<DOCUMENT>
<TYPE>EX-99.A.4 CHARTER
<SEQUENCE>6
<FILENAME>ex-99a4.txt
<TEXT>

                                                             Exhibit a.4




                  DUFF & PHELPS SELECTED UTILITIES INC.

             Articles Supplementary creating five series of
                         Remarketed Preferred Stock

      DUFF & PHELPS SELECTED UTILITIES INC., a Maryland corporation having
its principal Maryland office in the City of Baltimore (the "Corporation"),
certifies to the State Department of Assessments and Taxation of Maryland
that:

      FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by article fifth of its Charter, the Board of
Directors has classified its preferred stock and has authorized the
issuance of five series of 1,000 shares each of its authorized preferred
stock, par value $.001 per share, liquidation preference $100,000 per
share, designated respectively: Remarketed Preferred Stock, Series A;
Remarketed Preferred Stock, Series B; Remarketed Preferred Stock, Series C;
Remarketed Preferred Stock, Series D; and Remarketed Preferred Stock,
Series E.

      SECOND: The preferences, voting powers, restrictions, limitations as
to dividends, qualifications, and terms and conditions of redemption, of
the shares of such series of preferred stock are as follows:


                                DESIGNATION

      SERIES A: A series of 1,000 shares of preferred stock, par value
$.001 per share, liquidation preference $100,000 per share plus accumulated
but unpaid dividends, if any, thereon (whether or not earned or declared),
is hereby designated "Remarketed Preferred Stock, Series A." Each share of
Remarketed Preferred Stock, Series A shall be issued on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof; have an Initial Dividend Payment Date (as
herein defined) to be determined by the Board of Directors of the
Corporation or a duly authorized committee thereof; be redeemed (unless
such share shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of these Articles Supplementary or exchanged prior thereto for a
share of Remarketed Preferred Stock, Series I, pursuant to paragraph 11 of
Part I of these Articles Supplementary) by the Corporation on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof at a redemption price of $100,000 per share
plus accumulated but unpaid dividends to the date fixed for redemption
(whether or not earned or declared); and have such other preferences,


<PAGE>



limitations and relative voting rights, in addition to those required by
applicable law or set forth in the Corporation's Charter applicable to
preferred stock of the Corporation, as are set forth in Part I and Part II
of these Articles Supplementary. The Remarketed Preferred Stock, Series A
shall constitute a separate series of preferred stock of the Corporation,
and each share of Remarked Preferred Stock, Series A shall be identical
except as provided in paragraph 4 of Part I of these Articles
Supplementary.

      SERIES B: A series of 1,000 shares of preferred stock, par value
$.001 per share, liquidation preference $100,000 per share plus accumulated
but unpaid dividends, if any, thereon (whether or not earned or declared),
is hereby designated "Remarketed Preferred Stock, Series B." Each share of
Remarketed Preferred Stock, Series B shall be issued on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof; have an Initial Dividend Payment Date (as
herein defined) to be determined by the Board of Directors of the
Corporation or a duly authorized committee thereof; be redeemed (unless
such share shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of these Articles Supplementary or exchanged prior thereto for a
share of Remarketed Preferred Stock, Series I, pursuant to paragraph 11 of
Part I of these Articles Supplementary) by the Corporation on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof at a redemption price of $100,000 per share
plus accumulated but unpaid dividends to the date fixed for redemption
(whether or not earned or declared); and have such other preferences,
limitations and relative voting rights, in addition to those required by
applicable law or set forth in the Corporation's Charter applicable to
preferred stock of the Corporation, as are set forth in Part I and Part II
of these Articles Supplementary. The Remarketed Preferred Stock, Series B
shall constitute a separate series of preferred stock of the Corporation,
and each share of Remarketed Preferred Stock, Series B shall be identical
except as provided in paragraph 4 of Part I of these Articles
Supplementary.

      SERIES C: A series of 1,000 shares of preferred stock, par value of
$.001 per share, liquidation preference $100,000 per share plus accumulated
but unpaid dividends, if any, thereon (whether or not earned or declared),
is hereby designated "Remarketed Preferred Stock, Series C." Each share of
Remarketed Preferred Stock, Series C shall be issued on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof; have an Initial Dividend Payment Date (as
herein defined) to be determined by the Board of Directors of the
Corporation or a duly authorized committee thereof; be redeemed (unless
such share shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of these Articles Supplementary or exchanged prior thereto for a
share of Remarketed Preferred Stock, Series I, pursuant to paragraph 11 of
Part I of these Articles Supplementary) by the Corporation on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof at a redemption price of $100,000 per share
plus accumulated but unpaid dividends to the date fixed for redemption
(whether or not earned or declared); and have such other preferences,
limitations and relative voting rights, in addition to those required by
applicable law or set forth in the Corporation's Charter applicable to
preferred stock of the Corporation, as are set forth in Part I and Part II
of these Articles Supplementary. The Remarketed Preferred Stock, Series C



                                       2
<PAGE>



shall constitute a separate series of preferred stock of the Corporation,
and each share of Remarketed Preferred Stock, Series C shall be identical
except as provided in paragraph 4 of Part I of these Articles
Supplementary.

      SERIES D: A series of 1,000 shares of preferred stock, par value
$.001 per share, liquidation preference $100,000 per share plus accumulated
but unpaid dividends, if any, thereon (whether or not earned or declared),
is hereby designated "Remarketed Preferred Stock, Series D." Each share of
Remarketed Preferred Stock, Series D shall be issued on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof; have an Initial Dividend Payment Date (as
herein defined) to be determined by the Board of Directors of the
Corporation or a duly authorized committee thereof; be redeemed (unless
such share shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of these Articles Supplementary or exchanged prior thereto for a
share of Remarketed Preferred Stock, Series I, pursuant to paragraph 11 of
Part I of these Articles Supplementary) by the Corporation on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof at a redemption price of $100,000 per share
plus accumulated but unpaid dividends to the date fixed for redemption
(whether or not earned or declared); and have such other preferences,
limitations and relative voting rights, in addition to those required by
applicable law or set forth on the Corporation's Charter applicable to
preferred stock of the Corporation, as are set forth in Part I and Part II
of these Articles Supplementary. The Remarketed Preferred Stock, Series D
shall constitute a separate series of preferred stock of the Corporation,
and each share of Remarketed Preferred Stock, Series D shall be identical
except as provided in paragraph 4 of Part I of these Articles
Supplementary.

      SERIES E: A series of 1,000 shares of preferred stock, par value
$.001 per share, liquidation preference $100,000 per share plus accumulated
but unpaid dividends, if any, thereon (whether or not earned or declared),
is hereby designated "Remarketed Preferred Stock, Series E." Each share of
Remarketed Preferred Stock, Series E shall be issued on a date to be
determined by the Board of Directors of the Corporation or a duly
authorized committee thereof; have an Initial Dividend Payment Date (as
herein defined) to be determined by the Board of Directors of the
Corporation or a duly authorized committee thereof; be redeemed (unless
such share shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of these Articles Supplementary or exchanged prior thereto for a
share of Remarketed Preferred Stock, Series I, pursuant to paragraph 11 of
this Part I of these Articles Supplementary) by the Corporation on a date
to be determined by the Board of Directors of the Corporation of a duly
authorized committee thereof at a redemption price of $100,000 per share
plus accumulated but unpaid dividends to the date fixed for redemption
(whether or not earned or declared); and have such other preferences,
limitations and relative voting rights, in addition to those required by
applicable law or set forth in the Corporation's Charter applicable to
preferred stock of the Corporation, as are set forth in Part I and Part II
of these Articles Supplementary. The Remarketed Preferred Stock, Series E
shall constitute a separate series of preferred stock of the Corporation,
and each share of Remarketed Preferred Stock, Series E shall be identical
except as provided in paragraph 4 of Part I of these Articles
Supplementary.


                                       3
<PAGE>




                                 PART I.
                                 ------

      1.   Definitions. Unless the context or use indicates another or
different meaning or intent, the following terms shall have the following
meanings, whether used in the singular or plural:

           "`AA' Composite Commercial Paper Rate," on any date, means (i)
the Interest Equivalent of the rate on commercial paper placed for the
number of days specified in the succeeding sentence on behalf of issuers
whose corporate bonds are rated "AA" by S&P and "Aa" by Moody's, or the
equivalent of such rating by another nationally recognized statistical
rating organization, as such rate is made available by the Federal Reserve
Bank of New York on a discount basis or otherwise for 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 Remarketing Agent for the close of business
on the Business Day immediately preceding such date. In respect of any
Dividend Period (determined without regard to any adjustment in the
remarketing schedule in respect of non-Business Days, as provided herein),
the "AA" Composite Commercial Paper Rate shall be the Interest Equivalent
of the 60-day rate. If any Commercial Paper Dealer does not quote a rate
required to determine the "AA" Composite Commercial Paper Rate, the "AA"
Composite Commercial Paper Rate shall be determined on the basis of the
quotation or quotations furnished by the remaining Commercial Paper Dealer
or Dealers or, if none of the Commercial Paper Dealers quotes such a rate,
by any Substitute Commercial Paper Dealer or Dealers selected by the
Corporation to provide such rate or rates not being supplied by any
Commercial Paper Dealer.

           "Accountant's Confirmation" has the meaning set forth in
paragraph 8(a) (iii) of this Part I.

           "Adviser" means Duff & Phelps Investment Management Co., the
Corporation's investment adviser.

           "Agent Member" means a designated member of the Securities
Depository that will maintain records for a Beneficial Owner of shares of
RP that has identified such Agent Member in its Master Purchaser's Letter
and that will be authorized and instructed to disclose information to the
Remarketing Agent and the Paying Agent with respect to such Beneficial
Owner.

           "Applicable Dividend Rate" means, with respect to the Initial
Dividend Period, the rate of cash dividend per annum established by the
Board of Directors and, for each subsequent Dividend Period, means the rate
of cash dividend per annum that (i) except for a Dividend Period commencing
during a Non-Payment Period, will be equal to the lower of the rate of cash
dividend per annum that the Remarketing Agent advises results on the
Dividend Reset Date preceding the first day of such Dividend Period from
implementation of the remarketing procedures set forth in Part II hereof
and the Maximum Dividend Rate or (ii) for each Dividend Period commencing
during a Non-Payment Period, will be equal to the Non-Payment Period Rate.


                                       4
<PAGE>




           "Applicable Percentage" has the meaning set forth under "Maximum
Dividend Rate" below.

           "Authorized Newspaper" means a newspaper of general circulation
in the English language generally published on Business Days in The City of
New York.

           "Beneficial Owner" means a person that has signed a Master
Purchaser's Letter and is listed as the beneficial owner of one or more
shares of RP in the records of the Paying Agent or, with respect to any
share not registered in the name of the Securities Depository on the stock
transfer books of the Corporation, the person in whose name such share is
so registered.

           "Board of Directors" means the Board of Directors of the
Corporation.

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

           "Certificate of Minimum Liquidity" has the meaning set forth in
paragraph 8(b) (i) of this Part I.

           "Charter" means the Articles of Incorporation, as amended, of
the Corporation, including these Articles Supplementary and the Articles
Supplementary relating to the Serial RP (if any) on file in the State
Department of Assessments and Taxation of the State of Maryland.

           "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

           "Commercial Paper Dealers" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S") and such other Commercial Paper Dealer or
Dealers as the Corporation may from time to time appoint, or, in lieu of
any thereof, their respective affiliates or successors.

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

           "Conventional Mortgage Pass-Through Certificate" means an
instrument publicly issued in bearer or registered form, that is one of a
class or series or by its terms is divisible into a class or series, and
that is of a type commonly dealt in on securities exchanges or markets or
commonly recognized in any area in which it is issued or dealt in as a
medium for investment, evidencing (directly or indirectly) a proportional
undivided interest in specified pools of whole loans that are secured by a
valid first lien on each mortgagor's fee or leasehold interest in related
mortgaged property (except for Permitted Tax Liens and other matters to
which like properties are commonly subject which neither individually nor
in the aggregate materially interfere with the benefits of the security
intended to be provided by such mortgages or deeds of trust, and standard
exceptions and exclusions in title insurance policies) on one- to four-unit
residences (including, without limitation, owner-occupied attached or
detached single-unit residences, one- to four-unit primary residences,
condominiums, second/vacation homes and non-owner occupied residences) and


                                       5
<PAGE>



with respect to which the Required Documentation is required to be held by
a trustee or independent custodian, which mortgage loans are serviced
pursuant to servicing agreements with servicers that have either expressed
the intention to advance funds to meet deficiencies (to the extent such
servicers reasonably believe such advances are recoverable) or provided for
alternative credit enhancement in lieu thereof, and which instruments (a)
have been rated AA or better by S&P or Aa or better by Moody's or (b) do
not qualify pursuant to clause (a) above, but the inclusion of which in the
Eligible Portfolio Property will not, in and of itself, impair, or cause
the RP to fail to retain, the then-current ratings assigned to the RP by
the Rating Agencies, as evidenced by letters to the Corporation to such
effect from the Rating Agencies which letters shall be delivered to the
Remarketing Agent and the Paying Agent at the time each such Conventional
Mortgage Pass-Through Certificate is to be included in the Eligible
Portfolio Property; provided that, a Conventional Mortgage Pass-Through
Certificate shall be eligible for inclusion in the Eligible Portfolio
Property as of any Valuation Date only if it continues to satisfy as of
such Valuation Date the requirements of at least one clauses (a) or (b)
above, as the Corporation may confirm, verbally or in writing, directly or
indirectly, or by reference to publications of the Rating Agencies, by
confirmation from a nationally recognized securities dealer having a
minimum capitalization of $25 million or by such other means as the Rating
Agencies shall approve. The Remarketing Agent and the Paying Agent shall be
entitled to rely on the representation of the Corporation contained in the
RP Basic Maintenance Report with respect to any Valuation Date that, as of
such Valuation Date, the Corporation has confirmed that the Conventional
Mortgage Pass-Through Certificates included in the Corporation's Eligible
Portfolio Property are within the scope of this paragraph.

           "Corporation" means Duff & Phelps Selected Utilities Inc., a
Maryland corporation and the issuer of the shares of RP.

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

           "Debt Obligations" has the meaning set forth under "Utility
Stocks" below.

           "Deposit Securities" means cash, U.S. Government Obligations and
Short Term Money Market Instruments. Except for purposes of determining
compliance with the RP Basic Maintenance Amount, each Deposit Security
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 Security but only if payable on or prior to the applicable
payment date in advance of which the relevant deposit is made.

           "Discount Factor" means Discount Factor Supplied by Moody's or
Discount Factor supplied by S&P, as the case may be.

           "Discount Factor Supplied By S&P" means, initially, for any
asset held by the Corporation, the number set forth opposite such type of
asset in the following table (it being understood that any asset held by
the Corporation and not listed in the following table or in an amendment or
supplement thereto shall have a Discounted Value of zero):


                                       6
<PAGE>



<TABLE>
<CAPTION>
                                                   Discounted Factor(1)
                                                   --------------------
<S>                                                     <C>
Type A Utility Bonds:                                    1.80

Type B Utility Bonds:                                    1.85

Type A Utility Stocks:                                   2.25

Type B Utility Stocks:                                   2.35

GNMA Certificates with fixed
  interest rates:                                        1.40

GNMA Certificates with adjustable
  interest rates:                                        1.40

FHLMC and FNMA Certificates with
  fixed interest rates:                                  1.50

FHLMC and FNMA Certificates with
  adjustable interest rates:                             1.50

FHLMC Multifamily Securities:                            1.50

FHLMC and FNMA Certificates with
  variable interest rates:                               1.50

GNMA Graduated Payment Securities:                       1.60

Conventional Mortgage Pass-Through
  Certificates (2)                                       1.55

U.S. Government Obligations having a
  remaining term to maturity of 90
  days or less:                                          1.00

U.S. Government Obligations having a
  remaining term to maturity of more
  than 90 days but not more than five
  years:                                                 1.28

U.S. Government Obligations having a
  remaining term to maturity of more
  than five years but not more than
  10 years:                                              1.35

U.S. Government Obligations having a
  remaining term to maturity of more
  than 10 years but not more than
  15 years:                                              1.40

U.S. Government Obligations having a
  remaining term to maturity of more
  than 15 years but not more than
  30 years:                                              1.50

Cash and Short Term Money Market
  Instruments:                                           1.00

------------------------

(1)   In the case of Eligible Portfolio Property rated by Moody's but not
      rated by S&P, the Discount Factor Supplied by S&P shall be the
      Discount Factor determined therefor in writing by S&P. Absent such
      written notification, the asset shall have a Discounted Value of
      zero.

(2)   In the event such asset is not rated AA or better by S&P, such asset
      shall have a Discounted Value of zero.
</TABLE>

                                       7
<PAGE>



           Notwithstanding the foregoing, for so long as is required by S&P
to maintain its then-current credit rating of the RP, the Discount Factor
Supplied by S&P with respect to Eligible Portfolio Property sold pursuant
to a reverse repurchase agreement with a remaining term to maturity of more
than 25 days on the date of determination of the Discounted Value of such
Eligible Portfolio Property shall be the then-current Discount Factor
provided by S&P to the Corporation in writing for the purpose of such
determination.

           The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the initial Discount Factor
Supplied by S&P listed above applied to calculate the Discounted Value of
any item of Eligible Portfolio Property or may specify from time to time a
Discount Factor Supplied by S&P for any asset constituting Eligible
Portfolio Property if the Board of Directors determines and S&P advises the
Corporation in writing that such adjustment, modification, alteration,
change or specification will not adversely affect S&P's then-current rating
of the RP.

           "Discount Factor Supplied By Moody's" means initially, for any
asset held by the Corporation, the number set forth opposite such type of
asset in the following table (it being understood that any asset held by
the Corporation and not listed in the following table or in an amendment or
supplement thereto shall have a Discounted Value of zero):




                                       8
<PAGE>



<TABLE>
<CAPTION>
                                                     Discount Factor(1)
                                                     ------------------
<S>                                                       <C>
Type I Utility Bonds having a remaining
  term to maturity of one year or less:                    1.20

Type I Utility Bonds having a remaining
  term to maturity of more than one year
  but not more than two years:                             1.27

Type I Utility Bonds having a remaining
  term to maturity of more than two years
  but not more than three years:                           1.32

Type I Utility Bonds having a remaining
  term to maturity of more than three
  years but not more than four years:                      1.38

Type I Utility Bonds having a remaining
  term to maturity of more than four
  years but not more than five years:                      1.44

Type I Utility Bonds having a remaining
  term to maturity of more than five
  years but not more than seven years:                     1.53

Type I Utility Bonds having a remaining
  term to maturity of more than seven
  years but not more than ten years:                       1.61

Type I Utility Bonds having a remaining
  term to maturity of more than ten
  years but not more than 15 years:                        1.69

Type I Utility Bonds having a remaining
  term to maturity of more than 15
  years but not more than 20 years:                        1.76

Type I Utility Bonds having a remaining
  term to maturity of more than 20
  years but less than 30 years:                            1.79

Type II Utility Bonds having a remaining
  term to maturity of one year or less:                    1.24

Type II Utility Bonds having a remaining
  term to maturity of more than one year
  but not more than two years:                             1.31

Type II Utility Bonds having a remaining
  term to maturity of more than two years
  but not more than three years:                           1.38



                                       9
<PAGE>

<CAPTION>

<S>                                                       <C>
Type II Utility Bonds having a remaining
  term to maturity of more than three
  years but not more than four years:                      1.44

Type II Utility Bonds having a remaining
  term to maturity of more than four
  years but not more than five years:                      1.50

Type II Utility Bonds having a remaining
  term to maturity of more than five
  years but not more than seven years:                     1.60

Type II Utility Bonds having a remaining
  term to maturity of more than seven
  years but not more than ten years:                       1.70

Type II Utility Bonds having a remaining
  term to maturity of more than ten
  years but not more than 15 years:                        1.76

Type II Utility Bonds having a remaining
term to maturity of more than 15 years
  but not more than 20 years:                              1.84

Type II Utility Bonds having a remaining
term to maturity of more than 20 years
  but not more than 30 years:                              1.87

Type III Utility Bonds having a remaining
  term to maturity of one year or less:                    1.29

Type III Utility Bonds having a remaining
  term to maturity of more than one year
  but not more than two years:                             1.38

Type III Utility Bonds having a remaining
  term to maturity of more than two
  years but not more than three years:                     1.44

Type III Utility Bonds having a remaining
 term to maturity of more than three
  years but not more than four years:                      1.51

Type III Utility Bonds having a remaining
  term to maturity of more than four
  years but not more than five years:                      1.57

Type III Utility Bonds having a remaining
  term to maturity of more than five
  years but not more than seven years:                     1.67

Type III Utility Bonds having a remaining
  term to maturity of more than seven
  years but not more than ten years:                       1.77


                                       10
<PAGE>

<CAPTION>

<S>                                                       <C>
Type III Utility Bonds having a remaining
  term to maturity of more than ten
  years but not more than 15 years:                        1.84

Type III Utility Bonds having a remaining
  term to maturity of more than 15
  years but not more than 20 years:                        1.92

Type III Utility Bonds having a remaining
  term to maturity of more than 20
  years but not more than 30 years:                        1.95

Type IV Utility Bonds having a remaining
  term to maturity of one year or less:                    1.36

Type IV Utility Bonds having a remaining
  term to maturity of more than one year
  but not more than two years:                             1.44

Type IV Utility Bonds having a remaining
  term to maturity of more than two years
  but not more than three years:                           1.50

Type IV Utility Bonds having a remaining
term to maturity of more than three years
  but not more than four years:                            1.57

Type IV Utility Bonds having a remaining
term to maturity of more than four years
  but not more than five years:                            1.63

Type IV Utility Bonds having a remaining
  term to maturity of more than five
  years but not more than seven years:                     1.74

Type IV Utility Bonds having a remaining
  term to maturity of more than seven
  years but not more than ten years:                       1.83

Type IV Utility Bonds having a remaining
  term to maturity of more than ten
  years but not more than 15 years:                        1.92

Type IV Utility Bonds having a remaining
  term to maturity of more than 15
  years but not more than 20 years:                        2.02

Type IV Utility Bonds having a remaining
  term to maturity of more than 20
  years but not more than 30 years:                        2.03

Type I Utility Stocks                                      2.00





                                       11
<PAGE>





<CAPTION>
                                                   Discount
                                                    Factor
                                                   (Fixed        (Adjustable
                                                    Rate
FHLMC or FNMA Certificate                         Mortgages)      Mortgage)
-------------------------                         ----------     -----------
<S>                                                  <C>             <C>
FHLMC or FNMA Certificates with interest rates
less than 6% but equal to or greater than 5%:        1.71            1.68

FHLMC or FNMA Certificates with interest rates
less than 7% but equal to or greater than 6%:        1.66            1.68

FHLMC or FNMA Certificates with interest rates
less than 8% but equal to or greater than 7%:        1.61            1.68

FHLMC or FNMA Certificates with interest rates
less than 9% but equal to or greater than 8%:        1.57            1.68

FHLMC or FNMA Certificates with interest rates
less than 10% but equal to or greater than 9%:       1.52            1.68

FHLMC or FNMA Certificates with interest rates
less than 11% but equal to or greater than 10%:      1.49            1.68

FHLMC or FNMA Certificates with interest rates
less than 12% but equal to or greater than 11%:      1.45            1.68

FHLMC or FNMA Certificates with interest rates
less than 13% but equal to or greater than 12%:      1.43            1.68

FHLMC or FNMA Certificates with interest rates
equal to or greater than 13%:                        1.40            1.68




                                       12
<PAGE>




<CAPTION>

                                                   Discount
GNMA Certificates                                   Factor
-----------------                                  --------
<S>                                                  <C>
GNMA Certificates with interest rates less
than 6% but equal to or greater than 5%:             1.63

GNMA Certificates with interest rates less
than 7% but equal to or greater than 6%:             1.57

GNMA Certificates with interest rates less
than 8% but equal to or greater than 7%:             1.52

GNMA Certificates with interest rates less
than 9% but equal to or greater than 8%:             1.48

GNMA Certificates with interest rates less
than 10% but equal to or greater than 9%:            1.45

GNMA Certificates with interest rates less
than 11% but equal to or greater than 10%:           1.43

GNMA Certificates with interest rates less
than 12% but equal to or greater than 11%:           1.40

GNMA Certificates with interest rates less
than 13% but equal to or greater than 12%:           1.38

GNMA Certificates with interest rates
equal to or greater than 13%:                        1.36

GNMA Certificates with adjustable interest rates:    1.64

FHLMC Multifamily Securities:                         (2)

FHLMC and FNMA Certificates with variable
interest rates:                                       (4)

GNMA Graduated Payment Securities (seasoned):         (3)

Conventional Mortgage Pass-Through Certificates:      (5)

U.S. Government Obligations having a remaining
term to maturity of up to one year:                  1.09

U.S. Government Obligations having a remaining
term to maturity of more than one year but not
more than two years:                                 1.15

U.S. Government Obligations having a remaining
term to maturity of more than two years but not
more than three years:                               1.20




                                       13
<PAGE>




U.S. Government Obligations having a remaining
term to maturity of more than three years but not
more than four years:                                1.27

U.S. Government Obligations having a remaining
term to maturity of more than four years but not
more than five years:                                1.32

U.S. Government Obligations having a remaining
term to maturity of more than five years but not
more than seven years:                               1.41

U.S. Government Obligations having a remaining
term to maturity of more than seven years but not
more than 10 years:                                  1.49

U.S. Government Obligations having a remaining
term to maturity of more than 10 years but not
more than 15 years:                                  1.56

U.S. Government Obligations having a remaining
term to maturity of more than 15 years but not
more than 20 years:                                  1.64

U.S. Government Obligations having a remaining
term to maturity of more than 20 years but not
more than 30 years:                                  1.65

Cash and Short Term Money Market Instruments:        1.00

-----------------------
(1)   In the case of Eligible Portfolio Property rated by S&P but not by
      Moody's, the Discount Factor Supplied by Moody's shall be the
      Discount Factor Supplied by Moody's applicable to Eligible Portfolio
      Property with a corresponding maturity but of the next lower rating
      category (e.g., a bond rated AAA by S&P but not rated by Moody's
      shall have a Discount Factor Supplied by Moody's equal to a bond of
      comparable maturity rated Aa by Moody's).

(2)   The applicable Discount Factor set forth under "FHLMC or FNMA
      Certificates" above.

(3)   The same Discount Factor shall apply in the case of GNMA Graduated
      Payment Securities as applies to GNMA Certificates with fixed
      interest rates determined at the point the certificates become
      seasoned.

(4)   The Discount Factor determined therefor in writing by Moody's.

(5)   The Discount Factor determined therefor in writing by Moody's. In the
      event such asset is not rated Aa or better by Moody's, such asset
      shall have a Discounted Value of zero.
</TABLE>



                                       14
<PAGE>



           Notwithstanding the foregoing, for so long as is required by
Moody's to maintain its then-current credit rating of the RP, the Discount
Factor Supplied by Moody's with respect to Eligible Portfolio Property sold
pursuant to a reverse repurchase agreement with a remaining term to
maturity of more than 25 days on the date of determination of the
Discounted Value of such Eligible Portfolio Property shall be the
then-current discount factor provided by Moody's to the Corporation in
writing for the purpose of such determination.

           The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the initial Discount Factor
Supplied by Moody's listed above applied to calculate the Discounted Value
of any item of Eligible Portfolio Property or may specify from time to time
a Discount Factor Supplied by Moody's for any asset constituting Eligible
Portfolio Property if the Board of Directors determines and Moody's advises
the Corporation in writing that such adjustment, modification, alteration,
change or specification will not adversely affect Moody's then-current
rating of the RP.

           "Discounted Value," with respect to any asset held by the
Corporation as of any date, means the quotient of the Market Value of such
asset divided by the applicable Discount Factor Supplied by S&P (provided
that, in the event the Corporation has written a call option on such asset,
the Discounted Value of such asset shall be zero) or the quotient of the
Market Value of such asset divided by the applicable Discount Factor
Supplied by Moody's (provided that, in the event the Corporation has
written a call option on such asset, the Discounted Value of such asset
shall mean the quotient of the lower of the Market Value of such asset and
the exercise price of such call option divided by the applicable Discount
Factor Supplied by Moody's), as the case may be, provided that in no event
shall the Discounted Value of any asset constituting Eligible Portfolio
Property as of any date exceed the unpaid principal balance or face amount
of such asset as of that date. With respect to the calculation of the
Discounted Value of any Utility Bond included in the Corporation's Eligible
Portfolio Property, such calculation shall be made using the criteria set
forth in the definitions of Utility Bonds and Market Value. With respect to
the calculation of the Discounted Value of any Utility Stock included in
the Corporation's Eligible Portfolio Property, such calculation shall be
made using the criteria set forth in the definitions of Utility Stocks and
Market Value. With respect to the calculation of the aggregate Discounted
Value of the Corporation's Eligible Portfolio Property for comparison with
the RP Basic Maintenance Amount, such aggregate Discounted Value shall be
the aggregate Discounted Value calculated using the Discount Factors
Supplied by S&P or the aggregate Discounted Value calculated using the
Discount Factors Supplied by Moody's whichever aggregate Discounted Value
is lower; provided that, in calculating for such purpose the aggregate
Discounted Value of the Corporation's Eligible Portfolio Property using the
applicable Discount Factor Supplied by Moody's, the amount of Utility
Stocks issued by public utility companies with nuclear facilities under
construction (as determined by the Adviser) which may be included in such
calculation shall be limited to five percent of the Market Value of the
Corporation's Eligible Portfolio Property. Notwithstanding any other
provision of these Articles Supplementary, any Utility Bond that has a
remaining term to maturity of more than 30 years, and any asset as to which
there is no Discount Factor Supplied by Moody's or Discount Factor Supplied
by S&P either in these Articles Supplementary or in an amendment or



                                       15
<PAGE>



supplement hereof, shall have a Discounted Value for purposes of
determining the aggregate Discounted Value of the Corporation's Eligible
Portfolio Property calculated using the Discount Factor Supplied by Moody's
or S&P, as the case may be, of zero.

           "Divided Coverage Amount," as of any Valuation Date, means (a)
the aggregate amount of cash dividends that will accumulate on shares of RP
to (but not including) the Dividend Payment Date that follows such
Valuation Date less (b) the Combined value of any Deposit Securities
irrevocably deposited by the Corporation for the payment of cash dividends
on the RP.

           "Dividend Coverage Assets," as of any date of determination,
means Deposit Securities with maturity dates not later than the day
preceding the next Dividend Payment Date; provided, that, if the applicable
date of determination is a Dividend Payment Date, any Deposit Securities to
be applied to the dividends payable on the RP on such date shall not be
included in Dividend Coverage Assets.

           "Dividend Payment Date" means the day after the last day of the
applicable Dividend Period; provided that, if any such date shall not be a
Business Day, the Dividend Payment Date shall be the Business Day next
succeeding such day.

           "Dividend Period" means, with respect to any share of RP, the
Initial Dividend Period for such share and thereafter a period which shall
commence on each (but not the final) Dividend Payment Date for such share
(which, except during a Non-Payment Period, shall be a Settlement Date for
such share). Each such subsequent Dividend Period for such share will
comprise, beginning with and including the day upon which it commences, 49
consecutive days (or such other number of consecutive days as are specified
by the Board of Directors in the event of a change in law altering the
Minimum Holding Period, as provided herein). Notwithstanding the foregoing,
any adjustment of the remarketing schedule by the Remarketing Agent which
includes an adjustment of a Settlement Date shall lengthen or shorten the
related Dividend Period by causing it to end on and include the day before
the Settlement Date as so adjusted.

           "Dividend Reset Date" means any date on which the Remarketing
Agent (i) determines the Applicable Dividend Rate for the ensuing Dividend
Period, (ii) notifies holders, purchasers and tendering holders of shares
of RP by telephone, telex or otherwise of the results of the Remarketing
and (iii) announces such Applicable Dividend Rate.

           "Dividends-Received Deduction" means the deduction allowed to
corporate holders of certain preferred stock with respect to dividends
received on such stock by Section 243(a)(1) of the Code, or any successor
thereto.

           "Eligible Portfolio Property" shall include Utility Bonds,
Utility Stocks, cash, U.S. Government Obligations, Short Term Money Market
Instruments, FNMA Certificates, FHLMC Certificates, FHLMC Multifamily
Securities, GNMA Certificates, GNMA Multifamily Securities, GNMA Graduated
Payment Securities, Conventional Mortgage Pass-Through Certificates and any
other assets held by the Corporation that has been assigned a Discount
Factor by the Rating Agencies and is included within the definition of


                                       16
<PAGE>



Eligible Portfolio Property set forth herein or pursuant to an amendment or
supplement hereto.

           "Exchange Date" has the meaning set forth in paragraph 11, of
this Part I.

           "Exchange Event" has the meaning set forth in paragraph 11 of
this Part I.

           "FHLMC" means the Federal Home Loan Mortgage Corporation created
by Title III of the Emergency Home Finance Act of 1970, and includes any
successor thereto.

           "FHLMC Certificate" means a mortgage participation certificate
in physical or book-entry form, the timely payment of interest on and the
ultimate collection of principal of which is guaranteed by FHLMC, and which
evidences a proportional undivided interest in, or participation interest
in, specified pools of fixed-, variable- or adjustable-rate, level payment
fully amortizing mortgage loans secured by first-priority mortgages on one-
to four-family residences.

           "FHLMC Multifamily Security" means a "Plan B Multifamily
Security" in physical or book-entry form, the timely payment of interest on
and the ultimate collection of principal of which is guaranteed by FHLMC,
and which evidences a proportional undivided interest in, or participation
interest in, specified pools of fixed-, variable- or adjustable-rate level
payment fully amortizing mortgage loans secure by first-priority mortgages
on multi-family residences, the inclusion of which in the Eligible
Portfolio Property will not, in and of itself, impair or cause the RP to
fail to retain the ratings assigned to the RP by the Rating Agencies, as
evidenced by letters to such effect delivered to the Corporation by the
Rating Agencies.

           "FNMA" means the Federal National Mortgage Association, a United
States Government-sponsored private corporation established pursuant to
Title VIII of the Housing and Urban Development Act of 1968, and includes
any successor thereto.

           "FNMA Certificate" means a mortgage pass-through certificate in
physical or book-entry form, the full and timely payment of principal of
and interest on which is guaranteed by FNMA, and which evidences a
proportional undivided interest in specified pools of fixed-, variable- or
adjustable-rate, level payment fully amortizing mortgage loans secured by
first-priority mortgages on single-family and multi-family residences.

           "GNMA" means the Government National Mortgage Association, and
includes any successor thereto.

           "GNMA Certificate" means a fully modified pass-through
certificate in physical or book-entry form, the full and timely payment of
principal of and interest on which is guaranteed by GNMA and which
evidences a proportional undivided interest in specified pools of fixed-,
variable- or adjustable-rate, level payment fully amortizing mortgage loans
secured by first-priority mortgages on single-family and multi-family
residences.



                                       17
<PAGE>



           "GNMA Graduated Payment Security" means a fully modified
pass-through certificate in physical or book-entry form, the full and
timely payment of principal of and interest on which is guaranteed by GNMA,
which obligation is backed by the full faith and credit of the United
States, and which evidences a proportional undivided interest in specified
pools of graduated payment mortgage loans with payments that increase
annually at a predetermined rate for up to the first five or ten years of
the mortgage loan and that are secured by first-priority mortgages on one-
to four-unit residences.

           "Holder" means, with respect to any share of RP, unless the
context otherwise requires, the person whose name appears on the stock
transfer books of the Corporation as the registered holder of such share.

           "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 Securities Act of 1933, as amended.

           "Initial Dividend Period" means, with respect to any share of
RP, the period commencing on and including the Date of Original Issue of
such share and ending on the day prior to the Initial Dividend Payment
Date.

           "Interest Equivalent" means a yield on a 360-day basis of a
discount basis security which is equal to the yield on an equivalent
interest-bearing security.

           "Market Value" means, initially, the amount determined with
respect to specific assets of the Corporation in the manner set forth
below:

                 (a) as to any Utility Bond, (i) the product of (A) the
      unpaid principal balance of such Utility Bond as of the Reporting
      Date, and (B)(1) if the Utility Bond is traded on a national
      securities exchange or quoted on the NASDAQ System, the last sales
      price reported on the date of valuation or (2) if there was no
      reported sales price on the date of valuation or if the Utility Bond
      is not traded on a national securities exchange or quoted on the
      NASDAQ System, the lower of two bid prices for such Utility Bond
      provided by two nationally recognized securities dealers with a
      minimum capitalization of $25 million or by one such securities
      dealer and any other source (provided that the utilization of such
      source would not adversely affect the ratings of the RP) to the
      custodian of the Corporation's assets, 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 custodian (provided that evidence of the bid quotes
      furnished by such custodian shall be provided to the Paying Agent and
      the Remarketing Agent by the Corporation with the related RP Basic
      Maintenance Report), plus (ii) accrued interest on such Utility Bond,
      or, if two bid prices cannot be obtained, such item of Eligible
      Portfolio Property shall have a Market Value of zero;



                                       18
<PAGE>



                 (b) as to any Utility Stock, (i) if the Utility Stock is
      traded on a national securities exchange or quoted on the NASDAQ
      System, the last sales price reported on the date of valuation or,
      (ii) if there was no reported sales price on the date of valuation,
      the lower of two bid prices for such Utility Stock provided by two
      nationally recognized securities dealers with a minimum
      capitalization of $25 million or by one such securities dealer and
      any other source (provided that the utilization of such source would
      not adversely affect the then-current ratings of the RP) to the
      custodian of the Corporation's assets, 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 custodian (provided that evidence of the bid quotes
      furnished by such custodian shall be provided to the Remarketing
      Agent by the Corporation with the related RP Basic Maintenance
      Report), or, if two bid prices cannot be obtained, such item of
      Eligible Portfolio Property shall have a Market Value of zero;

                 (c) the product of (i) as to GNMA Certificates, GNMA
      Graduated Payment Securities, GNMA Multifamily Securities, FNMA
      Certificates, FHLMC Certificates and FHLMC Multifamily Securities,
      the aggregate unpaid principal amount of the mortgage loans evidenced
      by each such certificate or security, as the case may be, which may
      include amounts shown on the most recent report related to the
      certificate or security received by the Corporation prior to the
      Reporting Date, and as to U.S. Government Obligations and Short Term
      Money Market Instruments (other than demand deposits, federal funds,
      bankers' acceptances and next Business Day's repurchase agreements),
      the face amount or aggregate principal amount of such U.S. Government
      Obligations or Short Term Money Market Instruments, as the case may
      be, and (ii) the lower of the bid prices for the same kind of
      certificates, securities or instruments, as the case may be, having,
      as nearly as practicable, comparable interest rates and maturities
      provided by two nationally recognized securities dealers having
      minimum capitalization of $25 million or by one such securities
      dealer and any other source (provided that the utilization of such
      source would not adversely affect the then-current ratings of the RP)
      to the custodian of the Corporation's assets, 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 custodian (provided that evidence of the bid quotes
      furnished by such custodian shall be delivered to the Remarketing
      Agent with the related RP Basic Maintenance Report), or, if two bid
      prices cannot be obtained, such item of Eligible Portfolio Property
      will have a Market Value of zero;

                 (d) as to Conventional Mortgage Pass-Through Certificates,
      the product of (i) the outstanding aggregate principal balance of the
      mortgage loans underlying such certificates as determined by the
      Corporation by any method which the Corporation believes reliable,
      which may include amounts based on verbal reports of the servicers of
      the related mortgage loans to the Corporation, as of the applicable
      Reporting Date and (ii) the dollar value of the lower of two bid
      prices per dollar of outstanding principal amount as


                                       19
<PAGE>


      of such applicable Reporting Date for such certificates, provided by
      two nationally recognized securities dealers having minimum
      capitalization of $25 million or by one such securities dealer and
      any other source (provided that the utilization of such source would
      not adversely affect the then-current ratings of the RP) to the
      custodian of the Corporation's assets, 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 custodian (provided that evidence of the bid quotes
      furnished by such custodian shall be delivered to the Remarketing
      Agent with the related RP Basic Maintenance Report), or, if two bid
      prices cannot be obtained, such item of Eligible Portfolio Property
      shall have a Market Value of zero; and

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

      The Board of Directors shall have the authority to adjust, modify,
alter or change from time to time the initial method of calculation of the
Market Value of an asset constituting Eligible Portfolio Property described
above and the Board of Directors may specify from time to time the method
for calculating the Market Value of any asset identified as Eligible
Portfolio Property if the Board of Directors of the Corporation determines
and the Rating Agencies advise the Corporation in writing that such
adjustment, modification, alteration, change or specification will not
adversely affect their then-current ratings of the RP.

           "Master Purchaser's Letter" means a letter substantially in the
form of Appendix B to the Corporation's prospectus relating to the shares
of RP, or such other form as may be approved by the Remarketing Agent,
which is required to be executed by each purchaser of shares of RP.

           "Maximum Dividend Rate" for any Dividend Period at any Dividend
Reset Date shall apply to a cash dividend, and be the Applicable Percentage
of the applicable "AA" Composite Commercial Paper Rate. The Applicable
Percentage shall vary with the lower of the credit rating or ratings
assigned to the shares of RP by Moody's and S&P (or if Moody's or S&P or
both shall not make such rating available, the equivalent of either or both
of such ratings by a Substitute Rating Agency or two Substitute Rating
Agencies or, in the event that only one such rating shall be available,
such rating) on each Dividend Reset Date as follows:



                                       20
<PAGE>





             Credit Ratings                             Applicable Percentage
------------------------------------------              ---------------------

    Moody's                    S&P
    -------                    ---
"aa3" or higher            AA- or higher                         110%

 "a3" to "a1"                 A- to A+                           125%

"baa3" to "baa1"            BBB- to BBB+                         150%

  Below "baa3"               Below BBB-                          200%


      The Remarketing Agent shall round each applicable Maximum Dividend
Rate to the nearest one-thousandth (0.001) of one percent per annum, with
any such number ending in five ten-thousandths (0.005) of one percent being
rounded upwards to the nearest one-thousandth (0.001) of one percent. The
Remarketing Agent shall not round the applicable "AA" Composite Commercial
Paper Rate as part of their calculation of any Maximum Dividend Rate.

           "Minimum Holding Period" means 46 days or such other minimum
holding period required for corporate taxpayers to be entitled to the
Dividends-Received Deduction as provided in Section 246(c) of the Code or
any successor thereto.

           "Minimum Liquidity Level is met" means, as of any date of
determination, that the aggregate Market Value of the Dividend Coverage
Assets equals or exceeds the Dividend Coverage Amount.

           "Moody's" means Moody's Investors Service, Inc.; and includes
any successor thereto.

           "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.

           "NASDAQ System" has the meaning set forth under "Type I Utility
Stocks" below.

           "1940 Act RP Asset Coverage" means asset coverage, as defined in
section 18(h) of the 1940 Act, of at least 200% of the aggregate
liquidation preference with respect to all outstanding senior securities of
the Corporation which are stock, including all outstanding shares of RP and
Other RP (or such other asset coverage as may 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 paying dividends
on its common stock).

           "1940 Act Cure Date," with respect to the failure by the
Corporation to maintain the 1940 Act RP Asset Coverage (as required by
paragraph 7 of this Part I) as of the last day of each month, means the
last Business Day of the following such month.



                                       21
<PAGE>




           "Non-Payment Period" means any period beginning on and including
the day on which the Corporation shall fail to (i) declare, prior to 12:00
noon, New York City time, on the second Business Day preceding any Dividend
Payment Date for any shares of RP, for payment on such Dividend Payment
Date to the Beneficial Owners of such shares of RP as of 12:00 noon, New
York City time, on the Business Day preceding such Dividend Payment Date,
the full amount of any dividend on such shares of RP payable on such
Dividend Payment Date or (ii) deposit, irrevocably in trust, in same-day
funds, with the Paying Agent by 12:00 noon, New York City time, (A) on any
Dividend Payment Date the full amount of any declared cash dividend
(whether or not earned) payable on such Dividend Payment Date or (B) on any
redemption date for any shares of RP, the redemption price of such shares
of $100,000 per share plus the full amount of any cash dividends thereon
(whether or not earned or declared) accumulated but unpaid to such
redemption date after a Notice of Redemption with respect to such shares of
RP has been given pursuant to paragraph 4(e) of Part I hereof, and ending
on and including the Business Day on which, by 12:00 noon, New York City
time, all unpaid cash dividends and unpaid redemption prices shall have
been so deposited or shall have otherwise been made available to Beneficial
Owners in same-day funds; provided that a Non-Payment Period shall not end
during the first seven days thereof unless the Corporation shall have given
at least three days' written notice to the Paying Agent, the Remarketing
Agent and the Securities Depository and thereafter shall not end unless the
Corporation shall have given at least fourteen days' written notice to the
Paying Agent, the Remarketing Agent, the Securities Depository and all
Beneficial Owners.

           "Non-Payment Period Rate" means, initially, 200% of the
applicable "AA" Composite Commercial Paper Rate, provided that the Board of
Directors shall have the authority to adjust, modify, alter or change from
time to time the initial Non-Payment Period Rate if the Board of Directors
determines and the Rating Agencies advise the Corporation in writing that
such adjustment, modification, alteration or change will not adversely
affect their then-current ratings on the RP.

           "Notice of Redemption" means any notice with respect to the
redemption of shares of RP pursuant to paragraph 4 of this Part I.

           "Other RP" means the remarketed preferred stock of the
Corporation, other than the RP.

           "Paying Agent" means Bankers Trust Company, or any successor
company or entity, which has entered into a Paying Agent Agreement with the
Corporation to act for the Corporation, among other things, as the transfer
agent, registrar, dividend and redemption price disbursing agent,
settlement agent and agent for certain notifications in connection with the
shares of RP in accordance with such agreement.

           "Paying Agent Agreement" means an agreement to be entered into
between the Corporation and the Paying Agent.

           "Permitted Tax Liens" means liens for general and special taxes
and assessments on the property in question.

           "Preferred Stock" means the preferred stock of the Corporation,
and includes RP and Other RP.


                                       22
<PAGE>




           "Projected Dividend Amount" for the RP and the Other RP shall
mean, initially, if the date of determination is a Valuation Date, the
amount of cash dividends, based on the number of shares of RP and the Other
RP outstanding on such Valuation Date, projected to accumulate on such
shares from such Valuation Date until the 70th day after such Valuation
Date, at the following dividend rates:

                (a) If the Valuation Date is the Date of Original Issue or
      a Dividend Payment Date (which terms, for purposes of this
      definition, shall refer to the equivalent date in the case of Other
      RP), (i) for the Dividend Period beginning on the Date of Original
      Issue or such Dividend Payment Date and ending on (but not including)
      the first following Dividend Payment Date, the Applicable Dividend
      Rate (which terms, for purposes of this definition, shall refer to
      the equivalent date in the case of Other RP) in effect on such
      Valuation Date, and (ii) for the period beginning on (and including)
      the first following Dividend Payment Date and ending on (and
      including) the 70th day following such Valuation Date, the product of
      2.32 and (x) the Maximum Dividend Rate (which terms, for purposes of
      this definition, shall refer to the equivalent date in the case of
      Other RP) on the Date of Original Issue (in the case of the Date of
      Original Issue) or (y) the Maximum Dividend Rate as of the last
      occurring Settlement Date or, in the case of Other RP, the equivalent
      date (in the case of any Dividend Payment Date); and

                 (b) If such Valuation Date is not the Date of Original
      Issue or a Dividend Payment Date, (i) for the period beginning on
      such Valuation Date and ending on (but not including) the first
      following Dividend Payment Date, the Applicable Dividend Rate in
      effect on such Valuation Date, and (ii) for the period beginning on
      (and including) the first following Dividend Payment Date and ending
      on (but not including) the sooner of the second following Dividend
      Payment Date or the 71st day following such Valuation Date, the
      product of 2.32 and (x) the Maximum Dividend Rate on the Date of
      Original Issue (in the case of a Valuation Date occurring prior to
      the first Settlement Date) or (y) the Maximum Dividend Rate on the
      last occurring Settlement Date or, in the case of Other RP, the
      equivalent date (in the case of any other Valuation Date) and (iii)
      for the period, if any, beginning on (and including) the second
      following Dividend Payment Date and ending on (but not including) the
      71st day following such Valuation Date, the product of 3.20 and the
      rate specified in clause (x) or (y) above.

      If the date of determination is not a Valuation Date, then the
Projected Dividend Amount on such date of determination shall equal the
Projected Dividend Amount therefor on the immediately preceding Valuation
Date, adjusted to reflect any decrease in the number of shares of RP and
Other RP outstanding. The Board of Directors shall have the authority to
adjust, modify, alter or change from time to time the initial bases for the
calculation of the Projected Dividend Amount if the Board of Directors
determines and the Rating Agencies shall have advised the Corporation in
writing that such adjustment, modification, alteration or change would not
adversely affect their then-current ratings of the RP.

           "Quarterly Valuation Date" means, for so long as any shares of
RP are outstanding, the last Business Day of March, June, September and


                                       23
<PAGE>



December of each year, commencing December 31, 1988, or, if such day is not
a Valuation Date, the next preceding Valuation Date.

           "Rating Agencies" means S&P and Moody's for so long as S&P and
Moody's issue ratings for the RP, and, at such time as S&P and/or Moody's
no longer issues a rating for the RP, the Substitute Rating Agency or
Substitute Rating Agencies, as the case may be.

           "Remarketing" means each periodic operation of the process for
remarketing shares of RP as described in Part II hereof.

           "Remarketing Agent" means MLPF&S and any additional or successor
companies or entities which have entered into an agreement with the
Corporation to carry out the remarketing procedures for the purpose of
determining the Applicable Dividend Rates.

           "Reporting Date," with respect to any price referred to in the
definition of the Market Value of an item of Eligible Portfolio Property,
shall mean the date as of which the Market Value of such item of Eligible
Portfolio Property is to be determined or, if no such price is available as
provided above under "Market Value" for such date, the next closest prior
date as of which such price is so available; provided that, no such price
shall be deemed to be available as of a Reporting Date if such price is not
available as of a date within five Business Days next preceding the date as
of which the determination of such Market Value is to be made.

           "Required Documentation," with respect to a mortgage loan
underlying a Conventional Mortgage Pass-Through Certificate means:

                 (a) the mortgage note or other evidence of indebtedness
      secured by the mortgage endorsed without recourse in blank or other
      trustee or other custodian and accompanied by an assignment thereof;

                 (b) the mortgage, deed of trust, deed to secure debt or
      similar security instruments encumbering real property or related
      documentation, with evidence of recording or filing thereof, in each
      case accompanied by assignments thereof, executed in blank or to the
      trustee or other custodian, in recordable form as may be appropriate
      in the jurisdiction where the property is located and evidence that
      such assignment has been recorded in the name of the trustee or other
      custodian, and such trustee or other custodian receives an opinion of
      counsel (containing only such exceptions as may be permissible under
      the indenture or other agreement pursuant to which the mortgage loan
      is pledged to the trustee in connection with the related Conventional
      Mortgage Pass-Through Certificate) to the effect that,
      notwithstanding that the assignment of the mortgage has not been
      recorded, the actions taken with respect to the mortgage loan are
      sufficient to permit the trustee or other custodian to avail itself
      of all protection available under applicable law against the claims
      of any present or future creditors of the issuer, and are sufficient
      to prevent any other sale, transfer, assignment, pledge or
      hypothecation of the mortgage and the related mortgage note by the
      issuer from being enforceable, or will create a valid assignment of
      and a valid and perfected lien upon and security interest in a
      mortgage and related mortgage note, which lien and security interest
      is (except for the trustee's lien securing certain obligations of the


                                       24
<PAGE>




      issuer to the trustee as provided in the indenture pursuant to which
      the mortgage loan is pledged to the trustee in connection with the
      related Conventional Mortgage Pass-Through Certificate) prior in
      right to all other security interests therein created or perfected
      under the Uniform Commercial Code (as in effect in the jurisdiction
      where the property is located);

                 (c)  in the case of mortgage notes covered by private
      mortgage insurance, evidence that such mortgage notes are so insured;
      and

                 (d) a copy of the title insurance policy or an opinion or
      certificate of counsel stating that the mortgage constitutes a first
      lien on the premises described in such mortgage (which opinion or
      certificate may be subject to exceptions for Permitted Tax Liens and
      other matters to which like properties are commonly subject which
      neither individually nor in the aggregate materially interfere with
      the benefits of the security interest intended to be provided by such
      mortgage and standard exceptions and exclusions from mortgage title
      insurance policies).

           "Right" has the meaning set forth in paragraph 3(1) of this Part
I.

           "RP" means either the Remarketed Preferred Stock, Series A; the
Remarketed Preferred Stock, Series B; the Remarketed Preferred Stock,
Series C; the Remarketed Preferred Stock, Series D; or the Remarketed
Preferred Stock, Series E.

           "RP Basic Maintenance Amount" means, initially, as of any date,
the sum of (i) the aggregate liquidation preference of the shares of RP
outstanding and shares of Other RP outstanding, (ii) to the extent no
covered in (i), the aggregate amount of accumulated but unpaid cash
dividends with respect to the shares of RP outstanding and shares of Other
RP outstanding, (iii) any Rights due and payable and any equivalent rights
to receive cash with respect to Other RP which are due and payable, (iv)
the principal amount of the Corporation's loan from the Aid Association for
Lutherans then outstanding, (v) an amount equal to accrued but unpaid
interest on the principal amount of the Corporation's loan from the Aid
Association For Lutherans then outstanding, (vi) the aggregate principal
amount of, and an amount equal to accrued but unpaid interest on, any other
then outstanding indebtedness of the Corporation for money borrowed, (vii)
the aggregate Projected Dividend Amount, (viii) redemption premium, if any,
and (ix) the greater of $200,000 or an amount equal to projected expenses
of the Corporation for the next three month period. The Board of Directors
shall have the authority to adjust, modify, alter or change from time to
time the initial elements comprising the RP Basic Maintenance Amount if the
Board of Directors determines and the Rating Agencies advise the
Corporation in writing that such adjustment, modification, alteration or
change will not adversely affect their then-current ratings on the RP.

           "RP Basic Maintenance Cure Date," with respect to the failure by
the Corporation to maintain the RP Basic Maintenance Amount (as required by
paragraph 8 of this Part I) as of each Valuation Date, means the eighth
Business Day following such Valuation Date.



                                       25
<PAGE>



           "RP Basic Maintenance Report" means a report signed by the
President, the Treasurer, any Senior Vice President or any Vice President
of the Corporation which sets forth, as of the related Valuation Date, the
assets of the Corporation, the Market Value and the Discounted Value
thereof (seriatum and in the aggregate), and the RP Basic Maintenance
Amount.

           "S&P" means Standard & Poor's Corporation, and includes any
successor thereto.

           "Securities Depository" means The Depository Trust Company, a
securities depository, or any successory company or other entity selected
by the Corporation for the shares of RP that agrees to follow the
procedures required to be followed by such securities depository in
connection with the shares of RP.

           "Service" means the Internal Revenue Service.

           "Settlement Date" means any date on which (i) a new Dividend
Period begins, and (ii) shares of RP which have been tendered and sold in a
Remarketing are delivered through the Securities Depository.

           "Short Term Money Market Instruments" means the following kinds
of instruments, if on the date of purchase or other acquisition by the
Corporation of any such instrument the remaining term to maturity thereof
is not more than 30 days:

                 (a) demand deposits in, certificates of deposit of,
      bankers' acceptances issued by, or federal funds sold to, any
      depository institution, the deposits of which are insured by the
      Federal Deposit Insurance Corporation (or any successor thereto) or
      the Federal Savings and Loan Insurance Corporation (or any successor
      thereto), provided that, at the time of the Corporation's investment
      therein, the commercial paper or other unsecured short-term debt
      obligations of such depository institution are rated at least A-1+ by
      S&P and Prime-1 by Moody's;

                 (b) repurchase obligations with respect to a U.S.
      Government Obligation, FNMA Certificate, FHLMC Certificate or GNMA
      Certificate entered into with a depository institution, the deposits
      of which are insured by the Federal Deposit Insurance Corporation (or
      any successor thereto) or the Federal Savings and Loan Insurance
      Corporation (or any successor thereto) and the commercial paper or
      other unsecured short-term debt obligations of which are rated at
      least A-1+ by S&P and Prime-1 by Moody's, which must be repurchased
      within one Business Day from the date such repurchase obligation was
      entered into; and

                 (c) commercial paper rated at the time of the
      Corporation's investment therein at least A-1+ by S&P and Prime-1 by
      Moody's.

           "Substitute Commercial Paper Dealers" means such Substitute
Commercial Paper Dealer or Dealers as the Corporation may from time to time
appoint or, in lieu of any thereof, their respective affiliates or
successors.


                                       26
<PAGE>



           "Substitute Rating Agency" and "Substitute Rating Agencies" mean
a nationally recognized statistical rating organization or two nationally
recognized statistical rating organizations, respectively, selected by the
Corporation to act as the substitute rating agency or substitute rating
agencies, as the case may be, to determine the credit ratings of the shares
of RP.

           "Tender and Dividend Reset" means the process pursuant to which
shares of RP may be tendered or deemed tendered in a Remarketing or held
and become subject to the new Applicable Dividend Rate determined by the
Remarketing Agency in such Remarketing.

           "Tender Date" means any date on which (i) each holder of shares
of RP must provide to the Remarketing Agent irrevocable telephonic notice
of intent to tender shares of RP in a Remarketing, and (ii) such
Remarketing formally commences.

           "Type A Utility Bonds" as of any date means Utility Bonds rated
A- or higher by S&P.

           "Type B Utility Bonds" as of any date means (a) Utility Bonds
held by the Corporation at such date and continuously since at least
September 30, 1988 which are rated from BBB- to BBB+ by S&P or (b) Utility
Bonds rated BBB- to BBB+ by S&P provided that the Utility Bonds rated BBB-
shall be limited to twenty-five percent of the Market Value of the
Corporation's Eligible Portfolio Property.

           "Type I Utility Bonds" as of any date means Utility Bonds rated
Aaa by Moody's.

           "Type II Utility Bonds" as of any date means Utility Bonds rated
Aa3 to Aa1 by Moody's.

           "Type III Utility Bonds" as of any date means Utility Bonds
rated A3 to A1 by Moody's.

           "Type IV Utility Bonds" as of any date means Utility Bonds rated
Baa3 to Baa1 by Moody's.

           "Type A Utility Stocks" as of any date means Utility Stocks
which are traded on the New York Stock Exchange, Inc. or the American Stock
Exchange, Inc., are currently paying cash dividends, and have been issued
by public utility companies having debt obligations outstanding with
implied senior debt ratings from S&P of A- or higher.

           "Type B Utility Stocks" as of any date means (a) Utility Stocks
which are traded on the New York Stock Exchange, Inc. or the American Stock
Exchange, Inc., are currently paying cash dividends, are held by the
Corporation at such date and continuously since at least September 30, 1988
and have been issued by public utility companies having debt obligations
outstanding with implied senior debt ratings from S&P of BBB- to BBB+ or
(b) Utility Stocks which are traded on the New York Stock Exchange, Inc. or
the American Stock Exchange, Inc., are currently paying cash dividends and
have been issued by public utility companies having debt obligations
outstanding with implied senior debt ratings from S&P from BBB- to BBB+
provided that Utility Stocks issued by public utility companies having debt


                                       27
<PAGE>



obligations outstanding with implied senior debt ratings from S&P of BBB-
shall be limited to twenty-five percent of the Market Value of the
Corporation's Eligible Portfolio Property.

           "Type I Utility Stocks" as of any date means Utility Stocks
which are traded on the New York Stock Exchange, Inc. or the American Stock
Exchange, Inc. or are quoted on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") System and have been issued by
public utility companies having debt obligations outstanding with senior or
subordinated debt ratings from Moody's of Baa3 or higher.

           "U.S. Government Obligations" means direct obligations of the
United States, provided that such direct obligations are entitled to the
full faith and credit of the United States and that any such obligations,
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.

           "Utility Bonds" means, initially, corporate debt obligations
issued by state regulated public utility companies rated from BBB- to AAA
by S&P and from Baa3 to Aaa by Moody's, which corporate debt obligations
(a) provide for the periodic payment of interest thereon in cash in U.S.
dollars, (b) do not provide for conversion or exchange into equity capital
at any time over their respective lives, (c) have been registered under the
Securities Act of 1933, as amended, and (d) have not had notice given in
respect thereof that any such corporate debt obligations are the subject of
an offer by the issuer thereof of exchange or tender for cash, securities
or any other type of consideration. In addition, so long as the shares of
RP are rate by S&P or Moody's, no corporate debt obligation held by the
Corporation shall be deemed a Utility Bond (i) if it fails to meet the
criteria in column (1) below or (ii) to the extent (but only to the
proportionate extent) the acquisition or holding thereof by the Corporation
causes the Corporation to exceed any applicable limitation set forth in
column (2) below in the event the shares of RP are rated by S&P or column
(2), (3) or (4) below in the event the shares to RP are rated by Moody's as
of any relevant date of determination (provided that, in the event that the
Corporation shall exceed any such limitation, the Corporation shall
designate, in its sole discretion, the particular Utility Bond(s) and/or
portions thereof which shall be deemed to have caused the Corporation to
exceed such limitation):


                                       28

<PAGE>

<TABLE>
<CAPTION>
                   Column (1)     Column(2)     Column(3)      Column(4)

                                                                Maximum Percent
                                                Maximum         of Market
                                                Percent of      Value
                                                Market Value    of Corpora-
                                                of Corpora-     tion's Assets
                                                tion's Assets,  Including
S&P and                       Maximum Percent   Including Eli-  Eligible
Moody's                       of Market Value   gible Portfolio Portfolio
Rating of                     of Eligible       Property,       Property,
Utility      Minimum          Portfolio         Issued by       Issued
Bonds or     Original         Property          Issuers in any  by Issuers
Debt Obli-   Issue Size of    Issued by any     One Industry    Regulated by
gations (1)  Each Issue(2)    One Issuer(3)     Category(4)     any One (5)
----------   ---------------- ----------------  --------------  ------------

             ($ in millions)    S&P   Moody's
                                ---   -------
<S>              <C>           <C>     <C>        <C>              <C>
                 $100          10.0%   100.0%     100.0%           100.0%
                  100          10.0     20.0       60.0             20.0
                  100          10.0     10.0       50.0             10.0
                  100           5.0      4.0       50.0              7.0


--------------------------

(1)   Rating designations include (+) or (-) modifiers to the S&P rating
      where appropriate. Rating designations include modifiers of 1 to 3 to
      the Moody's rating where appropriate.

(2)   This restriction is applicable only to Utility Bonds.

(3)   The referenced S&P percentages represent maximum percentages only for
      the related S&P rating category. The referenced Moody's percentages
      represent maximum cumulative totals only for the Moody's rating
      category and each lower Moody's rating category.

(4)   The referenced percentages represent maximum cumulative totals only
      for the related Moody's rating category and each lower Moody's rating
      category. There are two industry categories -- telecommunications and
      all other utilities.

(5)   Referenced percentages represent maximum cumulative totals only for
      the related Moody's and each lower Moody's rating category.

</TABLE>

      The Board of Directors shall have the authority to adjust, modify,
alter or change from time to time the assets (and/or the characteristics
thereof) included initially within the definition of Utility Bonds for
purposes of determining compliance with the RP Basic Maintenance Amount if
the Board of Directors determines and the Rating Agencies advise the


                                       29
<PAGE>



Corporation in writing that such adjustment, modification, alteration or
change will not adversely affect their then-current ratings of the RP.

           "Utility Stocks" means, initially, common stocks issued by state
regulated public utility companies having debt obligations outstanding with
senior debt ratings of BBB to AAA from S&P or subordinated debt ratings of
BBB- to AAA from S&P and senior or subordinated debt ratings of Baa3 to Aaa
from Moody's, which debt obligations have been registered under the
Securities Act of 1933, as amended ("Debt Obligations"). In addition, so
long as the shares of RP are rated by S&P or Moody's, no common stock held
by the Corporation shall be deemed a Utility Stock to the extent (but only
to the proportionate extent) the acquisition or holding thereof by the
Corporation causes the Corporation to exceed any applicable limitation set
forth in column (2) of the table set forth in "Utility Bonds" above in the
event the shares of RP are rated by S&P or column (2), (3) or (4) of such
table in the event the shares of RP are rated by Moody's as of any relevant
date of a termination (provided that, in the event that the Corporation
shall exceed any such limitation, the Corporation shall designate, in its
sole discretion, the particular Utility Stock(s) and/or portions thereof
which shall be deemed to have caused the Corporation to exceed such
limitation). The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the assets (and/or the
characteristics thereof) initially included within the definition of
Utility Stocks for purposes of determining compliance with the RP Basic
Maintenance Amount if the Board of Directors determines and the Rating
Agencies advise the Corporation in writing that such adjustment,
modification, alteration or change will not adversely affect their
then-current ratings of the RP.

           "Valuation Date" means (i) the fifteenth day of each month or,
if such day is not a Business Day, the next succeeding Business Day, and
(ii) the last Business Day of each month (or, in the case of the first
Valuation Date, a date selected by the Corporation within fifteen days
after the Original Issue Date).

           "Voting Period" has the meaning set forth in paragraph 6(b) of
this Part I.

      2.   Fractional Shares.  No fractional shares of RP shall be issued
or recognized by the Corporation.

      3. Dividends. (a) The Holders as of 12:00 noon, New York City time,
on the Business Day preceding the applicable Dividend Payment Dates, shall
be entitled to receive, when, as and if declared by the Board of Directors,
out of funds legally available transfer, cumulative dividends each
consisting of (i) cash at the Applicable Dividend Rate and (ii) a Right to
receive cash determined as set forth in paragraph 3(1) below and payable as
set forth therein. The Board of Directors shall designate, in accordance
with the applicable provisions of the Code, the cash dividends on the
shares of RP so declared and paid or payable and on the shares of Other RP
declared and payable for any fiscal year as qualifying for the
Dividends-Received Deduction in an amount equal to the lesser of (i) the
amount of the Corporation's income for such fiscal year which qualifies for
the Dividends-Received Deduction, or (ii) the amount of such cash
dividends.

                                       30
<PAGE>



      (b) Dividends on shares of RP shall accumulate from their Date of
Original Issue and will be payable, when, as and if declared by the Board
of Directors, on each Dividend Payment Date.

      (c) Each declared dividend, including each Right, shall be payable on
the applicable Dividend Payment Date to the Holder or Holders of such
shares of RP as set forth in paragraph 3(a). Dividends on any share in
arrears for any past Dividend Payment Date may be declared and paid at any
time, without reference to any regular Dividend Payment Date, to the Holder
of such share on a date not exceeding five Business Days preceding the
payment date thereof, as may be fixed by the Board of Directors. Any
dividend payment made on any share of RP shall first be credited against
the earliest dividends accumulated but unpaid (whether or not earned) with
respect to such share.

      (d) Neither Holders nor Beneficial Owners of shares of RP shall be
entitled to any dividends on the shares of RP, whether payable in cash,
property or stock, in excess of full cumulative dividends (including
Rights) thereon. Except as provided in paragraph 3(h) or 3(l) of this Part
I, neither Holders nor Beneficial Owners of shares of RP shall be entitled
to any interest, or other additional amount, on any dividend payment
(including Rights) on any share of RP which may be in arrears.

      (e) Except as otherwise provided herein, the Applicable Dividend Rate
on each share of RP for each Dividend Period with respect to such share
shall be equal to the rate per annum that results from implementation of
the remarketing procedures described in Part II hereof.

      (f) The amount of cash dividends for shares of RP payable (if
declared) on each Dividend Payment Date shall be computed by the
Corporation by multiplying the Applicable Dividend Rate in effect with
respect to cash dividends payable on such share on such Dividend Payment
Date by a fraction the numerator of which shall be the number of days such
share was outstanding from and including its Date of Original Issue or the
preceding Dividend Payment Date on which a cash dividend was paid, as the
case may be, to and including the last day of such Dividend Period, and the
denominator of which shall be 360, and then multiplying the percentage so
obtained by $100,000.

      (g) No later than by 12:00 noon, New York City time, on each Dividend
Payment Date, the Corporation shall deposit in same-day funds with the
Paying Agent the full amount of any dividend declared and payable on such
Dividend Payment Date on any share of RP. For the purposes of the
foregoing, payment in New York Clearing House (next-day) funds at any time
on any Business Day shall be considered equivalent to payment in same-day
funds on the next Business Day at the same time, and any payment made after
12:00 noon, New York City time, on any Business Day shall be considered to
have been made instead in the form of funds before 12:00 noon, New York
City time, on the next Business Day.

      (h) The Applicable Dividend Rate for each Dividend Period commencing
during a Non-Payment Period shall be equal to the Non-Payment Period Rate.

      (i) So long as any shares of RP are outstanding, the Corporation
shall not, subject to the requirements of the 1940 Act and Maryland law,
without the affirmative vote or consent of the holders of at least


                                       31
<PAGE>



two-thirds of the votes of the shares of RP outstanding at the time, given
in person or by proxy, either in writing or at a meeting (voting separately
as one class): (a) authorize, create or issue, or increase the authorized
or issued amount, of any class or series of stock ranking prior to the RP
with respect to payment of dividends or the distribution of assets on
liquidation, or (b) amend, alter or repeal the provisions of the
Corporation's Charter including these Articles Supplementary, whether by
merger, consolidation or otherwise, so as to materially and adversely
affect any right, preference, privilege or voting power of such shares of
RP or the Holders thereof; provided that, any increase in the amount of the
authorized RP or the creation and issuance of other series of Preferred
Stock, or any increase in the amount of authorized shares of such series or
of any other series remarketed preferred stock, in each case ranking on a
parity with or junior to the RP, will not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers
unless such issuance would cause the Corporation not to satisfy the 1940
Act RP Asset Coverage or the RP Basic Maintenance Amount. Unless a higher
percentage is provided for under the Charter, the affirmative vote of the
holders of a majority of the outstanding shares of Preferred Stock,
including RP, 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. The class vote of holders of shares of Preferred Stock, including RP,
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 RP, necessary to authorize the action in question.

      The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of RP shall have been
redeemed or called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.

      (j) Except during a Non-Payment Period, by 1:00 p.m. on the Tender
Date at the end of the Initial Dividend Period and by 1:00 p.m. on the
Tender Date at the end of each subsequent Dividend Period, the Beneficial
Owner of a share of RP may elect to tender such share or to hold such share
for the next Dividend Period. If the Beneficial Owner of such share of PR
fails to elect to tender or hold such share by 1:00 p.m. on such Tender
Date, such Beneficial Owner shall continue to hold such share at the
Applicable Dividend Rate determined in such Remarketing for the next
Dividend Period; provided that, if there is no Remarketing Agent, the
Remarketing Agent does not conduct a Remarketing or the Remarketing Agent
is unable to remarket in such Remarketing all shares of RP tendered to it
at a price of $100,000 per share, then such Beneficial Owner shall hold
such share for the next Dividend Period and the Applicable Dividend Rate
therefor shall be the Maximum Dividend Rate.

      (k)  In the event of a change in law altering the Minimum Holding
Period, the Board of Directors may increase or decrease the period of time
between Dividend Payment Dates so as to adjust uniformly the number of days
in any Dividend Period commencing after the date of such change in law to
equal or exceed the then current Minimum Holding Period; provided that, the
number of days for any Dividend Period as so adjusted shall not exceed 98
and shall be evenly divisible by seven (except as required from time to
time by adjustments in the remarketing schedule as provided herein).  Upon


                                       32
<PAGE>



any such adjustment by the Board of Directors, the Corporation shall notify
the Remarketing Agent and the Paying Agent, and the Paying Agent shall in
turn notify the Securities Depository, of such adjustment; provided that,
during a Non-Payment Period, the Corporation also shall notify the
Beneficial Owners of shares of RP directly of such adjustment.

      (l) Each dividend shall consist of (i) cash at the Applicable
Dividend Rate and (ii) a right (a "Right") to receive cash (as determined
below). Each Right shall thereafter be independent of the share or shares
of RP on which the dividend was paid. The Corporation shall cause to be
maintained a record of each Right received by the respective Holders. The
Corporation shall not be required to recognize any transfer of a Right. If
all or any part of the cash dividends on the shares of RP during any fiscal
year does not qualify for the Dividends-Received Deduction ("Nonqualifying
Distributions") because (i) the Corporation does not have income for such
fiscal year eligible for the Dividends-Received Deduction at least equal to
the dividends paid on the RP and the Other RP for such year, or (ii) the
Corporation does not properly designate dividends on the RP as being
eligible for the Dividends-Received Deduction, the applicable Rights shall
entitle the holders thereof ("Right Holders") to additional cash (as set
forth below), and the Corporation will, within 270 days after the end of
such fiscal year, provide notice thereof to the Paying Agent. The Paying
Agent will mail a copy of such notice to each Right Holder at the address
specified in such Right Holder's Master Purchaser's Letter as promptly as
practicable after its receipt of such notice from the Corporation. The
Corporation will within 30 days after such notice is given to the Paying
Agent pay to the Paying Agent (who will then distribute to Right Holders),
out of funds legally available therefor, cash in satisfaction of the
applicable Rights in an amount specified below with respect to all
Nonqualifying Distributions made during such fiscal year.

      Cash payable pursuant to a Right shall be paid to the Right Holder
thereof in an amount which, when taken together with the aggregate
Nonqualifying Distributions paid to such Right Holder during any fiscal
year, would cause such Right Holder's net yield in dollars (after Federal
income tax consequences) from the aggregate of both the Nonqualifying
Distributions and the cash receivable pursuant to such Right to be equal to
the net yield in dollars (after Federal income tax consequences) which
would have been received by such Right Holder if the amount of the
aggregate Nonqualifying Distributions would have qualified for the
Dividends-Received Deduction in the hands of such Right Holder. Such cash
receivable on such Right shall be calculated without consideration being
given to the time value of money and using the applicable maximum marginal
corporate Federal tax rate in effect at the time such Right was declared.

      The Corporation may estimate the amount payable in respect of any
Right and pay all or any portion of such estimated amount prior to the end
of the fiscal year in which such Right was declared.

      If, for any fiscal year, all cash dividends paid at the Applicable
Dividend Rate on the shares of RP are eligible in full for the
Dividends-Received Deduction, then the amount payable to holders of Rights
applicable to that year shall be zero.

      4.   Redemption.  Shares of RP shall be redeemable by the Corporation
as provided below:


                                       33
<PAGE>



           (a) To the extent permitted under the 1940 Act and Maryland law,
the Corporation at its option, upon giving a Notice of Redemption, may
redeem shares of RP, in whole or in part, on the next succeeding scheduled
Dividend Payment Date, out of funds legally available therefor, at a
redemption price equal to $100,000 per share plus an amount equal to cash
dividends thereon (whether or not earned or declared) accumulated but
unpaid to the date fixed for redemption.

           (b) The Corporation shall redeem, out of funds legally available
therefor, at a redemption price of $100,000 per share plus an amount equal
to cash dividends thereon (whether or not earned or declared) accumulated
but unpaid to the date of redemption, shares of RP to the extent permitted
under the 1940 Act and Maryland law, on a date fixed by the Board of
Directors, if the Corporation fails to maintain the RP Basic Maintenance
Amount or the 1940 Act RP Asset Coverage and such failure is not cured on
or before the RP Basic Maintenance Cure Date or the 1940 Act Cure Date
(herein referred to respectively as the "Cure Date"), as the case may be.
The number of shares to be redeemed shall be equal to the lesser of (i) the
minimum number of shares of RP the redemption of which, if deemed to have
occurred immediately prior to the opening of business on the Cure Date,
together with all shares of other Preferred Stock subject to redemption or
retirement, would result in the satisfaction of the RP Basic Maintenance
Amount or the 1940 Act RP Asset Coverage, as the case may be, on such Cure
Date (provided that, if there is no such minimum number of shares the
redemption of which would have such result, all shares of RP then
outstanding shall be redeemed), and (ii) the maximum number of shares of RP
that can be redeemed out of funds expected to be legally available therefor
on such redemption date. In determining the number of shares of RP required
to be redeemed in accordance with the foregoing, the Corporation shall
locate the amount required to achieve the RP Basic Maintenance Amount or
the 1940 Act RP Asset Coverage, as the case may be, pro rata among the RP
and the Other RP. The Corporation shall effect such redemption not later
than 41 days after such Cure Date, except that if the Corporation does not
have funds legally available for the redemption of all of the required
number of shares of RP which are subject to mandatory redemption or the
Corporation otherwise is unable to effect such redemption on or prior to
such Cure Date, the Corporation shall redeem those shares of RP which it
was unable to redeem on the earliest practicable date on which it is able
to effect such redemption.

           (c) Subject to paragraph 4(d) of this Part I, if fewer than all
the outstanding shares of RP are to be redeemed pursuant to this paragraph
4, the number of shares of RP so to be redeemed shall be a whole number of
shares and shall be determined by the Board of Directors, and the
Corporation shall give a Notice of Redemption as provided in paragraph 4(e)
of this Part I. Unless certificates representing shares of RP are held by
Holders other than the Securities Depository or its nominee, the Securities
Depository, upon receipt of such notice, shall determine by lot the number
of shares of RP to be redeemed from the account of each Agent Member (which
may include an Agent Member holding shares for its own account, including
the Remarketing Agent) and notify the Paying Agent of such determination.
The Paying Agent, upon receipt of such notice, shall in turn determine by
lot the number of shares of RP to be redeemed from the accounts of the
Beneficial Owners of the shares of RP whose Agent Members have been
selected by the Securities Depository and give notice of such determination
to the Remarketing Agent. In doing so, the Paying Agent may determine that



                                       34
<PAGE>



shares of RP shall be redeemed from the accounts of some Beneficial Owners,
which may include the Remarketing Agent, without shares of RP being
redeemed from the accounts of other Beneficial Owners.

           (d) Notwithstanding paragraph 4(c) of this Part I, if
certificates representing shares of RP are held by Holders other than the
Securities Depository or its nominee, then the number of shares of RP to be
redeemed shall be determined by the Board of Directors and the shares to be
redeemed shall be selected by the Corporation by lot.

           (e) Any Notice of Redemption shall be given by the Corporation
to the Paying Agent, the Securities Depository (and any other Holder) and
the Remarketing Agent, by telephone, not later than 3:00 p.m., New York
City time (and later confirmed in writing) on (A) in the case of optional
redemption pursuant to paragraph 4(a) of this Part I (i) the Settlement
Date in the case of a partial redemption of the shares of RP, (ii) the
Tender Date in the case of a redemption in whole of the shares of RP or
(iii) during a Non-Payment Period, the later of the Dividend Payment Date
and the seventh day, in each case prior to the earliest date upon which any
such redemption shall occur and (B) in the case of mandatory redemption
pursuant to paragraph 4(b) of this Part I, on the fifth Business Day prior
to the redemption date. In the case of a partial redemption of the shares
of PR, the Paying Agent shall use reasonable efforts to provide telephonic
notice to each Beneficial Owner of shares of RP called for redemption not
later than the close of business on the Business Day on which the Paying
Agent determines the shares to be redeemed, as described in paragraph 4(c)
if this Part I (or, during a Non-Payment Period, not later than the close
of business on the Business Day immediately following the day on which the
Paying Agent receives a Notice of Redemption from the Corporation). In the
case of a redemption in whole of the shares of RP, the Paying Agent shall
use reasonable efforts to provide telephonic notice to each Beneficial
Owner not later than the close of business on the Business Day immediately
following the day on which it receives a Notice of Redemption from the
Corporation. In any case described in clause (i) or (iii) of the first
sentence of this paragraph 4(e), such telephonic notice shall be confirmed
promptly in writing not later than the close of business on the third
Business Day preceding the redemption date by notice sent by the Paying
Agent to each Beneficial Owner of shares of RP called for redemption, the
Remarketing Agent and the Securities Depository.

           (f) Every Notice of Redemption and other redemption notice shall
state: (i) the redemption date; (ii) the number of shares of RP to be
redeemed; (iii) the redemption price; (iv) that dividends on the shares of
RP to be redeemed shall cease to accumulate as of such redemption date; and
(v) the provision pursuant to which such shares are being redeemed. In
addition, notice of redemption given to a Beneficial Owner shall state the
CUSIP number, if any, of the shares of RP to be redeemed and the manner in
which the Beneficial Owners of such shares may obtain payment of the
redemption price. No defect in the Notice of Redemption or other redemption
notice or in the transmittal or the mailing thereof shall affect the
validity of the redemption proceedings, except as required by applicable
law. The Paying Agent shall use its reasonable efforts to cause the
publication of a redemption notice in an Authorized Newspaper within two
Business Days of the date of the Notice of Redemption, but failure so to
publish such notification shall not affect the validity or effectiveness of
any such redemption proceedings. Shares of RP the Beneficial Owners of


                                       35
<PAGE>





which shall have been given Notice of Redemption shall not be subject to
transfer outside a Remarketing.

           (g) On any redemption date, the Corporation shall deposit,
irrevocably in trust, in same-day funds, with the Paying Agent, by 12:00
noon, New York City time, the price to be paid on such redemption date of
any shares of RP plus an amount equal to cash dividends thereon accumulated
but unpaid to such redemption date (whether or not earned or declared). For
the purposes of the foregoing, payment in New York Clearing House
(next-day) funds at any time on any Business Day shall be considered
equivalent to payment in same-day funds on the next Business Day at the
same time, and any payment made after 12:00 noon, New York City time, on
any Business Day shall be considered to have been made instead in the same
form of funds before 12:00 noon, New York City time, on the next Business
Day.

           (h) In connection with any redemption, upon the giving of a
Notice of Redemption and the deposit of the funds necessary for such
redemption with the Paying Agent in accordance with this paragraph 4, all
rights of the Holders of shares of RP so called for redemption shall cease
and terminate, except the right of the Holders thereof to receive the
redemption price thereof, inclusive of an amount equal to cash dividends
(whether or not earned or declared) accumulated but unpaid to the
redemption date but without any interest or other additional amount (except
as provided in paragraph 3(h) or 3(l) of this Part I), and such shares
shall no longer be deemed outstanding for any purpose. 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 as aforesaid
in excess of the sum of (i) the aggregate redemption price of the shares of
RP called for redemption on such date and (ii) all other amounts to which
Holders of shares of RP called for redemption may be entitled. Any funds so
deposited with the Paying Agent which are unclaimed at the end of ninety
days from such redemption date shall, to the extent permitted by law, be
repaid to the Corporation, after which time the Holders of shares of RP so
called for redemption shall look only to the Corporation for payment of the
redemption price and all other amounts to which they may be entitled. The
Corporation shall be entitled to receive, from time to time after the date
fixed for redemption, any interest on the funds so deposited.

           (i) To the extent that any redemption for which Notice of
Redemption has been given is not made by reason of the absence of legally
available funds therefor, such redemption shall be made as soon as
practicable to the extent such funds become available. Failure to redeem
shares of RP shall be deemed to exist at any time after the date specified
for redemption in a Notice of Redemption when the Corporation shall have
failed, for any reason whatsoever, to deposit funds with the Paying Agent
pursuant to paragraph 4(g) of this Part I with respect to any shares for
which such Notice of Redemption has been given. Notwithstanding the fact
that the Corporation shall not have redeemed shares of RP for which a
Notice of Redemption has been given, dividends may be declared and paid on
shares of RP and shall include those shares of RP for which a Notice of
Redemption has been given.

           (j) Notwithstanding the foregoing, (i) no share of RP may be
redeemed pursuant to paragraph 4(a) of this Part I unless the full amount
of accumulated but unpaid cash dividends to the date fixed for redemption


                                       36
<PAGE>



for each such share of RP called for redemption shall have been declared,
and (ii) no share of RP may be redeemed unless all outstanding shares of RP
are simultaneously redeemed, nor may any shares of RP be purchased or
otherwise acquired by the Corporation except in accordance with a purchase
offer made on substantially equivalent terms by the Corporation for all
outstanding shares of RP, unless, in each such instance, cash dividends on
all outstanding shares of RP through the end of their most recently ended
Dividend Period (or, if such transaction is on a Dividend Payment Date,
through the Dividend Period ending on the day prior to such Dividend
Payment Date) shall have been paid or declared and sufficient funds for the
payment thereof deposited with the Payment Agent.

           (k) Except as set forth in this paragraph 4 with respect to
redemptions and subject to paragraph 4(j) hereof, nothing contained herein
shall limit any legal right of the Corporation or any affiliate to purchase
or otherwise acquire any share of RP at any price. Any shares of RP which
have been redeemed, purchased or otherwise acquired by the Corporation or
any affiliate thereof may be resold. In lieu of redeeming shares called for
redemption, the Corporation shall have the right to arrange for other
purchasers to purchase from Beneficial Owners all shares of RP to be
redeemed pursuant to this paragraph 4 by their paying to such Beneficial
Owners on or before the close of business on the redemption date an amount
equal to not less than the redemption price payable by the Corporation on
the redemption of such shares, and the obligation of the Corporation to pay
such redemption price shall be satisfied and discharged to the extent such
payment is so made by such purchasers.

           (l) Notwithstanding any of the foregoing provisions of this
paragraph 4, the Remarketing Agent may, in its sole discretion modify the
procedures set forth above with respect to notification of redemption,
provided that, any such modification does not adversely affect any Holder
or Beneficial Owner of shares of RP.

      5. Liquidation. (a) Upon a liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, the
Holders shall be entitled, whether from capital or surplus, before any
assets of the Corporation shall be distributed among or paid over to
holders of Common Stock or any other class or series of stock of the
Corporation junior to the RP as to liquidation payments, to be paid the
amount of $100,000 per share of RP, plus an amount equal to all accumulated
but unpaid dividends thereon (whether or not earned or declared) to and
including the date of final distribution. After any such payment, the
Holders shall not be entitled to any further participation in any
distribution of assets of the Corporation.

           (b) If, upon any such liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation shall be insufficient to
make such full payments to the Holders and the holders of any Preferred
Stock ranking as to liquidation, dissolution or winding up on a parity with
the RP, then such assets shall be distributed among the Holders and such
parity holders ratably in accordance with the respective amounts which
would be payable on such shares of RP and any other such Preferred Stock if
all amounts thereon where paid in full.

           (c) Neither the consolidation nor the merger of the Corporation
with or into any corporation or corporations nor a reorganization of the


                                       37
<PAGE>



Corporation alone nor the sale or transfer by the Corporation of all or
substantially all of its assets shall be deemed to be a dissolution or
liquidation of the Corporation.

      6. Voting Rights. (a) General. Each Holder of shares of RP shall be
entitled to one vote for each share held on each matter submitted to a vote
of stockholders of the Corporation and, except as otherwise provided in the
1940 Act, the Charter or the Bylaws or as described below, the holders of
shares of Preferred Stock, including RP, and of shares of Common Stock
shall vote together as one class. Prior to the issuance of any RP, the
Board of Directors by resolution shall designate two existing directors
representing holders of Preferred Stock. At the first meeting of
stockholders for which the record date is a date on which shares of
Preferred Stock are outstanding, the holders of Preferred Stock entitled to
vote at such meeting shall have the right as a class, to the exclusion of
the holders of the common stock, to elect two directors of the Corporation
who shall serve for the unexpired terms of the directors originally
designated by the Board of Directors as directors representing holders of
Preferred Stock; except that, if such meeting is an annual meeting of
stockholders at which the term of one of such designated directors expires,
the director so elected to succeed the designated director shall be elected
for a term expiring at the time of the third succeeding annual meeting of
stockholders, or thereafter when his successor is elected and qualified.
Thereafter, the holders of Preferred Stock shall have the right as a class,
to the exclusion of the holders of the common stock, to elect directors to
succeed either of the directors representing the Preferred Stock whose
terms are expiring or whose seats on the Board of Directors are vacant.
Subject to paragraph 6(b) hereof, the holders of a majority of the shares
of Common Stock 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 that, when added to the
number of directors then constituting the Board of Directors, shall
(together with the two directors elected by the holders of Preferred Stock,
including RP, pursuant to paragraph 6(a)) constitute a majority of such
increased number, and the holders of a majority of Preferred Stock,
including RP, shall be entitled, voting as a single class on a
one-vote-per-share basis (to the exclusion of the holders of all other
securities and classes of capital stock of the Corporation), to elect the
smallest number of additional directors of the Corporation that shall
constitute a majority of the total number of directors of the Corporation
so increased. A Voting Period shall commence if at the close of business on
any Dividend Payment Date 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 shares of RP equal to at least two
full years' dividends shall be due and unpaid and sufficient cash or
specified securities shall not have been deposited with the Paying Agent
for the payment of such accumulated dividends. Upon the termination of a
Voting Period, the voting rights described in this paragraph 6(b) shall
cease, subject always, however, to the revesting of such voting rights in
the holders of Preferred Stock, including RP, upon the further occurrence
of any of the events described in this paragraph 6(b).



                                       38
<PAGE>




           (c) Voting Procedures.
               -----------------

               (i) As soon as practicable after the accrual of any right of
the holders of Preferred Stock, including RP, to elect a majority of
directors, the Corporation shall notify the Paying Agent and Paying Agent
shall call a special meeting of the holders of Preferred Stock, including
RP, and shall mail a notice of such special meeting to such holders 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 Paying Agent or
if the Paying Agent does not call such a special meeting, it may be called
by any holder of Preferred Stock, including RP, on like notice. The record
date for determining the holders of Preferred Stock, including RP, entitled
to notice of and to vote at such special meeting shall be the close of
business on the fifth Business Day preceding the day on which such notice
is mailed. At any such special meeting and at each meeting held during a
Voting Period, the holders of Preferred Stock, including RP, 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)
above 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 Preferred
Stock, including RP, 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 quorum is present; provided, however, that no such meeting
may be adjourned to a date more than 120 days from the original record date
without notice.

               (ii) For purposes of determining any rights of the Holders
to vote on any matter, whether such right is created by these Articles
Supplementary, by statute or otherwise, no Holder shall be entitled to vote
and no share of RP shall be deemed to be "outstanding" for the purpose of
voting or determining the number of shares required to constitute a quorum,
if, prior to or concurrently with the time of determination of shares
entitled to vote or shares deemed outstanding for quorum purposes, as the
case may be, sufficient funds for the redemption of such shares have been
deposited in trust with the Paying Agent for that purpose and the requisite
Notice of Redemption with respect to such shares shall have been given as
provided in paragraph 4 of this Part I. No share of RP held by the
Corporation or any affiliate of the Corporation shall have any voting
rights or be deemed to be outstanding for voting purposes.

               (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 RP, 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 incumbent directors elected by the holders of the Common
Stock, shall constitute the duly elected directors of the Corporation.

               (iv) Simultaneously with the expiration of a Voting Period,
the terms of office of the additional directors elected by the holders of
Preferred Stock, including RP, shall terminate, the incumbent directors who
shall have been elected by the holders of the Common Stock (or by the Board
of Directors at a time which was not during a Voting Period) and the two
incumbent directors the holders of Preferred Stock, including RP, have the


                                       39
<PAGE>



right to elect in any event shall constitute the directors of the
Corporation and the voting rights of such holders to elect additional
directors shall cease.

               (v) The directors elected by the holders of Preferred Stock,
including RP, shall (subject to the provisions of any applicable law) be
subject to removal only by the vote of the holders of a majority of the
shares of Preferred Stock, including RP, outstanding. Any vacancy on the
Board of Directors occurring by reason of such removal or otherwise may be
filled only by vote of the holders of at least a majority of shares of
Preferred Stock, including RP, outstanding, and if not so filled such
vacancy shall (subject to the provisions of any applicable law) be filled
by a majority of the remaining directors (or the remaining director) who
were elected by such holders. Any other vacancy on the Board of Directors
during a Voting Period shall be filled by a vote of the holder or holders
of Common Stock.

           (d) Exclusive Remedy. Unless otherwise required by law, the
Holders of shares of RP shall not have any relative rights or preferences
or other special rights other than those specifically set forth herein. The
Holders of shares of RP shall have no preemptive rights. In the event that
the Corporation fails to pay any dividends on the shares of RP, the
exclusive remedy of the Holders shall be the right to vote for directors
pursuant to the provisions of this paragraph 6. In no event shall the
Holders of shares of RP have any right to sue for, or bring a proceeding
with respect to, such dividends or redemptions or damages for the failure
to receive the same.

      7.   1940 Act RP Asset Coverage.  The Corporation shall maintain, as
of the last Business Day of each month in which any share of RP is
outstanding, the 1940 Act RP Asset Coverage.

      8.   Asset and Liquidity Coverage.
           ----------------------------

           (a) RP Basic Maintenance Amount.  (i)  The Corporation shall
maintain, on each Valuation Date, Eligible Portfolio Property having an
aggregate Discounted Value at least equal to the RP Basic Maintenance
Amount.

               (ii) On or before 5:00 p.m., New York City time, on the
third Business Day after each Valuation Date, the Corporation shall
complete and deliver to the Remarketing Agent and the Paying Agent an RP
Basic Maintenance Report, which will be deemed to have been delivered to
the Remarketing Agent and the Paying Agent if the Remarketing Agent and the
Paying Agent receive a copy or telecopy, telex or other electronic
transcription thereof and on the same day the Corporation mails to the
Remarketing Agent and the Paying Agent for delivery on the next Business
Day the full RP Basic Maintenance Report. A failure by the Corporation to
deliver an RP Basic Maintenance Report under this paragraph 8(a)(ii)
without the prior consent of the Remarketing Agent and the Paying Agent
shall be deemed to be delivery of an RP Basic Maintenance Report indicating
the Discounted Value for all assets of the Corporation is less than the RP
Basic Maintenance Amount, as of the relevant Valuation Date.



                                       40
<PAGE>




               (iii) Within ten Business Days after the date of delivery to
the Remarketing Agent and the Paying Agent of an RP Basic Maintenance
Report in accordance with paragraph 8(a)(ii) above relating to a Quarterly
Valuation Date, the Independent Accountant will confirm in writing to the
Remarketing Agent and the Paying Agent (A) the mathematical accuracy of the
calculations reflected in such Report, (B) that, in such Report, the
Corporation determined in accordance with these Articles Supplementary the
assets of the Corporation which constitute Eligible Portfolio Property at
such Quarterly Valuation Date, (C) that, in such Report, the Corporation
determined in accordance with these Articles Supplementary whether the
Corporation had, at such Quarterly Valuation Date, Eligible Portfolio
Property of an aggregate Discounted Value at least equal to the RP Basic
Maintenance Amount, (D) with respect to the S&P rating on Utility Bonds and
Senior Debt Obligations, issuer name, issue size and coupon rate listed in
such Report, that information has been traced and agrees with the
information listed in The Standard & Poor's Bond Guide (in the event such
information does not agree or such information is not listed in The
Standard & Poor's Bond Guide, the Independent Accountant will inquire of
S&P what such information is, and provide a listing in their letter of such
differences, if any), (E) with respect to the Moody's ratings on Utility
Bonds and Senior Debt Obligations, issuer name, issue size and coupon rate
listed in such Report, that information has been traced and agrees with the
information listed in Moody's Bond Record (in the event such information
does not agree or such information is not listed in Moody's Bond Record,
the Independent Accountant will inquire of Moody's what such information
is, and provide a listing in their letter of such differences), and (F)
with respect to the lower of two bid prices (or alternative permissible
factors used in calculating the Market Value) provided by the custodian of
the Corporation's assets to the Corporation for purposes of valuing
securities in the Corporation's portfolio, the Independent Accountant has
traced the price used in such Report to the lower of the two bid prices
listed in the Report provided by such custodian and verified that such
information agrees (in the event such information does not agree, the
Independent Accountant will provide a listing in its letter of such
differences) (such confirmation is herein called the "Accountant's
Confirmation"). If any Accountant's Confirmation delivered pursuant to this
paragraph 8(a)(iii) shows that an error was made in the RP Basic
Maintenance Report for a Quarterly Valuation Date, or shows that a lower
aggregate Discounted Value for the aggregate of all Eligible Portfolio
Property of the Corporation was determined by the Independent Accountant,
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 the RP Basic Maintenance Report to the
Remarketing Agent and Paying Agent promptly following receipt by the
Remarketing Agent and the Paying Agent of such Accountant's Confirmation.

           (b) Liquidity Coverage.
               ------------------

               (i) As of each Valuation Date as long as any share of RP is
outstanding, the Corporation shall determine (A) the Market Value of the
Dividend Coverage Assets owned by the Corporation as of that Valuation
Date, (B) the Dividend Coverage Amount on that Valuation Date, and (C)
whether the Minimum Liquidity Level is met as of that Valuation Date. The
calculations of the Dividend Coverage Assets, the Dividend Coverage Amount
and whether the Minimum Liquidity Level is met shall be set forth in a


                                       41
<PAGE>



certificate (a "Certificate of Minimum Liquidity") dated as of the
Valuation Date. The RP Basic Maintenance Report and the Certificate of
Minimum Liquidity may be combined in one certificate. The Corporation shall
cause the Certificate of Minimum Liquidity to be delivered to the
Remarketing Agent and the Paying Agent not later than the close of business
on the third Business Day after the Valuation Date. The Minimum Liquidity
Level shall be deemed to be met as of any date of determination if the
Corporation has timely delivered a Certificate of Minimum Liquidity
relating to such date, which states that the same has been met and which is
not manifestly inaccurate. In the event that a Certificate of Minimum
Liquidity is not delivered to the Remarketing Agent and the Paying Agent
when required, the Minimum Liquidity Level shall be deemed not to have been
met as of the applicable date.

               (ii) If the Minimum Liquidity Level is not met as of any
Valuation Date, then the Corporation shall purchase or otherwise acquire
Dividend Coverage Assets (with the proceeds from the liquidation of
Eligible Portfolio Property or otherwise) to the extent necessary so that
the Minimum Liquidity Level is met as of the fifth Business Day following
such Valuation Date. The Corporation shall, by such fifth Business Day,
provide to the Paying Agent and the Remarketing Agent a Certificate of
Minimum Liquidity setting forth the calculations of the Dividend Coverage
Assets and the Dividend Coverage Amount and showing that the Minimum
Liquidity Level is met as of such fifth Business Day together with a report
of the custodian of the Corporation's assets confirming the amount of the
Corporation's Dividend Coverage Assets as of such fifth Business Day.

      9. Restrictions on Certain Distributions. For so long as any share of
RP is outstanding, the Corporation shall not declare, pay or set apart for
payment 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
shares of RP as to dividends or upon liquidation) in respect of the Common
Stock or any other stock of the Corporation ranking junior to or on a
parity with the shares of RP as to dividends or upon liquidation, or call
for redemption, redeem, purchase or otherwise acquire for consideration any
shares of the Common Stock or any other such junior stock (except by
conversion into or exchange for stock of the Corporation ranking junior to
the shares of RP as to dividends and upon liquidation) or any other such
parity stock (except by conversion into or exchange for stock of the
Corporation ranking junior to or on a parity with the shares of RP as to
dividends and upon liquidation), unless (A) immediately after such
transaction, the RP Basic Maintenance Amount and the 1940 Act RP Asset
Coverage would be achieved, (B) full cumulative dividends on shares of RP
and shares of Other RP due on or prior to the date of the transaction have
been declared and paid or shall have been declared and sufficient funds for
the payment thereof deposited with the Paying Agent, (C) any Right required
to be paid under paragraph 3(l) of this Part I on or before the date of
such declaration or payment has been paid and (D) the Corporation has
redeemed the full number of shares of RP required to be redeemed by any
provision for mandatory redemption contained herein.

      10.  Notice.  All notices or communications, unless otherwise
specified in the Bylaws of the Corporation or these Articles Supplementary,
shall be sufficiently given if in writing and delivered in person or mailed
by first-class mail, postage prepaid.  Notice shall be deemed given on the


                                       42
<PAGE>



earlier of the date received or the date seven days after which such notice
is mailed.

      11. Exchange Provisions. (a) Upon receipt by the Corporation of an
opinion of legal counsel, in form and substance satisfactory to the Board
of Directors, that dividends on the Corporation's Remarketed Preferred
Stock, Series I will not be considered preferential under section 562(c) of
the Code, which opinion may, but is not required to, rely upon a ruling on
the matter by the Service, the Board of Directors may, but is not required
to, adopt a resolution authorizing (such authorization shall be referred to
herein as an "Exchange Event") that, on the first Dividend Payment Date for
the RP which is at least 45 days after the occurrence of an Exchange Event
and as of which the conditions described below have been satisfied (the
"Exchange Date"), the RP will be exchanged automatically, and without any
action or choice on the part of Holders thereof, on a share-for-share basis
for the Corporation's Remarketed Preferred Stock, Series I. However, shares
of RP will not be exchanged for shares of the Corporation's Remarketed
Preferred Stock, Series I unless Moody's and S&P shall have issued on or
before the Exchange Date ratings on the Corporation's Remarketed Preferred
Stock, Series I equivalent to the ratings on the RP, provided that, if
Moody's or S&P shall not make a rating available, such exchange will take
place if a Substitute Rating Agency or Agencies shall have issued a rating
or ratings which is/are equivalent to such then-current rating or ratings
on the Exchange Date. Holders of outstanding shares of RP will receive one
share of the Corporation's Remarketed Preferred Stock, Series I for each
share of RP held and exchanged by them on the Exchange Date.

      (b) The Fund will cause the publication of an exchange notice in an
Authorized Newspaper, and cause the Paying Agent to mail an exchange notice
to each Holder, not less than 10 nor more than 30 days prior to the
Exchange Date. Such notice will state: (i) the Exchange Date, (ii) that on
the Exchange Date all shares of Original RP will be exchanged
automatically, and without any action or choice on the part of the Holders,
on a share-for-share basis for the Corporation's Remarketed Preferred
Stock, Series I, (iii) that the Initial Dividend Period for the
Corporation's Remarketed Preferred Stock, Series I issuable in exchange for
the RP will be a 49-day Dividend Period commencing on the Exchange Date,
and (iv) that dividends on shares of RP will cease to accumulate on the
Exchange Date.

      (c) On the Exchange Date, the RP will cease to accumulate dividends,
the shares of RP will no longer be deemed outstanding, the rights of the
Holders (except the right to receive accumulated but unpaid dividends to
the Exchange Date) will cease, and the person or persons entitled to
receive the Corporation's Remarketed Preferred Stock, Series I upon the
exchange will be treated for all purposes as the holder or holders of such
Remarketed Preferred Stock, Series I.

      12. Borrowings. For so long as the shares of RP are rated by S&P, the
aggregate amount of borrowings by the Corporation (including guarantees
made by the Corporation) shall be limited to an amount equal to 10% of the
value of the Corporation's assets; provided, further, that the Corporation
shall not incur any such borrowings subsequent to the issuance of the RP
unless S&P advises the Corporation in writing that such borrowings will not
adversely affect its then-current rating on the RP.


                                       43
<PAGE>





      13. Options and Futures Transactions. For so long as the shares of RP
are rated by either Moody's or S&P, the Corporation will not purchase or
sell futures contracts or related options or engage in reverse repurchase
agreement transactions unless Moody's and/or S&P, as the case may be,
advise the Corporation in writing that such action or actions will not
adversely affect their then-current ratings on the RP.

      14. Other Restrictions. For so long as the shares of RP are rated by
S&P, the Corporation may not (i) engage in transactions involving
repurchase obligations which do not constitute Short Term Money Market
Instruments, (ii) engage in transactions involving short sales of portfolio
securities or (iii) overdraw any bank accounts of the Corporation, unless,
in each case, S&P advises the Corporation in writing that such action or
actions will not adversely affect its then-current ratings on the RP.


                                PART II.
                                --------
                           REMARKETING PROCEDURES


      1. Remarketing Schedule. Each Remarketing shall take place over a
three-day period consisting of the Tender Date, the Dividend Reset Date and
the Settlement Date. Such dates or the method of establishing such dates
shall be determined by the Board of Directors from time to time.

      2. Procedure for Tendering. (a) Each share of RP is subject to Tender
and Dividend Reset only at the end of each Dividend Period applicable to
such shares and may be tendered in a Remarketing only on the Tender Date
immediately prior to the end of the current Dividend Period with respect
thereto. By 12:00 noon, New York City time, on each such Tender Date, the
Remarketing Agent shall, after canvassing the market and considering
prevailing market conditions at the time for shares of RP and similar
securities, provide Beneficial Owners non-binding indications of Applicable
Dividend Rates for the next succeeding 7-day Dividend Period, 49-day
Dividend Period and any Optional Dividend Period or designated Special
Dividend Period provided that if the next Dividend Period has been
designated a Special Dividend Period, the Remarketing Agent will provide to
holders thereof a non-binding indication of the Applicable Dividend Rate
only for such Special Dividend Period. The actual Applicable Dividend Rate
for such Dividend Period may be greater than or less than the rate per
annum indicated in such non-binding indications (but not greater than the
applicable Maximum Dividend Rate). By 1:00 p.m., New York City time, on
such Tender Date, each Beneficial Owner of shares of RP subject to Tender
and Dividend Reset must notify the Remarketing Agent of its desire, on a
share-by-share basis, either to tender such share of RP at a price of
$100,000 per share or to continue to hold such share of RP and elect either
a 7-day Dividend Period, a 49-day Dividend Period or a specific available
Optional Dividend Period or, if applicable, accept a designated Special
Dividend Period, at the new Applicable Dividend Rate for the selected or
designated, as the case may be, Dividend Period. Any notice given to the
Remarketing Agent to tender or hold shares for a particular Dividend Period
shall be irrevocable and shall not be conditioned upon the level at which
the Applicable Dividend Rate is established. Any such notice may not be
waived by the Remarketing Agent, except that prior to 4:00 p.m., New York
City time, on the Dividend Reset Date, the Remarketing Agent may, in its


                                       44
<PAGE>



sole discretion (i) at the request of a Beneficial Owner that has tendered
one or more shares of RP to the Remarketing Agent, contingently waive such
Beneficial Owner's tender and thereby enable such Beneficial Owner to
continue to hold the share or shares for a 7-day Dividend Period, 49-day
Dividend Period or available Optional Dividend Period or a designated
Special Dividend Period as agreed to by such Beneficial Owner and the
Remarketing Agent at such time, so long as such tendering Beneficial Owner
has indicated to the Remarketing Agent that it would accept the new
Applicable Dividend Rate for such Dividend Period, such waiver to be
contingent upon the Remarketing Agent's ability to remarket all shares of
RP tendered in such Remarketing, and (ii) at the request of a Beneficial
Owner that has elected to hold one or more of its shares of RP, waive such
Beneficial Owner's election with respect thereto.

           (b) The right of each Beneficial Owner to tender shares of RP in
a Remarketing therefor shall be limited to the extent that (i) the
Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing Agreement, (ii) shares tendered have not been called for
redemption and (iii) the Remarketing Agent is able to find a purchaser or
purchasers for tendered shares of RP at an Applicable Dividend Rate for the
next Dividend Period that is not in excess of the Maximum Dividend Rate.

      3. Determination of Applicable Dividend Rates. (a) Between 1:00 p.m.,
New York City time, on each Tender Date and 4:00 p.m., New York City time,
on the succeeding Dividend Reset Date, the Remarketing Agent shall
determine (i) unless the Board of Directors has designated such next
Dividend Period as a Special Dividend Period with respect to all shares
subject to Tender and Dividend Reset, the allocation of tendered shares of
RP among a 7-day Dividend Period, a 49-day Dividend Period and each
available Optional Dividend Period, if any, and any Special Dividend Period
provided that, if the Remarking Agent is unable to remarket on such
Dividend Reset Date all such tendered shares in a Remarketing allocate no
shares to any Optional Dividend Period of more than 98 days and no share
will be assigned to any Special Dividend Period of more than 98 days), and
(ii) the Applicable Dividend Rates to the nearest one-thousandth (0.001) of
one percent per annum for the next 7-day Dividend Period, the next 49-day
Dividend Period and the next Optional Dividend Period or Periods, or the
next designated Special Dividend Period, as the case may be. The Applicable
Dividend Rates for such Dividend Periods, except as otherwise required
herein, shall be the rate per annum which the Remarketing Agent determines,
in its sole judgment, to be the lowest rates, giving effect to such
allocation, that will enable it to remarket on behalf of the Beneficial
Owners thereof all shares of RP tendered to it at a price of $100,000 per
share.

           (b) If no Applicable Dividend Rate shall have been established
on a Dividend Reset Date in a Remarketing for a 7-day Dividend Period, a
49-day Dividend Period, or any Optional Dividend Period or Periods or
Special Dividend Period, or for any or all of the foregoing, for any reason
(other than because there is no Remarketing Agent or the Remarketing Agent
is not required to conduct a Remarketing pursuant to the terms of the
Remarketing Agreement), then the Remarketing Agent, except during a
Non-Payment Period, in its sole discretion, shall, after taking into
account market conditions as reflected in the prevailing yields of fixed
and variable rate taxable and tax-exempt debt securities and the prevailing
dividend yields of fixed and variable rate preferred stock, if necessary,


                                       45
<PAGE>



determine the Applicable Dividend Rate or Rates, as the case may be, that
would be the initial dividend rate or rates fixed in an offering on such
Dividend Reset Date, assuming in each case a comparable dividend period or
periods, issuer and security. If there is no Remarketing because there is
no Remarketing Agent or the Remarketing Agent is not required to conduct a
Remarketing pursuant to the Remarketing Agreement, then, except during a
Non-Payment Period, the Applicable Dividend Rate for each subsequent
Dividend Period for which no Remarketing takes place because of the
foregoing shall be the applicable Maximum Dividend Rate for a 7-day
Dividend Period and the next succeeding Dividend Period shall be a 7-day
Dividend Period. In a Remarketing, the Applicable Dividend Rates for
different Dividend Periods need not be equal.

           (c) In determining such Applicable Dividend Rate or Rates, the
Remarketing Agent shall, after taking into account market conditions as
reflected in the prevailing yields of fixed and variable rate taxable and
tax-exempt debt securities and the prevailing dividend yields of fixed and
variable rate preferred stock, in providing non-binding indications of the
Applicable Dividend Rates to Beneficial Owners and potential purchasers of
shares of RP, (i) consider the number of shares of RP tendered and the
number of shares of RP potential purchasers are willing to purchase and
(ii) contact by telephone or otherwise current and potential Beneficial
Owners of shares of RP and ascertain the dividend rates at which they would
be willing to hold shares of RP.

           (d) The Applicable Dividend Rate or Rates, as well as the
allocation of tendered shares of RP, shall be determined as aforesaid by
the Remarketing Agent in its sole discretion (except as otherwise provided
in these Articles Supplementary with respect to Applicable Dividend Rates
that shall be the Non-Payment Period Rate and Maximum Dividend Rate) and
shall be conclusive and binding on Holders and Beneficial Owners.

           (e) As a condition precedent to purchasing shares of RP in any
offering, in any Remarketing or outside any Remarketing, each purchaser of
shares of RP shall sign and deliver a Master Purchaser's Letter, the
sufficiency of any Master Purchaser's Letter to be determined by the
Remarketing Agent in its sole discretion.

           (f) Except during a Non-Payment Period, the Applicable Dividend
Rate for any Dividend Period shall not be more than the applicable Maximum
Dividend Rate.

      4. Allocation of Shares; Failure to Remarket at $100,000 Per Share.
(a) If the Remarketing Agent is unable to remarket by 4:00 p.m., New York
City time, on any Dividend Reset Date all shares of RP tendered to it in
the related Remarketing at a price of $100,000 per share (i) each
Beneficial Owner that tendered shares of RP for sale shall sell a number of
shares of RP on a pro rata basis, to the extent practicable, or by lot, as
determined by the Remarketing Agent in its sole discretion based on the
number of orders to purchase shares of RP in such Remarketing; and (ii) the
next Dividend Period shall be a 7-day Dividend Period for all tendered (or
deemed tendered) but unsold shares and for all other shares the Beneficial
Owners of which shall have elected or been deemed to have elected to hold
such shares for a Dividend Period of more than 98 days; and (iii) the
Applicable Dividend Rates for the next 7-day Dividend Period (including the
7-day Dividend Period referred to in the preceding clause (ii)), next


                                       46
<PAGE>



49-day Dividend Period and, if applicable, next Optional Dividend Period or
Periods of 98 or fewer days or Special Dividend Period of 98 or fewer days
shall be the applicable Maximum Dividend Rates for such Dividend Periods.

           (b) If the allocation procedures described above would result in
the sale of a fraction of a share of RP, the Remarketing Agent shall, in
its sole discretion, round up or down the number of shares of RP sold by
each Beneficial Owner on such Dividend Reset Date so that each share sold
by a Beneficial Owner shall be a whole share of RP and the total number of
shares sold equals the total number of shares bought on such Dividend Reset
Date.

      5. Notification of Results; Settlement. (a) By telephone at
approximately 4:30 p.m., New York City time, on each Dividend Reset Date
the Remarketing Agent shall advise each Beneficial Owner of tendered shares
and each purchaser thereof (or the Agent Member thereof) (i) of the number
of shares such Beneficial Owner or purchaser is to sell or purchase and
(ii) to give instructions to its Agent Member to deliver such shares
against payment therefor or to pay the purchase price against delivery as
appropriate. The Remarketing Agent will also advise each Beneficial Owner
or purchaser that is to continue to hold, or to purchase, shares for the
Dividend Periods beginning on the Business Day following such Dividend
Reset Date of the Applicable Dividend Rate for such shares.

           (b) In accordance with the Securities Depository's normal
procedures, on the Settlement Date, the transactions described above with
respect to each share of RP shall be executed through the Securities
Depository, if the Securities Depository or its nominee holds or is to hold
the certificates relating to the shares to be purchased, and the accounts
of the respective Agent Members of the Securities Depository shall be
debited and credited and shares delivered by book entry as necessary to
effect the purchases and sales of shares of RP and the changes in types of
Dividend Periods as determined in the related Remarketing. Purchasers of
shares of RP shall make payment to the Paying Agent in same-day funds
against delivery to other purchasers or their nominees of one or more
certificates representing shares of RP, or, if the Securities Depository or
its nominee holds or is to hold the certificates relating to the shares to
be purchased, through their Agent Members in same-day funds to the
Securities Depository against delivery through their Agent Members by book
entry of shares of RP or as otherwise required by the Securities
Depository. The Securities Depository shall make payment in accordance with
its normal procedures.

           (c) If any Beneficial Owner selling shares of RP in a
Remarketing fails to deliver such shares, the Agent Member of such selling
Beneficial Owner and of any other person that was to have purchased shares
of RP in such Remarketing may deliver to any such other person a number of
whole shares of RP that is less than the number of shares that otherwise
was to be purchased by such person. In such event, the number of shares of
RP to be so delivered shall be determined by such Agent Member. Delivery of
such lesser number of shares of RP shall constitute good delivery.

           (d) The Remarketing Agent, the Paying Agent and the Securities
Depository each will use its reasonable commercial efforts to meet the
timing requirements set forth in paragraphs (a) and (b) above; provided
that, in the event that there is a delay in the occurrence of any delivery


                                       47
<PAGE>





or other event connected with a Remarketing, the Remarketing Agent, the
Paying Agent and the Securities Depository each will use its reasonable
commercial efforts to accommodate such delay in furtherance of the
Remarketing.

           (e) Notwithstanding any of the foregoing provisions of this
paragraph 5, the Remarketing Agent may, in its sole discretion, modify the
settlement procedures set forth above with respect to settlement, provided
any such modification does not adversely affect the Beneficial Owners or
the Holders of RP or the Corporation.

      6. Purchase of Shares of RP by Remarketing Agent. The Remarketing
Agent may purchase for its own account shares of RP in a Remarketing,
provided that it purchases all tendered (or deemed tendered) shares of RP
not sold in such Remarketing to other purchasers and that the Applicable
Dividend Rate established with respect to such shares in such Remarketing
are no higher than the Applicable Dividend Rate or Rates that would have
been established if the Remarketing Agent had not purchased such shares.
Except as provided in the previous sentence, the Remarketing Agent shall
not be obligated to purchase any shares of RP that would otherwise remain
unsold in a Remarketing. If the Remarketing Agent owns any shares of RP
subject to a Remarketing immediately prior to a Remarketing and if all
other shares subject to such Remarketing and tendered for sale by other
Beneficial Owners of shares of RP have been sold in such Remarketing, then
the Remarketing Agent may sell such number of its shares in such
Remarketing as there are outstanding orders to purchase that have not been
filled by such shares tendered for sale by other Beneficial Owners. Neither
the Corporation, the Paying Agent nor the Remarketing Agent shall be
obligated in any case to provide funds to make payment to a Beneficial
Owner upon such Beneficial Owner's tender of its shares of RP in a
Remarketing.

      7. Applicable Dividend Rate During a Non-Payment Period. So long as a
Non-Payment Period shall continue, paragraphs 1, 2, 3, 4, 5, and 6 of this
Part II shall not be applicable to any of the shares of RP and the shares
of RP shall not be subject to Tender and Dividend Reset.

      8. Transfers. As a condition precedent to purchasing shares of RP in
any offering, in any Remarketing or outside any Remarketing, each purchaser
of shares of RP shall be required to sign and deliver a Master Purchaser's
Letter, the sufficiency of any Master Purchaser's Letter to be determined
by the Remarketing Agent in its sole discretion, in which such purchaser
shall agree, among other things, (i) unless the Corporation has elected,
during a Non-Payment Period, to waive this requirement, to have its
ownership of such shares of RP maintained in book entry form by the
Securities Depository, in the account of a designated Agent Member which,
in turn, shall maintain records of such purchaser's beneficial ownership,
(ii) to be conclusively bound by the remarketing procedures, including the
Remarketing Agent's determination of the Applicable Dividend Rates,
pursuant to the remarketing procedures, (iii) that its notice to tender
shares of RP in a Remarketing will constitute an irrevocable offer, except
as set forth in such Master Purchaser's Letter, to sell the shares
specified in such notice and authorization to the Remarketing Agent to
sell, transfer or otherwise dispose of such shares as set forth herein and
(v) unless the Corporation shall have elected, during a Non-Payment Period,
to waive this requirement, to sell, transfer or otherwise dispose of any


                                       48
<PAGE>



share of RP held by it only pursuant to orders placed in a Remarketing
therefor or to a person that has signed and delivered a Master Purchaser's
Letter as provided herein, and, in the case of any transfer other than
pursuant to a Remarketing, to ensure that an Agent Member advises the
Remarketing Agent of such transfer. The Agent Member shall be authorized
and instructed to disclose to the Remarketing Agent and/or the Paying Agent
such information with respect to such purchaser's beneficial ownership as
the Remarketing Agent or Paying Agent shall request.

      9. Miscellaneous. To the extent permitted by applicable law, the
Board of Directors of the Corporation may interpret or adjust the
provisions hereof to resolve any inconsistency or ambiguity, remedy any
formal defect or make any other change or modification which does not
adversely affect the rights of Holders or Beneficial Owners of shares of RP
and if such inconsistency or ambiguity reflects an incorrect provision
hereof then the Board of Directors may authorize the filing of a
Certificate of Amendment or a Certificate of Correction, as the case may
be.

      10. Securities Depository; Stock Certificates. (a) If there is a
Securities Depository, an appropriate number of certificates for all of the
shares of RP shall be issued to the Securities Depository and registered in
the name of the Securities Depository or its nominee. Additional
certificates may be issued as necessary to represent shares of RP having
Optional Dividend Periods or Special Dividend Periods. All such
certificates shall bear a legend to the effect that such certificates are
issued subject to the provisions contained in these Articles Supplementary
and each Master Purchaser's Letter. Unless the Corporation shall have
elected, during a Non-Payment Period, to waive this requirement, the
Corporation will also issue stop-transfer instructions to the Paying Agent
for the shares of RP. Except as provided in paragraph (b) below, the
Securities Depository or its nominee will be the Holder, and no Beneficial
Owner shall receive certificates representing its ownership interest in
such shares.

           (b) If the Applicable Dividend Rate applicable to all shares of
RP shall be the Non-Payment Period Rate or there is no Securities
Depository, the Corporation may at its option issue one or more new
certificates with respect to such shares (without the legend referred to in
paragraph 10(a) of this Part II) registered in the names of the Beneficial
Owners or their nominees and rescind the stop-transfer instruction referred
to in paragraph 10(a) of this Part II with respect to such shares.




                                       49
<PAGE>


      IN WITNESS WHEREOF, DUFF & PHELPS SELECTED UTILITIES INC. has caused
these presents to be signed in its name and on its behalf by its President,
and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further acknowledged
said instrument to be the corporate act of the Corporation, and stated
under the penalties of perjury that to the best of their knowledge,
information and belief the matters and facts therein set forth with respect
to approval are true in all material respects, all on November 15, 1988.

                               DUFF & PHELPS SELECTED UTILITIES INC.


                               By  /s/ Charles V. Hansen
                                  -------------------------
                                  Chairman, President


Attest:

/s/ Calvin J. Pedersen
-----------------------
Secretary





</TEXT>
</DOCUMENT>
