fitch
Eligible Assets only up to a maximum of 20% of the aggregate Market Value of
all assets constituting Fitch Eligible Assets. Similarly, Canadian Bonds held
by the Corporation will qualify as Fitch Eligible Assets only up to a maximum
of 20% of the aggregate Market Value of all assets constituting Fitch Eligible
Assets. Notwithstanding the limitations in the two preceding sentences,
Foreign Bonds and Canadian Bonds held by the Corporation will qualify as Fitch
Eligible Assets only up to a maximum of 30% of the aggregate Market Value of
all assets constituting Fitch Eligible Assets. In addition, bonds which are
issued in connection with a reorganization under U.S. federal bankruptcy law
("Reorganization Bonds") will be considered debt securities constituting Fitch
Eligible Assets if (1) they provide for periodic payment of interest in cash
in U.S. dollars or Euros; (2) they do not provide for conversion or exchange
into equity capital at any time over their lives; (3) they have been
registered under the 1933 Act or are restricted as to resale under federal
securities laws but are eligible for trading under Rule 144A promulgated
pursuant to the 1933 Act as determined by the Corporation's investment manager
or portfolio manager acting pursuant to procedures approved by the Board of
Directors of the Corporation; (4) they were issued by a U.S. corporation,
limited liability company or limited partnership; and (5) at the time of
purchase at least one year had elapsed since the issuer's reorganization.
Reorganization Bonds may also be considered debt securities constituting Fitch
Eligible Assets if they have been approved by Fitch, which approval shall not
be unreasonably withheld. All debt securities satisfying the foregoing
requirements and restrictions of this paragraph (d) are herein referred to as
"Debt Securities."

               (e) Preferred stocks if (i) dividends on such preferred stock
are cumulative, (ii) such securities provide for the periodic payment of
dividends thereon in cash in U.S. dollars or euros and do not provide for
conversion or exchange into, or have warrants attached entitling the holder to
receive equity capital at any time over the respective lives of such
securities, (iii) the issuer of such a preferred stock has common stock listed
on either the New York Stock Exchange or the American Stock Exchange, (iv) the
issuer of such a preferred stock has a senior debt rating or preferred stock
rating from Fitch of BBB- or higher or the equivalent rating by another Rating
Agency. In addition, the preferred stocks issue must be at least $50 million;

               (f) Asset-backed and mortgage-backed securities;

               (g) Rule 144A Securities;

               (h) Bank Loans;

               (i) Municipal debt obligation that (i) pays interest in cash
(ii) is part of an issue of municipal debt obligations of at least $5 million,
except for municipal debt obligations rated below A by Fitch or the equivalent
rating by another Rating Agency, in which case the minimum issue size is $10
million;

               (j) Tradable credit baskets (e.g., Traded Custody Receipts or
TRACERS and Targeted Return Index Securities Trust or TRAINS);

               (k) Convertible debt and convertible preferred stocks;

               (l) Financial contracts, as such term is defined in Section
3(c)(2)(B)(ii) of the Investment Company Act, not otherwise provided for in
this definition may be included in Fitch Eligible Assets, but, with respect to
any financial contract, only upon receipt by the Corporation of a writing from
Fitch specifying any conditions on including such financial contract in Fitch
Eligible Assets and assuring the Corporation that including such financial
contract in the manner so specified would not affect the credit rating
assigned by Fitch to the Series C Auction Rate Preferred;

               (m) Interest rate swaps entered into according to International
Swap Dealers Association ("ISDA") standards if (i) the counterparty to the
swap transaction has a short-term rating of not less than F1 by Fitch or the
equivalent by another, Nationally Recognized Statistical Ratings Organization
("NRSRO"), or, if the swap counterparty does not have a short-term rating, the
counterparty's senior unsecured long-term debt rating is AA or higher by Fitch
or the equivalent by another NRSRO and (ii) the original aggregate notional
amount of the interest rate swap transaction or transactions is not greater
than the liquidation preference of the shares of Series C Auction Rate
Preferred originally issued.

         Where the Corporation sells an asset and agrees to repurchase such
asset in the future, the Discounted Value of such asset will constitute a
Fitch Eligible Asset and the amount the Corporation is required to pay upon
repurchase of such asset will count as a liability for the purposes of the
Preferred Shares Basic Maintenance Amount. Where the Corporation purchases an
asset and agrees to sell it to a third party in the future, cash receivable by
the Corporation thereby will constitute a Fitch Eligible Asset if the
long-term debt of such other party is rated at least A- by Fitch or the
equivalent by another Rating Agency and such agreement has a term of 30 days
or less; otherwise the Discounted Value of such purchased asset will
constitute a Fitch Eligible Asset.

         Notwithstanding the foregoing, an asset will not be considered a
Fitch Eligible Asset to the extent that it has been irrevocably deposited for
the payment of (a)(i) through (a)(iv) under the definition of Basic
Maintenance Amount or to the extent it is subject to any liens, except for (1)
liens which are being contested in good faith by appropriate proceedings and
which Fitch has indicated to the Corporation will not affect the status of
such asset as a Fitch Eligible Asset, (2) liens for taxes that are not then
due and payable or that can be paid thereafter without penalty, (3) liens to
secure payment for services rendered or cash advanced to the Corporation by
its investment manager or portfolio manager, the Corporation's custodian,
transfer agent or registrar or the Auction Agent and (4) liens arising by
virtue of any repurchase agreement.

         Portfolio holdings as described above must be within the following
diversification and issue size requirements in order to be included in Fitch's
Eligible Assets:

                          MAXIMUM           MAXIMUM                 MAXIMUM
        MINIMUM            SINGLE           SINGLE             ISSUE SIZE ($ IN
        SECURITY         ISSUER (1)      INDUSTRY (1)(2)          MILLION) (3)
----------------------   ----------      ---------------       ----------------
AAA...................      100%             100%                    $100
AA-...................       20               75                      100
A-....................       10               50                      100
BBB-..................        6               25                      100
BB-...................        4               16                       50
B-....................        3               12                       50
CCC...................        2                8                       50


(1)  Percentages represent a portion of the aggregate market value of corporate
     debt securities.
(2)  Industries are determined according to Fitch's Industry Classifications,
     as defined herein.
(3)  Preferred stock has a minimum issue size of $50 million.


         "Fitch Exposure Period" means the period commencing on (and
including) a given Valuation Date and ending 49 days thereafter.

         "Fitch Hedging Transactions" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by
Fitch or Treasury Bonds, and purchases, writings or sales of exchange-traded
put options on such futures contracts, any index approved by Fitch or Treasury
Bonds and purchases, writings or sales of exchange-traded call options on such
financial futures contracts, any index approved by Fitch or Treasury bonds
("Fitch Hedging Transactions"), subject to the following limitations:

               (a) The Corporation may not engage in any Fitch Hedging
Transaction based on any index approved by Fitch (other than transactions that
terminate a futures contract or option held by the Corporation by the
Corporation's taking the opposite position thereto ("closing transactions"))
that would cause the Corporation at the time of such transaction to own or
have sold outstanding financial futures contracts based on such index
exceeding in number 10% of the average number of daily traded financial
futures contracts based on such index in the 30 days preceding the time of
effecting such transaction as reported by The Wall Street Journal.

               (b) The Corporation will not engage in any Fitch Hedging
Transaction based on Treasury Bonds (other than closing transactions) that
would cause the Corporation at the time of such transaction to own or have
sold:

                           (i) Outstanding financial futures contracts based
                  on Treasury Bonds with such contracts having an aggregate
                  market value exceeding 20% of the aggregate market value of
                  Fitch Eligible Assets owned by the Corporation and rated AA
                  by Fitch (or, if not rated by Fitch Ratings, rated Aa by
                  Moody's; or, if not rated by Moody's, rated AAA by S&P) or

                           (ii) Outstanding financial futures contracts based
                  on Treasury Bonds with such contracts having an aggregate
                  market value exceeding 40% of the aggregate market value of
                  all Fitch Eligible Assets owned by the Corporation (other
                  than Fitch Eligible Assets already subject to a Fitch
                  Hedging Transaction) and rated A or BBB by Fitch (or, if not
                  rated by Fitch Ratings, rated Baa by Moody's; or, if not
                  rated by Moody's, rated A or AA by S&P) (for purposes of the
                  foregoing clauses (a) and (b), the Corporation shall be
                  deemed to own futures contracts that underlie any
                  outstanding options written by the Corporation);

               (c) The Corporation may engage in closing transactions to close
out any outstanding financial futures contract based on any index approved by
Fitch if the amount of open interest in such index as reported by The Wall
Street Journal is less than an amount to be mutually determined by Fitch and
the Corporation.

               (d) The Corporation may not enter into an option or futures
transaction unless, after giving effect thereto, the Corporation would
continue to have Fitch Eligible Assets with an aggregate Discounted Value
equal to or greater than the Preferred Shares Basic Maintenance Amount.

         "Fitch Industry Classifications" means, for the purposes of
determining Fitch Eligible Assets, each of the following industry
classifications:

           1.     Aerospace & Defense
           2.     Automobiles
           3.     Banking, Finance & Real Estate
           4.     Broadcasting & Media
           5.     Building & Materials
           6.     Cable
           7.     Chemicals
           8.     Computers & Electronics
           9.     Consumer Products
          10.     Energy
          11.     Environmental Services
          12.     Farming & Agriculture
          13.     Food, Beverage & Tobacco
          14.     Gaming, Lodging & Restaurants
          15.     Healthcare & Pharmaceuticals
          16.     Industrial/Manufacturing
          17.     Insurance
          18.     Leisure & Entertainment
          19.     Metals & Mining
          20.     Miscellaneous
          21.     Paper & Forest Products
          22.     Retail
          23.     Sovereign
          24.     Supermarkets & Drugstores
          25.     Telecommunications
          26.     Textiles & Furniture
          27.     Transportation
          28.     Utilities

         "Holder" means, with respect to shares of the Preferred Stock,
including shares of the Series C Preferred Stock, the registered holder of
such shares as the same appears on the stock ledger or stock records of the
Corporation or records of the Auction Agent, as the case may be.

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

         "Industry Classification" means a six-digit industry classification
in the Standard Industry Classification system published by the United States.

         "Liquidation Preference" shall, with respect to each share of Series C
Preferred Stock, have the meaning set forth in paragraph 7(a) of Article I
of these Articles Supplementary and shall, for the purposes of these Articles
Supplementary, have a correlative meaning with respect to any other class or
series of Preferred Stock.

         "Mandatory Redemption Date" has the meaning set forth in paragraph
3(a)(iii) of Article I of these Articles Supplementary.

         "Mandatory Redemption Price" means the Redemption Price plus (in the
case of a Dividend Period of one year or more only) a redemption premium, if
any, determined by the Board of Directors after consultation with the
Broker-Dealers and set forth in the notice describing any applicable Specific
Redemption Provisions.

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

         Notwithstanding the foregoing, "Market Value" may, at the option of
the Corporation with respect to any of its assets, mean the amount determined
with respect to specific Eligible Assets of the Corporation 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 lower of
two bid prices for such stock provided to the Administrator by two recognized
securities dealers with a minimum capitalization of $25,000,000 (or otherwise
approved for such purpose by Moody's and Fitch) or by one such securities
dealer and any other source (provided that the utilization of such source
would not adversely affect Moody's and Fitch's then-current rating of the
Series C Preferred Stock), at least one of which shall be provided in writing
or by telecopy, telex, other electronic transcription, computer obtained quota
tion reducible to written form or similar means, and in turn provided to the
Corporation 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, compa rable interest rates and
maturities provided by two recognized securities dealers having minimum
capitalization of $25,000,000 (or otherwise approved for such purpose by
Moody's and Fitch) or by one such dealer and any other source (provided that
the utilization of such source would not adversely affect Moody's and Fitch's
then-current rating of the Series C Preferred Stock) to the Administrator, at
least one of which shall be provided in writing or by telecopy, telex, other
electronic transcrip tion, computer obtained quotation reducible to written
form or similar means, and in turn provided to the Corporation 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 Directors determines that such value does
not constitute fair value;

               (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 a minimum capitalization of $25,000,000 (or otherwise approved
for such purpose by Moody's and Fitch) or by one such dealer and any other
source (provided that the utilization of such source would not adversely
affect Moody's and Fitch's then-current rating of the Series C Preferred
Stock) 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 Corporation by any such means by such Administrator, plus (ii)
accrued interest on such indebtedness.

               "Maximum Rate" means, on any date on which the Applicable Rate
is determined, the applicable percentage of (i) in the case of a dividend
period of 184 days or less, the "AA" Financial Composite Commercial Paper Rate
on the date of such Auction determined as set forth below based on the lower
of the credit ratings assigned to the Series C Preferred by Moody's and Fitch
subject to upward but not downward adjustment in the discretion of the Board
of Directors after consultation with the Broker-Dealers; provided that
immediately following any such increase the Corporation would be in compliance
with the Basic Maintenance Amount or (ii) in the case of a dividend period of
longer than 184 days, the Treasury Index Rate.

Moody's Credit Rating       Fitch Credit Rating        Applicable Percentage
---------------------       ---------------------      ---------------------
Aa3 or higher               AA- or higher                    150%
A3 to A1                    A- to A+                         175%
Baa3 to Baa1                BBB- to BBB+                     250%
Below Baa3                  Below BBB-                       275%

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

         "Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Moody's Eligible Asset, the percentage determined as
follows. According to Moody's guidelines, in addition to standard monthly
reporting, the Corporation must notify Moody's if the portfolio coverage ratio
of the discounted value of Moody's Eligible Assets to liabilities is less than
130%. Computation of rating agency asset coverage ratio requires use of the
Diversification Table prior to applying discount factors noted below and after
identifying Moody's eligible assets for purposes of completing basic
maintenance tests. The Moody's Discount Factor for any Moody's Eligible Asset
other than the securities set forth below will be the percentage provided in
writing by Moody's.

             (a) Convertible securities (including convertible preferreds):

                             DISCOUNT FACTORS (1)

   RATINGS(2)          UTILITY    INDUSTRIAL    FINANCIAL      TRANSPORTATION
------------------    --------    ----------    ---------      --------------
Aaa...............      162%          256%        233%              250%
Aa................      167%          261%        238%              265%
A.................      172%          266%        243%              275%
Baa...............      188%          282%        259%              285%
Ba................      195%          290%        265%              290%
B.................      199%          293%        270%              295%
NR(3).............      300%          300%        300%              300%

(1)      Discount factors are for 7-week exposure period.
(2)      If a convertible security is unrated by Moody's but is rated by S&P,
         a rating two numeric ratings below the S&P rating will be used (e.g.,
         where the S&P rating is AAA, a Moody's rating of Aa2 will be used;
         where the S&P rating is AA+, a Moody's rating of Aa3 will be used).
(3)      Unrated fixed-income and convertible securities, which are rated by
         neither Moody's nor S&P, are limited to 10% of discounted Moody's
         Eligible Assets. If a corporate debt security is unrated by both
         Moody's and S&P, the Corporation will use the percentage set forth
         under "Unrated" in this table.


            Upon conversion to common stock, the discount Factors
applicable to common stock will apply:


        COMMON STOCKS              UTILITY     INDUSTRIAL      FINANCIAL
-----------------------------    ----------   ------------    ------------
7-week exposure period.......       170%          264%            241%


               (b) Corporate Debt Securities (non-convertible): The percentage
determined by reference to the rating on such asset with reference to the
remaining term to maturity of such asset, in accordance with the table set
forth below.

<TABLE>
<CAPTION>

                                                     MOODY'S RATING CATEGORY(1)
              TERMS TO MATURITY OF
            CORPORATE DEBT SECURITY                    Aaa        Aa         A       Baa       Ba        B       UNRATED(2)
------------------------------------------------       ----      ----      ----     ----      ----      ----     ---------
<C>                                                    <C>       <C>       <C>      <C>       <C>       <C>         <C>
1 year or less..................................       109%      112%      115%     118%      119%      125%        225%
2 years or less (but longer than 1 year)........       115        118       122      125      127       133         225
3 years or less (but longer than 2 years).......       120        123       127      131      133       140         225
4 years or less (but longer than 3 years).......       126        129       133      138      140       147         225
5 years or less (but longer than 4 years).......       132        135       139      144      146       154         225
7 years or less (but longer than 5 years).......       139        143       147      152      156       164         225
10 years or less (but longer than 7 years)......       145        150       155      160      164       173         225
15 years or less (but longer than 10 years).....       150        155       160      165      170       180         225
20 years or less (but longer than 15 years).....       150        155       160      165      170       190         225
30 years or less (but longer than 20 years).....       150        155       160      165      170       191         225
Greater than 30 years...........................       165        173       181      189      205       221         225

</TABLE>

(1)      If a corporate debt security is unrated by Moody's but is rated by
         S&P, a rating two numeric ratings below the S&P rating will be used
         (e.g., where the S&P rating is AAA, a Moody's rating of Aa2 will be
         used; where the S&P rating is AA+, a Moody's rating of Aa3 will be
         used).
(2)      Unrated corporate debt securities, which are corporate debt
         securities rated by neither Moody's nor S&P, are limited to 10% of
         discounted Moody's Eligible Assets. If a corporate debt security is
         unrated by both Moody's and S&P, the Corporation will use the
         percentage set forth under "Unrated" in this table.

         The Moody's Discount Factors presented in the immediately preceding
table will also apply to corporate debt securities that do not pay interest in
U.S. dollars or euros, provided that the Moody's Discount Factor determined
from the table shall be multiplied by a factor of 120% for purposes of
calculating the Discounted Value of such securities.

               (c) Preferred Stock: The Moody's Discount Factor for preferred
stock shall be (i) for preferred stocks issued by a utility, 146%; (ii) for
preferred stocks of industrial and financial issuers, 209%; (iii) for
preferred stocks issued by real estate related issuers, 154%; and (iv) for
auction rate preferred stocks, 350%.

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

<TABLE>
<CAPTION>

                                                      U.S. GOVERNMENT                U.S.
                                                       SECURITIES              TREASURY STRIPS
           REMAINING TERM TO MATURITY                 DISCOUNT FACTOR          DISCOUNT FACTOR
           --------------------------                 ---------------          ---------------
<C>                                                        <C>                      <C>
1 year or less..................................           107%                     107%
2 years or less (but longer than 1 year)........            113                      115
3 years or less (but longer than 2 years).......            118                      121
4 years or less (but longer than 3 years).......            123                      128
5 years or less (but longer than 4 years).......            128                      135
7 years or less (but longer than 5 years).......            135                      147
10 years or less (but longer than 7 years)......            141                      163
15 years or less (but longer than 10 years).....            146                      191
20 years or less (but longer than 15 years).....            154                      218
30 years or less (but longer than 20 years).....            154                      244

</TABLE>

               (e) Short-Term Instruments and Cash: The Moody's Discount
Factor applied to short-term portfolio securities, including without
limitation short-term corporate debt securities, Short-Term Money Market
Instruments and short-term municipal debt obligations, will be (i) 100%, so
long as such portfolio securities mature or have a demand feature at par
exercisable within the Moody's Exposure Period; (ii) 115%, so long as such
portfolio securities mature or have a demand feature at par not exercisable
within the Moody's Exposure Period; and (iii) 125%, if such securities are not
rated by Moody's, so long as such portfolio securities are rated at least
A-1+/AA or SP-1+/AA by S&P and mature or have a demand feature at par
exercisable within the Moody's Exposure Period. A Moody's Discount Factor of
100% will be applied to cash. Moody's rated Rule 2a-7 money market funds will
also have a discount factor of 100%.

               (f) Rule 144A Securities: The Moody's Discount Factor applied
to Rule 144A Securities for Rule 144A Securities will be 130% of the Moody's
Discount Factor which would apply were the securities registered under the
1933 Act.

         "Moody's Eligible Assets" means:

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

               (b) Short-Term Money Market Instruments, so long as (i) such
securities are rated at least P-1, (ii) in the case of demand deposits, time
deposits and overnight funds, the supporting entity is rated at least A2, or
(iii) in all other cases, the supporting entity (1) is rated A2 and the
security matures within one month, (2) is rated A1 and the security matures
within three months or (3) is rated at least Aa3 and the security matures
within six months. In addition, Moody's rated Rule 2a-7 money market funds are
also eligible investments.

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

               (d) Rule 144A Securities;

               (e) Corporate debt securities if (i) such securities are rated
B3 or higher by Moody's; (ii) such securities provide for the periodic payment
of interest in cash in U.S. dollars or euros, except that such securities that
do not pay interest in U.S. dollars or euros shall be considered Moody's
Eligible Assets if they are rated by Moody's or S&P; (iii) for debt securities
rated Ba1 and below, no more than 10% of the original amount of such issue may
constitute Moody's Eligible Assets; (iv) such securities have been registered
under the 1933 Act or are restricted as to resale under federal securities
laws but are eligible for resale pursuant to Rule 144A under the 1933 Act as
determined by the Corporation's investment manager or portfolio manager acting
pursuant to procedures approved by the Board of Directors, except that such
securities that are not subject to U.S. federal securities laws shall be
considered Moody's Eligible Assets if they are publicly traded; and (v) such
securities are not subject to extended settlement.

                  Notwithstanding the foregoing limitations, (1) corporate
debt securities not rated at least B3 by Moody's shall be considered to be
Moody's Eligible Assets only to the extent the Market Value of such corporate
debt securities does not exceed 10% of the aggregate Market Value of all
Moody's Eligible Assets; provided, however, that if the Market Value of such
corporate debt securities exceeds 10% of the aggregate Market Value of all
Moody's Eligible Assets, a portion of such corporate debt securities (selected
by the Corporation) shall not be considered Moody's Eligible Assets, so that
the Market Value of such corporate debt securities (excluding such portion)
does not exceed 10% of the aggregate Market Value of all Moody's Eligible
Assets; and (2) corporate debt securities rated by neither Moody's nor S&P
shall be considered to be Moody's Eligible Assets only to the extent such
securities are issued by entities which (A) have not filed for bankruptcy
within the past three years, (B) are current on all principal and interest in
their fixed income obligations, (C) are current on all preferred stock
dividends, and (D) possess a current, unqualified auditor's report without
qualified, explanatory language.

               (f) Convertible bonds, provided that (i) the issuer of common
stock must have a Moody's senior unsecured debt of B3 or better, or an S&P
rating of BB or better, (ii) the common stocks must be traded on the NYSE,
AMEX, or NASDAQ, (iii) dividends must be paid in U.S. dollars, (iv) the
portfolio of convertible bonds must be diversified as set forth in Figure 1
below, (v) the company shall not hold shares exceeding the average weekly
trading volume during the preceding month, (vi) synthetic convertibles are
excluded from asset eligibility.

                 CONVERTIBLE BONDS DIVERSIFICATION GUIDELINES
--------------------------------------------------------------------------------
                      MAXIMUM SINGLE       MAXIMUM SINGLE        MAXIMUM SINGLE
        TYPE          ISSUER (%) (1)        INDUSTRY (%)          STATE (%) (1)
------------------  -----------------     ----------------     -----------------
Utility...........           4                   50                   7(2)
Other.............           6                   20                    n/a


(1)      Percentage represent a portion of the aggregate market value and
         number of outstanding shares of the convertible stock portfolio.
(2)      Utility companies operating in more than one state should be
         diversified according to the state in which they generate the largest
         part of their revenues. Publicly available information on utility
         company revenues by state is available from the Uniform Statistical
         Report (USR) or the Federal Energy Regulation commission (FERC).

               (g) Preferred stocks if (i) dividends on such preferred stock
are cumulative, (ii) such securities provide for the periodic payment of
dividends thereon in cash in U.S. dollars or euros and do not provide for
conversion or exchange into, or have warrants attached entitling the holder to
receive, equity capital at any time over the respective lives of such
securities, (iii) the issuer of such a preferred stock has common stock listed
on either the New York Stock Exchange or the American Stock Exchange, (iv) the
issuer of such a preferred stock has a senior debt rating from Moody's of Baa1
or higher or a preferred stock rating from Moody's of Baa3 or higher and (v)
such preferred stock has paid consistent cash dividends in U.S. dollars or
euros over the last three years or has a minimum rating of A1 (if the issuer
of such preferred stock has other preferred issues outstanding that have been
paying dividends consistently for the last three years, then a preferred stock
without such a dividend history would also be eligible). In addition, the
preferred stocks must have the following diversification requirements: (1) the
preferred stock issue must be greater than $50 million and (2) the minimum
holding by the Corporation of each issue of preferred stock is $500,000 and
the maximum holding of preferred stock of each issue is $5 million. In
addition, preferred stocks issued by transportation companies will not be
considered Moody's Eligible Assets.

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

               (i) Interest rate swaps entered into according to International
Swap Dealers Association ("ISDA") standards if (i) the counterparty to the
swap transaction has a short-term rating of not less than P-1 or, if the
counterparty does not have a short-term rating, the counterparty's senior
unsecured long-term debt rating is Aa3 or higher and (ii) the original
aggregate notional amount of the interest rate swap transaction or
transactions is not to be greater than the liquidation preference of the
shares of Preferred Shares originally issued. The interest rate swap
transaction will be marked-to-market daily.

               In addition, portfolio holdings as described below must be
within the following diversification and issue size requirements in order to
be included in Moody's Eligible Assets:

<TABLE>
<CAPTION>
                                                 MAXIMUM            MAXIMUM
                               MAXIMUM            SINGLE             SINGLE            MAXIMUM
                               SINGLE         INDUSTRY(3)(4)    INDUSTRY (3)(4)       ISSUE SIZE
             RATINGS(1)      ISSUER(2)(3)       NON-UTILITY          UTILITY       ($ IN MILLION) (5)
--------------------------- -------------    ---------------   ----------------    ------------------
<S>                             <C>                <C>                <C>                <C>
Aaa........................     100%               100%               100%               $100
Aa.........................      20                 60                 30                 100
A..........................      10                 40                 25                 100
Baa........................       6                 20                 20                 100
Ba.........................       4                 12                 12                  50 (6)
B1-B2......................       3                  8                  8                  50 (6)
B3 or below................       2                  5                  5                  50 (6)

</TABLE>

(1)  Refers to the preferred stock and senior debt rating of the portfolio
     holding.
(2)  Companies subject to common ownership of 25% or more are considered as
     one issuer.
(3)  Percentages represent a portion of the aggregate Market Value of
     corporate debt securities.
(4)  Industries are determined according to Moody's Industry Classifications,
     as defined herein.
(5)  Except for preferred stock, which has a minimum issue size of $50 million.
(6)  Portfolio holdings from issues ranging from $50 million to $100 million
     are limited to 20% of the Corporation's total assets.


         "Moody's Hedging Transactions" means purchases or sales of exchange-
traded financial futures contracts based on any index approved by Moody's or
Treasury Bonds, and purchases, writings or sales of exchange-traded put
options on such financial futures contracts, any index approved by Moody's or
Treasury Bonds, and purchases, writings or sales of exchange-traded call
options on such financial futures contracts, any index approved by Moody's or
Treasury Bonds, subject to the following limitations:

                  (a) the Corporation will not engage in any Moody's Hedging
Transaction based on any index approved by Moody's (other than Closing
Transactions) that would cause the Corporation at the time of such transaction
to own or have sold:

                            (i) Outstanding financial futures contracts based
                  on such index exceeding in number 10% of the average number
                  of daily traded financial futures contracts based on such
                  index in the 30 days preceding the time of effecting such
                  transaction as reported by The Wall Street Journal; or

                           (ii) Outstanding financial futures contracts based
                  on any index approved by Moody's having a Market Value
                  exceeding 50% of the Market Value of all portfolio
                  securities of the Corporation constituting Moody's Eligible
                  Assets owned by the Corporation;

                  (b) The Corporation will not engage in any Moody's Hedging
Transaction based on Treasury Bonds (other than Closing Transactions) that
would cause the Corporation at the time of such transaction to own or have
sold:

                           (i) Outstanding financial futures contracts based
                  on Treasury Bonds with such contracts having an aggregate
                  Market Value exceeding 20% of the aggregate Market Value of
                  Moody's Eligible Assets owned by the Corporation and rated
                  Aa by Moody's (or, if not rated by Moody's but rated by S&P,
                  rated AAA by S & P); or

                           (ii) Outstanding financial futures contracts based
                  on Treasury Bonds with such contracts having an aggregate
                  Market Value exceeding 50% of the aggregate Market Value of
                  all portfolio securities of the Corporation constituting
                  Moody's Eligible Assets owned by the Corporation (other than
                  Moody's Eligible Assets already subject to a Moody's Hedging
                  Transaction) and rated Baa or A by Moody's (or, if not rated
                  by Moody's but rated by S&P, rated A or AA by S&P);

                  (c) The Corporation will engage in Closing Transactions to
close out any outstanding financial futures contract based on any index
approved by Moody's if the amount of open interest in such index as reported
by The Wall Street Journal is less than an amount to be mutually determined by
Moody's and the Corporation;

                  (d) The Corporation will engage in a Closing Transaction to
close out any outstanding financial futures contract by no later than the
fifth Business Day of the month in which such contract expires and will engage
in a Closing Transaction to close out any outstanding option on a financial
futures contract by no later than the first Business Day of the month in which
such option expires;

                  (e) The Corporation will engage in Moody's Hedging
Transactions only with respect to financial futures contracts or options
thereon having the next settlement date or the settlement date immediately
thereafter;

                  (f) The Corporation (i) will not engage in options and
futures transactions for leveraging or speculative purposes, except that an
option or futures transaction shall not for these purposes be considered a
leveraged position or speculative and (ii) will not write any call options or
sell any financial futures contracts for the purpose of hedging the
anticipated purchase of an asset prior to completion of such purchase; and

                  (g) The Corporation will not enter into an option or futures
transaction unless, after giving effect thereto, the Corporation would
continue to have Moody's Eligible Assets with an aggregate Discounted Value
equal to or greater than the Preferred Shares Basic Maintenance Amount.

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

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

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

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

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

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

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

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

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

                  9.       Diversified/Conglomerate Manufacturing.

                  10.      Diversified/Conglomerate Service.

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

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

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

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

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

                  16.      Grocery: Grocery Stores, Convenience Food Stores.

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

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

                  19.      Hotels, Motels, Inns and Gaming.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "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.

         "Non-Call Period" means a period determined by the Board of Directors
after consultation with the Broker-Dealers, during which the Series C
Preferred Stock subject to such Special Dividend Period is not subject to
redemption at the option of the Corporation but only to mandatory redemption.

         "Notice of Redemption" means any notice with respect to the
redemption of Series C Preferred Stock pursuant to paragraph 3 of Article I of
these Articles Supplementary.

         "Other Rating Agency" means any rating agency other than Moody's or
Fitch then providing a rating for the Series C Preferred Stock at the request
of the Corporation.

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

         "Outstanding" means, as of any date, shares of Preferred Stock
theretofore issued by the Corporation except:

                  (a) any such share of Preferred Stock theretofore cancelled
                  by the Corporation or delivered to the Corporation for
                  cancellation;

                  (b) any such share of Preferred Stock other than shares of
                  auction rate Preferred Stock 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 Corporation in trust for or were paid
                  by the Corporation to the holder of such share pursuant to
                  the Articles Supplementary with respect thereto;

                  (c) in the case of shares auction rate Preferred Stock,
                  including shares of the Series C Preferred Stock, any such
                  shares theretofore delivered to the applicable auction agent
                  for cancellation or with respect to which the Corporation
                  has given notice of redemption and irrevocably deposited
                  with the applicable paying agent sufficient funds to redeem
                  such shares; and

                  (d) any such 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 Stock as to which any subsidiary of the Corporation is
the holder or Existing Holder, as applicable, will be disregarded and deemed
not Outstanding and (ii) in connection with any auction, any auction rate
Preferred Stock as to which any Person known to the auction agent to be a
subsidiary of the Corporation is the holder or Existing Holder, as applicable,
will be disregarded and not deemed Outstanding.

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

         "Person" means and includes an individual, a partnership, the
Corporation, 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.

         "Preferred Stock" means the preferred stock, par value $.001 per
share, of the Corporation, and includes the shares of Series C Preferred
Stock.

         "Premium Call Period" means a period consisting of a number of whole
years as determined by the Board of Directors after consultation with the
Broker- Dealers, during each year of which the shares subject to such Special
Dividend Period will be redeemable at the Corporation's option at a price per
share equal to the Liquidation Preference plus accumulated but unpaid
dividends (whether or not earned or declared) plus a premium expressed as a
percentage or percentages of the Liquidation Preference or expressed as a
formula using specified variables as determined by the Board of Directors
after consultation with the Broker-Dealers.

         "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
and Wood Gundy.

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

         "Redemption Date" has the meaning set forth in paragraph 3(e) of
Article I of these Articles Supplementary.

         "Redemption Default" has the meaning set forth in paragraph 3(e) of
Article I of these Articles Supplementary.

         "Redemption Price" has the meaning set forth in paragraph 3(a)(i) of
Article I of these Articles Supplementary, and shall, for the purposes of
these Articles Supplementary, have a correlative meaning with respect to any
other class or series of Preferred Stock.

         "Reference Rate" means, with respect to the determination of the
Default Rate, the applicable "AA" Financial Composite Commercial Paper Rate
for a Dividend Period of 184 days or fewer or the applicable Treasury Index
Rate for a Dividend Period of longer than 184 days and, with respect to the
determination of the Maximum Rate, the "AA" Financial Composite Commercial
Paper Rate or the Treasury Index Rate, as appropriate.

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

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

         "Securities Depository" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by the
Corporation that agrees to follow the procedures required to be followed by
such securities depository in connection with shares of the Series C Preferred
Stock.

         "Series C Asset Coverage Cure Date" means, with respect to the
failure by the Corporation to maintain Asset Coverage (as required by
paragraph 9(a)(i) of Article I of these Articles Supplementary) as of the last
Business Day of each March, June, September and December of each year, 10 days
following such Business Day.

         "Series C Preferred Stock" means shares of the Corporation's Series C
Auction Rate Cumulative Preferred Stock, par value $.001 per share,
liquidation preference $25,000 per share.

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

                  (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.

         "Special Dividend Period" means a Dividend Period that is not a
Standard Dividend Period.

         "Specific Redemption Provisions" means, with respect to any Special
Dividend Period of more than one year, either, or any combination of (i) a
Non-Call Period and (ii) a Premium Call Period.

         "Standard Dividend Period" means a Dividend Period of seven days,
subject to increase or decrease to the extent necessary for the next Auction
Date and Dividend Payment Date to each be Business Days.

         "Submission Deadline" means 1:00 p.m., New York City time, on any
Auction Date or such other time on any Auction Date by which Broker-Dealers
are required to submit Orders to the Auction Agent as specified by the Auction
Agent from time to time.

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

         "Treasury Index Rate" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities having
the same number of 30-day periods to maturity as the length of the applicable
Dividend Period, determined, to the extent necessary, by linear interpolation
based upon the yield for such securities having the next shorter and next
longer number of 30-day periods to maturity treating all Dividend Periods with
a length greater than the longest maturity for such securities as having a
length equal to such longest maturity, in all cases based upon data set forth
in the most recent weekly statistical release published by the Board of
Governors of the Federal Reserve System (currently in H.15 (519)); provided,
however, if the most recent such statistical release shall not have been
published during the 15 days preceding the date of computation, the foregoing
computations shall be based upon the average of comparable data as quoted to
the Corporation by at least three recognized dealers in U.S. Government
Obligations selected by the Corporation.

         "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 month, or such
other date as the Corporation and Rating Agencies may agree to for purposes of
determining the Basic Maintenance Amount.

         "Voting Period" has the meaning set forth in paragraph 6(b) of
Article I of these Articles Supplementary.

         14. Interpretation. References to sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs that do not reference a specific
Article of these Articles Supplementary or another document shall refer to the
Article of these Articles Supplementary in which the reference occurs, unless
the context otherwise requires.

                        Article II: Auction Procedures

            1. Certain Definitions. Unless the context or use indicates
another or different meaning or intent, each of the following terms when used
in these Articles Supplementary shall have the meaning ascribed to it below,
whether such term is used in the singular or plural and regardless of tense:

         "Agent Member" means a member of or participant in the Securities
Depository that will act on behalf of a Bidder.

         "Available Preferred Shares" has the meaning set forth in paragraph
4(a)(i) of Article II of these Articles Supplementary.

         "Existing Holder" means (a) a Person who beneficially owns those
shares of Preferred Stock, including Series C Preferred Stock, listed in that
Person's name in the records of the Corporation or Auction Agent, as the case
may be, or (b) the beneficial owner of those shares of Series C Preferred
Stock which are listed under such person's Broker-Dealer's name in the records
of the Auction Agent, which Broker-Dealer shall have signed a Master
Purchaser's Letter.

         "Hold Order" has the meaning set forth in paragraph 2(a) of Article II
of these Articles Supplementary.

         "Master Purchaser's Letter" means the letter which is required to be
executed by each prospective purchaser of Series C Preferred Stock or by the
Broker- Dealer through whom the shares will be held.

         "Order" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary.

         "Potential Holder" means (a) any Existing Holder who may be
interested in acquiring additional Series C Preferred Stock or (b) any other
Person who may be interested in acquiring Series C Preferred Stock and who has
signed a Master Purchaser's Letter or whose shares will be listed under such
person's Broker-Dealer's name on the records of the Auction Agent which
Broker-Dealer shall have executed a Master Purchaser's Letter.

         "Sell Order" has the meaning set forth in paragraph 2(a) of Article II
of these Articles Supplementary.

         "Submitted Bid" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

         "Submitted Hold Order" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

         "Submitted Order" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

         "Submitted Sell Order" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

         "Sufficient Clearing Bids" has the meaning set forth in paragraph
4(a)(ii) of Article II of these Articles Supplementary.

         "Sufficient Clearing Orders" means that all shares of Series C
Preferred Stock are the subject of Submitted Hold Orders or that the number of
shares of Series C Preferred Stock that are the subject of Submitted Bids by
Potential Holders specifying one or more rates equal to or less than the
Maximum Rate exceeds or equals the sum of (a) the number of shares of Series C
Preferred Stock that are subject of Submitted Bids by Existing Holders
specifying one or more rates higher than the Maximum Rate and (b) the number
of shares of Series C Preferred Stock that are subject to Submitted Sell
Orders.

         "Winning Bid Rate" means the lowest rate specified in the Submitted
Bids which if:

         (a)      (i)      each such Submitted Bid of Existing Holders
                           specifying such lowest rate and

                  (ii)     all other such Submitted Bids of Existing Holders
                           specifying lower rates were rejected, thus
                           entitling such Existing Holders to continue to hold
                           the shares of such series that are subject to such
                           Submitted Bids; and

         (b)      (i)      each such Submitted Bid of Potential Holders
                           specifying such lowest rate and

                  (ii)     all other such Submitted Bids of Potential Holders
                           specifying lower rates were accepted;

would result in such Existing Holders described in subclause (a) above
continuing to hold an aggregate number of Outstanding shares of Series C
Preferred Stock which, when added to the number of Outstanding shares of
Series C Preferred Stock to be purchased by such Potential Holders described
in subclause (b) above, would equal not less than the Available Preferred
Shares.

         2. Orders.

            (a) On or prior to the Submission Deadline on each Auction Date for
shares of Series C Preferred Stock:

                (i) each Beneficial Owner of shares of Series C Preferred
     Stock may submit to its Broker-Dealer by telephone or otherwise
     information as to:

                      (A) the number of Outstanding shares of Series C
          Preferred Stock, if any, held by such Beneficial Owner which such
          Beneficial Owner desires to continue to hold without regard to the
          Applicable Rate for the next succeeding Dividend Period;

                      (B) the number of Outstanding shares of Series C
          Preferred Stock, if any, held by such Beneficial Owner which such
          Beneficial Owner offers to sell if the Applicable Rate for the next
          succeeding Dividend Period shall be less than the rate per annum
          specified by such Beneficial Owner; and/or

                      (C) the number of Outstanding shares of Series C
          Preferred Stock, if any, held by such Beneficial Owner which such
          Beneficial Owner offers to sell without regard to the Applicable
          Rate for the next succeeding Dividend Period; and

                (ii) each Broker-Dealer, using lists of potential Beneficial
     Owners, shall in good faith for the purpose of conducting a competitive
     Auction in a commercially reasonable manner, contact potential Beneficial
     Owners (by telephone or otherwise), including Persons that are not
     Beneficial Owners, on such lists to determine the number of shares of
     Series C Preferred Stock, if any, that each such potential Beneficial
     Owner offers to purchase if the Applicable Rate for the next succeeding
     Dividend Period shall not be less than the rate per annum specified by
     such potential Beneficial Owner.

For the purposes hereof, the communication by a Beneficial Owner or potential
Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, of information referred to in clauses (a)(i) or (a)(ii) of this
paragraph (2) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Beneficial Owner and each potential Beneficial Owner placing
an Order with a Broker-Dealer, and such Broker-Dealer placing an Order with
the Auction Agent, is hereinafter referred to as a "Bidder" and collectively
as "Bidders;" an Order containing the information referred to in clause
(a)(i)(A) of this paragraph (2) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders;" an Order containing the information
referred to in clauses (a)(i)(B) or (a)(ii) of this paragraph (2) is
hereinafter referred to as a "Bid" and collectively as "Bids;" and an Order
containing the information referred to in clause (a)(i)(C) of this paragraph
(2) is hereinafter referred to as a "Sell Order" and collectively as "Sell
Orders."

                (b) (i) A Bid by a Beneficial Owner or an Existing Holder of
     shares of Series C Preferred Stock subject to an Auction on any Auction
     Date shall constitute an irrevocable offer to sell if:

                      (A) the number of Outstanding shares of Series C
          Preferred Stock specified in such Bid if the Applicable Rate
          determined on such Auction Date shall be less than the rate
          specified therein;

                      (B) such number or a lesser number of Outstanding shares
          of Series C Preferred Stock to be determined as set forth in
          paragraph 5(a)(iv) if the Applicable Rate for Series C Preferred
          Stock determined on such Auction Date shall be equal to the rate
          specified therein; or

                      (C) the number of Outstanding shares of Series C
          Preferred Stock specified in such Bid if the rate specified therein
          shall be higher than the Maximum Rate, or such number or a lesser
          number of Outstanding shares of Series C Preferred Stock to be
          determined as set forth in paragraph 5(b)(iii) if the rate specified
          therein shall be higher than the Maximum Rate and Sufficient
          Clearing Bids do not exist.

                (ii) A Sell Order by a Beneficial Owner or an Existing Holder
     of Series C Preferred Stock subject to an Auction on any Auction Date
     shall constitute an irrevocable offer to sell:

                      (A) the number of Outstanding shares of Series C
          Preferred Stock specified in such Sell Order; or

                      (B) such number or a lesser number of Outstanding shares
          of Series C Preferred Stock as set forth in paragraph 5(b)(iii) if
          Sufficient Clearing Bids do not exist; provided, however, that a
          Broker-Dealer that is an Existing Holder with respect to shares of
          Series C Preferred Stock shall not be liable to any Person for
          failing to sell such shares pursuant to a Sell Order described in
          the proviso to paragraph 3(c) if (1) such shares were transferred by
          the Beneficial Owner thereof without compliance by such Beneficial
          Owner or its transferee Broker-Dealer (or other transferee Person,
          if permitted by the Corporation) with the provisions of paragraph 6
          or (2) such Broker-Dealer has informed the Auction Agent pursuant to
          the terms of its Broker-Dealer Agreement that, according to such
          Broker-Dealer's records, such Broker-Dealer believes it is not the
          Existing Holder of such shares.

                (iii) A Bid by a Potential Holder of shares of Series C
     Preferred Stock subject to an Auction on any Auction Date shall
     constitute an irrevocable offer to purchase if:

                      (A) the number of Outstanding shares of Series C
          Preferred Stock specified in such Bid if the Applicable Rate
          determined on such Auction Date shall be higher than the rate
          specified therein; or

                      (B) such number or a lesser number of Outstanding shares
          of Series C Preferred Stock as set forth in paragraph 5(a)(v) if the
          Applicable Rate determined on such Auction Date shall be equal to
          the rate specified therein.

            (c) No Order for any number of shares of Series C Preferred Stock
other than whole shares shall be valid.

         3. Submission of Orders by Broker-Dealers to Auction Agent.

            (a) Each Broker-Dealer shall submit in writing to the Auction
Agent prior to the Submission Deadline on each Auction Date all Orders for
Series C Preferred Stock subject to an Auction on such Auction Date obtained
by such Broker-Dealer, designating itself (unless otherwise permitted by the
Corporation) as an Existing Holder in respect of shares subject to Orders
submitted or deemed submitted to it by Beneficial Owners and as a Potential
Holder in respect of shares subject to Orders submitted to it by potential
Beneficial Owners, and shall specify with respect to each Order for such
shares:

                (i) the name of the Bidder placing such Order (which shall be
     the Broker-Dealer unless otherwise permitted by the Corporation);

                (ii)the aggregate number of shares of Series C Preferred Stock
     that are the subject of such Order;

                (iii) to the extent that such Bidder is an Existing Holder of
     shares of Series C Preferred Stock:

                      (A) the number of shares of Series C Preferred Stock, if
          any, subject to any Hold Order of such Existing Holder;

                      (B) the number of shares of Series C Preferred Stock, if
          any, subject to any Bid of such Existing Holder and the rate
          specified in such Bid; and

                      (C) the number of shares of Series C Preferred Stock, if
          any, subject to any Sell Order of such Existing Holder; and

                (iv) to the extent such Bidder is a Potential Holder of Series
     C Preferred Stock, the rate and number of shares of Series C Preferred
     Stock specified in such Potential Holder's Bid.

               (b) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round such
rate up to the next highest one thousandth (.001) of 1%.

               (c) If an Order or Orders covering all of the Outstanding
shares of Series C Preferred Stock held by any Existing Holder is not
submitted to the Auction Agent prior to the Submission Deadline, the Auction
Agent shall deem a Hold Order to have been submitted by or on behalf of such
Existing Holder covering the number of Outstanding shares of Series C
Preferred Stock held by such Existing Holder and not subject to Orders
submitted to the Auction Agent; provided, however, that if an Order or Orders
covering all of the Outstanding Series C Preferred Stock held by any Existing
Holder is not submitted to the Auction Agent prior to the Submission Deadline
for an Auction relating to a Special Dividend Period consisting of more than
28 calendar days, the Auction Agent shall deem a Sell Order to have been
submitted by or on behalf of such Existing Holder covering the number of
Outstanding shares of Series C Preferred Stock held by such Existing Holder
and not subject to Orders submitted to the Auction Agent.

                           (d) If one or more Orders of an Existing Holder is
submitted
to the Auction Agent covering in the aggregate more than the number of
Outstanding shares of Series C Preferred Stock subject to an Auction held by
such Existing Holder, such Orders shall be considered valid in the following
order of priority:

                (i) all Hold Orders shall be considered valid, but only up to
     and including in the aggregate the number of Outstanding shares of Series
     C Preferred Stock held by such Existing Holder, and if the number of
     shares subject to such Hold Orders exceeds the number of Outstanding
     shares of Series C Preferred Stock held by such Existing Holder, the
     number of shares subject to each such Hold Order shall be reduced pro
     rata to cover the number of Outstanding shares of Series C Preferred
     Stock held by such Existing Holder;

                (ii)  (A) any Bid for Series C Preferred Stock shall be
     considered valid up to and including the excess of the number of
     Outstanding shares of Series C Preferred Stock held by such Existing
     Holder over the number of shares of Series C Preferred Stock subject to
     any Hold Orders referred to in clause (d)(i) above;

                      (B) subject to subclause (d)(ii)(A), if more than one
          Bid of an Existing Holder for shares of Series C Preferred Stock is
          submitted to the Auction Agent with the same rate and the number of
          Outstanding shares of Series C Preferred Stock subject to such Bids
          is greater than such excess, such Bids shall be considered valid up
          to and including the amount of such excess, and the number of shares
          of Series C Preferred Stock subject to each Bid with the same rate
          shall be reduced pro rata to cover the number of shares equal to
          such excess;

                      (C) subject to subclauses (d)(ii)(A) and (B), if more
          than one Bid of an Existing Holder for shares of Series C Preferred
          Stock is submitted to the Auction Agent with different rates, such
          Bids shall be considered valid in the ascending order of their
          respective rates up to and including the amount of such excess; and

                      (D) in any such event, the number, if any, of such
          Outstanding shares of Series C Preferred Stock subject to any
          portion of Bids considered not valid in whole or in part under this
          paragraph 3(d)(ii) shall be treated as the subject of a Bid by or on
          behalf of a Potential Holder at the rate specified therein; and

                (iii) all Sell Orders for shares of Series C Preferred Stock
     shall be considered valid up to and including the excess of the number of
     Outstanding shares of Series C Preferred Stock held by such Existing
     Holder over the sum of Outstanding shares of Series C Preferred Stock
     subject to valid Hold Orders referred to in paragraph 3(d)(i) above and
     valid Bids referred to in paragraph 3(d)(ii) above.

                           (e) If more than one Bid for shares of Series C
Preferred
Stock is submitted to the Auction Agent by or on behalf of any Potential Holder,
each such Bid submitted shall be a separate Bid with the rate and number of
shares therein specified.

                           (f) Any Order submitted by a Beneficial Owner or a
potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.

                  4. Determination of Sufficient Clearing Bids, Winning Bid
Rate and Applicable Rate.

                           (a) Not earlier than the Submission Deadline on
each
Auction Date for shares of Series C Preferred Stock, the Auction Agent shall
assemble all valid Orders submitted or deemed submitted to it by the
Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or
as a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted
Orders") and shall determine:

                (i) the excess of the number of Outstanding shares of Series C
     Preferred Stock over the number of Outstanding shares of Series C
     Preferred Stock subject to Submitted Hold Orders (such excess being
     hereinafter referred to as the "Available Preferred Shares");

                (ii)from the Submitted Orders for shares of Series C Preferred
     Stock whether:

                      (A) the number of Outstanding shares of Series C
          Preferred Stock subject to Submitted Bids of Potential Holders
          specifying one or more rates equal to or lower than the Maximum Rate
          exceeds or is equal to the sum of

                      (B) the number of Outstanding shares of Series C
          Preferred Stock subject to Submitted Bids of Existing Holders
          specifying one or more rates higher than the Maximum Rate; and

                      (C) the number of Outstanding shares of Series C
          Preferred Stock subject to Submitted Sell Orders (in the event such
          excess or such equality exists (other than because the number of
          shares of Series C Preferred Stock in clauses (a)(ii)(A) and (B)
          above is zero because all of the Outstanding shares of Series C
          Preferred Stock are subject to Submitted Hold Orders), such
          Submitted Bids in clause (a)(ii)(A) above being hereinafter referred
          to collectively as "Sufficient Clearing Bids"); and

                (iii) if Sufficient Clearing Bids exist, the Winning Bid Rate.

               (b) Not later than 9:30 A.M., New York City time, on each
Auction Date, the Auction Agent shall advise the Corporation of the Maximum
Rate for shares of Series C Preferred Stock for which an Auction is being held
on the Auction Date and, based on such determination, promptly after the
Auction Agent has made the determinations pursuant to paragraph 4(a), the
Auction Agent shall advise the Corporation of the Applicable Rate for the next
succeeding Dividend Period thereof as follows:

                (i) if Sufficient Clearing Bids exist, that the Applicable
     Rate for the next succeeding Dividend Period thereof shall be equal to
     the Winning Bid Rate so determined;

                (ii)if Sufficient Clearing Bids do not exist (other than
     because all of the Outstanding shares of such series are subject to
     Submitted Hold Orders), that the Applicable Rate for the next succeeding
     Dividend Period thereof shall be equal to the Maximum Rate; or

                (iii) if all of the Outstanding shares of Series C Preferred
     Stock are subject to Submitted Hold Orders, that the Applicable Rate for
     the next succeeding Dividend Period thereof shall be the All Hold Rate.

     5. Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation.

         Existing Holders shall continue to hold the shares of Series C
Preferred Stock that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph 4(a), the Submitted Bids and
Submitted Sell Orders shall be accepted or rejected by the Auction Agent and
the Auction Agent shall take such other action as set forth below:

               (a) If Sufficient Clearing Bids for shares of Series C
Preferred Stock have been made, all Submitted Sell Orders shall be accepted
and, subject to the provisions of paragraphs 5(d) and 5(e), Submitted Bids
shall be accepted or rejected as follows in the following order of priority
and all other Submitted Bids shall be rejected:

                (i) Existing Holders' Submitted Bids for shares of Series C
     Preferred Stock specifying any rate that is higher than the Winning Bid
     Rate shall be accepted, thus requiring each such Existing Holder to sell
     the Series C Preferred Stock subject to such Submitted Bids;

                (ii)Existing Holders' Submitted Bids for shares Series C
     Preferred Stock specifying any rate that is lower than the Winning Bid
     Rate shall be rejected, thus entitling each such Existing Holder to
     continue to hold the Series C Preferred Stock subject to such Submitted
     Bids;

                (iii) Potential Holders' Submitted Bids for shares of Series C
     Preferred Stock specifying any rate that is lower than the Winning Bid
     Rate shall be accepted;

                (iv) each Existing Holder's Submitted Bid for shares of Series
     C Preferred Stock specifying a rate that is equal to the Winning Bid Rate
     shall be rejected, thus entitling such Existing Holder to continue to
     hold the shares of Series C Preferred Stock subject to such Submitted
     Bid, unless the number of Outstanding shares of Series C Preferred Stock
     subject to all such Submitted Bids shall be greater than the number of
     shares of Series C Preferred Stock ("remaining shares") in the excess of
     the Available Preferred Shares over the number of shares of Series C
     Preferred Stock subject to Submitted Bids described in paragraphs
     5(a)(ii) and 5(a)(iii), in which event such Submitted Bid of such
     Existing Holder shall be rejected in part, and such Existing Holder shall
     be entitled to continue to hold shares of Series C Preferred Stock
     subject to such Submitted Bid, but only in an amount equal to the shares
     of Series C Preferred Stock obtained by multiplying the number of
     remaining shares by a fraction, the numerator of which shall be the
     number of Outstanding shares of Series C Preferred Stock held by such
     Existing Holder subject to such Submitted Bid and the denominator of
     which shall be the aggregate number of Outstanding shares of Series C
     Preferred Stock subject to such Submitted Bids made by all such Existing
     Holders that specified a rate equal to the Winning Bid Rate;

         and

                (v) each Potential Holder's Submitted Bid for shares of Series
     C Preferred Stock specifying a rate that is equal to the Winning Bid Rate
     shall be accepted but only in an amount equal to the number of shares
     obtained by multiplying the number of shares of Series C Preferred Stock
     in the excess of the Available Preferred Shares over the number of shares
     of Series C Preferred Stock subject to Submitted Bids described in
     paragraph 5(a)(ii) through (iv) by a fraction, the numerator of which
     shall be the number of Outstanding shares of Series C Preferred Stock
     subject to such Submitted Bid and the denominator of which shall be the
     aggregate number of Outstanding shares of Series C Preferred Stock
     subject to such Submitted Bids made by all such Potential Holders that
     specified a rate equal to the Winning Bid Rate.

               (b) If Sufficient Clearing Bids for shares of Series C
Preferred Stock have not been made (other than because all of the Outstanding
shares are subject to Submitted Hold Orders), subject to the provisions of
paragraph 5(d), Submitted Orders shall be accepted or rejected as follows in
the following order of priority and all other Submitted Bids for shares of
Series C Preferred Stock shall be rejected:

                (i) Existing Holders' Submitted Bids for shares of Series C
     Preferred Stock specifying any rate that is equal to or lower than the
     Maximum Rate shall be rejected, thus entitling such Existing Holders to
     continue to hold the shares of Series C Preferred Stock subject to such
     Submitted Bids;

                (ii)Potential Holders' Submitted Bids for shares of Series C
     Preferred Stock specifying any rate that is equal to or lower than the
     Maximum Rate shall be accepted; and

                (iii) Each Existing Holder's Submitted Bid for shares of
     Series C Preferred Stock specifying any rate that is higher than the
     Maximum Rate and the Submitted Sell Orders of each Existing Holder shall
     be accepted, thus entitling each Existing Holder that submitted or on
     whose behalf was submitted any such Submitted Bid or Submitted Sell Order
     to sell shares of Series C Preferred Stock subject to such Submitted Bid
     or Submitted Sell Order, but in both cases only in an amount equal to the
     number of shares of Series C Preferred Stock obtained by multiplying the
     number of shares of Series C Preferred Stock subject to Submitted Bids
     described in paragraph 5(b)(ii) by a fraction, the numerator of which
     shall be the number of Outstanding shares of Series C Preferred Stock
     held by such Existing Holder subject to such Submitted Bid or Submitted
     Sell Order and the denominator of which shall be the aggregate number of
     Outstanding shares of Series C Preferred Stock subject to all such
     Submitted Bids and Submitted Sell Orders.

               (c) If all of the Outstanding shares of Series C Preferred
Stock are subject to Submitted Hold Orders, all Submitted Bids for such shares
shall be rejected.

               (d) If, as a result of the procedures described in paragraph
5(a)(iv) or (v) or paragraph 5(b)(iii), any Existing Holder would be entitled
or required to sell, or any Potential Holder would be entitled or required to
purchase, a fraction of a share of Series C Preferred Stock on any Auction
Date, the Auction Agent shall, in such manner as it shall determine in its
sole discretion, round up or down the number of shares of Series C Preferred
Stock to be purchased or sold by any Existing Holder or Potential Holder on
such Auction Date as a result of such procedures so that the number of shares
so purchased or sold by each Existing Holder or Potential Holder on such
Auction Date shall be whole shares.

               (e) If, as a result of the procedures described in paragraph
5(a)(v) any Potential Holder would be entitled or required to purchase less
than a whole share of Series C Preferred Stock on any Auction Date, the
Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate shares of Series C Preferred Shares for purchase among
Potential Holders so that only whole shares are purchased on such Auction Date
as a result of such procedures by any Potential Holder, even if such
allocation results in one or more Potential Holders not purchasing Series C
Preferred Stock on such Auction Date.

               (f) Based on the results of each Auction for shares of Series C
Preferred Stock, the Auction Agent shall determine the aggregate number of
such shares to be purchased and the aggregate number of such shares to be sold
by Potential Holders and Existing Holders and, with respect to each Potential
Holder and Existing Holder, to the extent that such aggregate number of shares
to be purchased and such aggregate number of shares to be sold differ,
determine to which other Potential Holder(s) or Existing Holder(s) they shall
deliver, or from which other Potential Holder(s) or Existing Holder(s) they
shall receive, as the case may be, Series C Preferred Stock. Notwithstanding
any provision of the Auction Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of shares of Series C Preferred Stock with
respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such
shares that was accepted in whole or in part, or submitted or is deemed to
have submitted a Sell Order for such shares that was accepted in whole or in
part, fails to instruct its Agent Member to deliver such shares against
payment therefor, partial deliveries of shares of Series C Preferred Stock
that have been made in respect of Potential Holders' or Potential Beneficial
Owners' Submitted Bids for shares of Series C Preferred Stock that have been
accepted in whole or in part shall constitute good delivery to such Potential
Holders and Potential Beneficial Owners.

               (g) Neither the Corporation nor the Auction Agent nor any
affiliate of either shall have any responsibility or liability with respect to
the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a
Potential Beneficial Owner or its respective Agent Member to deliver shares of
Series C Preferred Stock or to pay for shares of Series C Preferred Stock sold
or purchased pursuant to the Auction Procedures or otherwise.

     6. Transfer of Series C Preferred Stock.

        Unless otherwise permitted by the Corporation, a Beneficial
Owner or an Existing Holder may sell, transfer or otherwise dispose of shares
of Series C Preferred Stock only in whole shares and only pursuant to a Bid or
Sell Order placed with the Auction Agent in accordance with the procedures
described in this Article II or to a Broker-Dealer; provided, however, that
(a) a sale, transfer or other disposition of shares of Series C Preferred
Stock from a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer as the Holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer or
other disposition for purposes of this paragraph 6 if such Broker- Dealer
remains the Existing Holder of the shares so sold, transferred or disposed of
immediately after such sale, transfer or disposition and (b) in the case of
all transfers other than pursuant to Auctions, the Broker-Dealer (or other
Person, if permitted by the Corporation) to whom such transfer is made shall
advise the Auction Agent of such transfer.


                                  ARTICLE III

             ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES
                                 SUPPLEMENTARY

         The calculation of Adjusted Value, Basic Maintenance Amount and the
elements of each of them and the definitions of such terms and elements may be
modified by action of the Board of Directors without further action by the
stockholders if the Board of Directors determines that such modification is
necessary to prevent a reduction in rating of the shares of Preferred Stock by
the Rating Agencies rating such shares at the request of the Corporation or is
in the best interests of the holders of shares of Common Stock and is not
adverse to the Holders of shares of Preferred Stock in view of advice to the
Corporation by the relevant Rating Agencies that such modification would not
adversely affect the then-current rating of the shares of Series C Preferred
Stock. To the extent the Corporation is unable to obtain an opinion of counsel
to the effect that operation of the foregoing sentence is enforceable in the
circumstances then obtaining, the calculation of Adjusted Value, Basic
Maintenance Amount and the elements of each of them and the definitions of
such terms and the elements thereof shall be adjusted from time to time
without further action by the Board of Directors and the stockholders only to
reflect changes made thereto independently by a Rating Agency then rating
Preferred Stock at the request of the Corporation if such Rating Agency has
advised the Corpo ration in writing separately (a) of such adjustments and (b)
that the revised calcula tion definition would not cause such Rating Agency to
reduce or withdraw its then-current rating of the shares of Preferred Stock or
any other Rating Agency then rating Preferred Stock at the request of the
Corporation to reduce or withdraw its then-current rating. The adjustments
contemplated by the preceding sentence shall be made effective upon the time
the Corporation receives the notice from such Rating Agency to the effect
specified in clause (b) of the preceding sentence. Any such modification may
be rescinded or further modified by action of the Board of Directors and
stockholders.

         In addition, subject to compliance with applicable law, the Board of
Directors may amend the definition of Maximum Rate to increase the applicable
percentage by which the Reference Rate is multiplied to determine the Maximum
Rate shown therein without the vote or consent of the Holders of shares of
Preferred Stock, including shares of the Series C Preferred Stock, or any
other stockholder of the Corporation, after consultation with the
Broker-Dealers, and with confirmation from each Rating Agency that immediately
following any such increase the Corporation would meet the Basic Maintenance
Test.

         Notwithstanding the provisions of the preceding paragraph, to the
extent permitted by law, the Board of Directors, without the vote of the
Holders of the shares of Series C Preferred Stock or any other capital stock
of the Corporation, may amend the provisions of these Articles Supplementary
to resolve any inconsistency or ambiguity or to remedy any formal defect so
long as the amendment does not materially adversely affect any of the contract
rights of holders of shares of the Series C Preferred Stock or any other
capital stock of the Corporation or adversely affect the then current rating
on the Series C Preferred Stock by any Rating Agency.

<PAGE>

         IN WITNESS WHEREOF, The Gabelli Convertible and Income Securities
Fund Inc. has caused these presents to be signed in its name and on its behalf
by a duly authorized officer, and its corporate seal to be hereunto affixed
and attested by its Secretary, and the said officers of the Corporation
further acknowledge said instrument to be the corporate act of the
Corporation, 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 on March 12, 2003.





                                       By ______________________________
                                          Name:   Bruce N. Alpert
                                          Title:  President


Attest:

________________________________
Name:    James E. McKee
Title:   Secretary






                           [Articles Supplementary]

</TEXT>
</DOCUMENT>
