<DOCUMENT>
<TYPE>EX-99.2A.9
<SEQUENCE>8
<FILENAME>efc4-1163_5540214ex992a9.txt
<TEXT>
                                                                EXHIBIT (a)(9)



                         MUNIYIELD INSURED FUND, INC.

                 Articles Supplementary creating two series of

                        Auction Market Preferred Stock


     MUNIYIELD INSURED FUND, 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
reclassified 5,200 authorized and unissued shares of common stock of the
Corporation as preferred stock of the Corporation and has authorized the
issuance of two series of preferred stock, par value $.10 per share,
liquidation preference $25,000 per share plus an amount equal to accumulated
but unpaid dividends (whether or not earned or declared) thereon, to be
designated respectively:

     Auction Market Preferred Stock, Series H; and Auction Market Preferred
Stock, Series I.

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

                                  DESIGNATION

     Series H: A series of 2,600 shares of preferred stock, par value $.10 per
share, liquidation preference $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series H." Each share of
Auction Market Preferred Stock, Series H (sometimes referred to herein as
"Series H AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation or pursuant to their delegated authority; have an
Initial Dividend


<PAGE>


Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Directors of the Corporation or pursuant
to their delegated authority; and have such other preferences, voting powers,
limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Articles Supplementary. The Auction
Market Preferred Stock, Series H shall constitute a separate series of
preferred stock of the Corporation, and each share of Auction Market Preferred
Stock, Series H shall be identical.

     Series I: A series of 2,600 shares of preferred stock, par value $.10 per
share, liquidation preference $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series I." Each share of
Auction Market Preferred Stock, Series I (sometimes referred to herein as
"Series I AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation or pursuant to their delegated authority; have an
Initial Dividend Rate and an Initial Dividend Payment Date as shall be
determined in advance of the issuance thereof by the Board of Directors of the
Corporation or pursuant to their delegated authority; and have such other
preferences, voting powers, limitations as to dividends, qualifications and
terms and conditions of redemption as are set forth in these Articles
Supplementary. The Auction Market Preferred Stock, Series I shall constitute a
separate series of preferred stock of the Corporation, and each share of
Auction Market Preferred Stock, Series I shall be identical.


                                      2
<PAGE>


     1. Definitions.

     (a) Unless the context or use indicates another or different meaning or
intent, in these Articles Supplementary the following terms have the following
meanings, whether used in the singular or plural:

     "Accountant's Confirmation" has the meaning set forth in paragraph 7(c)
of these Articles Supplementary.

     "Additional Dividend" has the meaning set forth in paragraph 2(e) of
these Articles Supplementary.

     "Adviser" means the Corporation's investment adviser which initially
shall be Fund Asset Management, L.P.

     "Affiliate" means any Person, other than Merrill Lynch, Pierce, Fenner &
Smith Incorporated or its successors, known to the Auction Agent to be
controlled by, in control of, or under common control with, the Corporation.

     "Agent Member" means a member of the Securities Depository that will act
on behalf of a Beneficial Owner of one or more shares of AMPS or a Potential
Beneficial Owner.

     "AMPS" means, as the case may be, the Auction Market Preferred Stock,
Series H; or the Auction Market Preferred Stock, Series I.

     "AMPS Basic Maintenance Amount," as of any Valuation Date, means the
dollar amount equal to (i) the sum of (A) the product of the number of shares
of AMPS of each series and Other AMPS Outstanding on such Valuation Date
multiplied by the sum of (a) $25,000 and (b) any applicable redemption premium
attributable to the designation of a Premium Call Period; (B) the aggregate
amount of cash dividends (whether or not earned or declared) that will have
accumulated for each share of AMPS and Other AMPS Outstanding, in each case,
to (but not


                                      3
<PAGE>


including) the end of the current Dividend Period for each series of AMPS that
follows such Valuation Date in the event the then current Dividend Period for
each series of AMPS will end within 49 calendar days of such Valuation Date or
through the 49th day after such Valuation Date in the event the then current
Dividend Period will not end within 49 calendar days of such Valuation Date;
(C) in the event the then current Dividend Period will end within 49 calendar
days of such Valuation Date, the aggregate amount of cash dividends that would
accumulate at the Maximum Applicable Rate applicable to a Dividend Period of
28 or fewer days on any shares of AMPS and Other AMPS Outstanding from the end
of such Dividend Period through the 49th day after such Valuation Date,
multiplied by the larger of the Moody's Volatility Factor and the S&P
Volatility Factor, determined from time to time by Moody's and S&P,
respectively (except that if such Valuation Date occurs during a Non-Payment
Period, the cash dividend for purposes of calculation would accumulate at the
then current Non-Payment Period Rate); (D) the amount of anticipated expenses
of the Corporation for the 90 days subsequent to such Valuation Date
(including any premiums payable with respect to a Policy); (E) the amount of
current outstanding balances of any indebtedness which is senior to the AMPS
plus interest actually accrued together with 30 days additional interest on
the current outstanding balances calculated at the current rate; (F) the
amount of the Corporation's Maximum Potential Additional Dividend Liability as
of such Valuation Date; and (G) any current liabilities as of such Valuation
Date to the extent not reflected in any of (i)(A) through (i)(F) (including,
without limitation, and immediately upon determination, any amounts due and
payable by the Corporation for portfolio securities purchased as of such
Valuation Date and any liabilities incurred for the purpose of clearing
securities transactions) less (ii) either (A) the Discounted Value of any of
the Corporation's assets, or (B) the face value of any of the Corporation's
assets if such assets mature prior to or on


                                      4
<PAGE>


the date of redemption of AMPS or payment of a liability and are either
securities issued or guaranteed by the United States Government or Deposit
Securities, in both cases irrevocably deposited by the Corporation for the
payment of the amount needed to redeem shares of AMPS subject to redemption or
to satisfy any of (i)(B) through (i)(G). For Moody's and S&P, the Corporation
shall include as a liability an amount calculated semi-annually equal to 150%
of the estimated cost of obtaining other insurance guaranteeing the timely
payment of interest on a Moody's Eligible Asset or an S&P Eligible Asset and
principal thereof to maturity with respect to Moody's Eligible Assets and S&P
Eligible Assets that (i) are covered by a Policy which provides the
Corporation with the option to obtain such other insurance and (ii) are
discounted by a Moody's Discount Factor or an S&P Discount Factor determined
by reference to the insurance claims-paying ability rating of the issuer of
such Policy.

     "AMPS Basic Maintenance Cure Date," with respect to the failure by the
Corporation to satisfy the AMPS Basic Maintenance Amount (as required by
paragraph 7(a) of these Articles Supplementary) as of a given Valuation Date,
means the sixth Business Day following such Valuation Date.

     "AMPS Basic Maintenance Report" means a report signed by any of the
President, 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 (seriatim
and in aggregate), the AMPS Basic Maintenance Amount and the net asset value
and market trading price per share of Common Stock.

     "Anticipation Notes" shall mean the following Municipal Bonds: revenue
anticipation notes, tax anticipation notes, tax and revenue anticipation
notes, grant anticipation notes and bond anticipation notes.


                                      5
<PAGE>


     "Applicable Percentage" has the meaning set forth in paragraph 10(a)(vii)
of these Articles Supplementary.

     "Applicable Rate" means the rate per annum at which cash dividends are
payable on the AMPS or Other AMPS, as the case may be, for any Dividend
Period.

     "Applicable Spread" has the meaning set forth in paragraph 10(a)(vii) of
these Articles Supplementary.

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

     "Auction Agent" means The Bank of New York unless and until another
commercial bank, trust company or other financial institution appointed by a
resolution of the Board of Directors of the Corporation or a duly authorized
committee thereof enters into an agreement with the Corporation to follow the
Auction Procedures for the purpose of determining the Applicable Rate and to
act as transfer agent, registrar, dividend disbursing agent and redemption
agent for the AMPS and Other AMPS.

     "Auction Date" has the meaning set forth in paragraph 10(a)(ii) of these
Articles Supplementary.

     "Auction Procedures" means the procedures for conducting Auctions set
forth in paragraph 10 of these Articles Supplementary.

     "Beneficial Owner" means a customer of a Broker-Dealer who is listed on
the records of that Broker-Dealer (or, if applicable, the Auction Agent) as a
holder of shares of AMPS or a Broker-Dealer that holds AMPS for its own
account.

     "Broker-Dealer" means any broker-dealer, or other entity permitted by law
to perform the functions required of a Broker-Dealer in paragraph 10 of these
Articles Supplementary, that has


                                      6
<PAGE>


been selected by the Corporation and has entered into a Broker-Dealer
Agreement with the Auction Agent that remains effective.

     "Broker-Dealer Agreement" means an agreement between the Auction Agent
and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the
procedures specified in paragraph 10 of these Articles Supplementary.

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

     "Charter" means the Articles of Incorporation, as amended and
supplemented (including these Articles Supplementary), of the Corporation on
file in the State Department of Assessments and Taxation of Maryland.

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

     "Common Stock" means the common stock, par value $.10 per share, of the
Corporation.

     "Corporation" means MuniYield Insured Fund, Inc., a Maryland corporation.

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

     "Deposit Securities" means cash and Municipal Bonds rated at least A2
(having a remaining maturity of 12 months or less), P-1, VMIG-1 or MIG-1 by
Moody's or A (having a remaining maturity of 12 months or less), A-1+ or SP-1+
by S&P or A (having a remaining maturity of 12 months or less) or F-1+ by
Fitch.

     "Discounted Value" means (i) with respect to an S&P Eligible Asset, the
quotient of the Market Value thereof divided by the applicable S&P Discount
Factor and (ii) with respect to a


                                      7
<PAGE>


Moody's Eligible Asset, the lower of par and the quotient of the Market Value
thereof divided by the applicable Moody's Discount Factor.

     "Dividend Payment Date," with respect to AMPS, has the meaning set forth
in paragraph 2(b)(i) of these Articles Supplementary and, with respect to
Other AMPS, has the equivalent meaning.

     "Dividend Period" means the Initial Dividend Period, any 7-Day Dividend
Period and any Special Dividend Period.

     "Existing Holder" means a Broker-Dealer or any such other Person as may
be permitted by the Corporation that is listed as the holder of record of
shares of AMPS in the Stock Books.

     "Fitch" means Fitch Ratings or its successors.

     "Forward Commitment" has the meaning set forth in paragraph 8(c) of these
Articles Supplementary.

     "High Yield Municipal Bonds" means (a) with respect to Moody's (1)
Municipal Bonds rated Ba1 to B3 by Moody's, (2) Municipal Bonds not rated by
Moody's, but rated BB+ to B- by S&P or Fitch, and (3) Municipal Bonds not
explicitly rated by Moody's, S&P or Fitch, but rated at least the equivalent
of B3 internally by the Adviser, provided that Moody's reviews and achieves
sufficient comfort with the Adviser's internal credit rating processes, and
(b) with respect to S&P (1) Municipal Bonds not rated by S&P but rated
equivalent to BBB or lower by another NRSRO and (2) Municipal Bonds rated BB+
or lower by S&P.

     "Holder" means a Person identified as a holder of record of shares of
AMPS in the Stock Register.


                                      8
<PAGE>


     "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 Payment Date" means the Initial Dividend Payment Date
as determined by the Board of Directors of the Corporation with respect to
each series of AMPS or Other AMPS, as the case may be.

     "Initial Dividend Period," with respect to each series of AMPS, has the
meaning set forth in paragraph 2(c)(i) of these Articles Supplementary and,
with respect to Other AMPS, has the equivalent meaning.

     "Initial Dividend Rate," with respect to each series of AMPS, means the
rate per annum applicable to the Initial Dividend Period for such series of
AMPS and, with respect to Other AMPS, has the equivalent meaning.

     "Initial Margin" means the amount of cash or securities deposited with a
broker as a margin payment at the time of purchase or sale of a futures
contract.

     "Inverse Floaters" means trust certificates or other instruments
evidencing interests in one or more Municipal Bonds that qualify as (i) S&P
Eligible Assets the interest rates on which are adjusted at short term
intervals on a basis that is inverse to the simultaneous readjustment of the
interest rates on corresponding floating rate trust certificates or other
instruments issued by the same issuer, provided that the ratio of the
aggregate dollar amount of floating rate instruments to inverse floating rate
instruments issued by the same issuer does not exceed one to one at their time
of original issuance unless the floating rate instrument has only one reset
remaining until maturity or (ii) Moody's Eligible Assets the interest rates on
which are adjusted at short term intervals on a basis that is inverse to the
simultaneous readjustment of the interest


                                      9
<PAGE>


rates on corresponding floating rate trust certificates or other instruments
issued by the same issuer, provided that (a) such Inverse Floaters are rated
by Moody's with the Adviser having the capability to collapse (or relink)
within seven (7) days as a liquidity enhancement measure, and (b) the issuer
of such Inverse Floaters employs a leverage factor (i.e., the ratio of
underlying capital appreciation bonds or other instruments to residual
long-term derivative instruments) of not more than 2:1.

     "LIBOR Dealer" means Merrill Lynch, Pierce, Fenner & Smith Incorporated
and such other dealer or dealers as the Corporation from time to time may
appoint or, in lieu thereof, their respective affiliates and successors.

     "LIBOR Rate," on any Auction Date, means (i) the rate for deposits in
U.S. dollars for the designated Dividend Period, which appears on display page
3750 of Moneyline's Telerate Service ("Telerate Page 3750") (or such other
page as may replace that page on that service, or such other service as may be
selected by the LIBOR Dealer or its successors that are LIBOR Dealers) as of
11:00 a.m., London time, on the day that is the London Business Day preceding
the Auction Date (the "LIBOR Determination Date"), or (ii) if such rate does
not appear on Telerate Page 3750 or such other page as may replace such
Telerate Page 3750, (A) the LIBOR Dealer shall determine the arithmetic mean
of the offered quotations of the Reference Banks to leading banks in the
London interbank market for deposits in U.S. dollars for the designated
Dividend Period in an amount determined by such LIBOR Dealer by reference to
requests for quotations as of approximately 11:00 a.m. (London time) on such
date made by such LIBOR Dealer to the Reference Banks, (B) if at least two of
the Reference Banks provide such quotations, LIBOR Rate shall equal such
arithmetic mean of such quotations, (C) if only one or none of the Reference
Banks provide such quotations, LIBOR Rate shall be deemed to be the


                                      10
<PAGE>


arithmetic mean of the offered quotations that leading banks in The City of
New York selected by the LIBOR Dealer (after obtaining the Corporation's
approval) are quoting on the relevant LIBOR Determination Date for deposits in
U.S. dollars for the designated Dividend Period in an amount determined by the
LIBOR Dealer (after obtaining the Corporation's approval) that is
representative of a single transaction in such market at such time by
reference to the principal London offices of leading banks in the London
interbank market; provided, however, that if one of the LIBOR Dealers does not
quote a rate required to determine the LIBOR Rate, the LIBOR Rate will be
determined on the basis of the quotation or quotations furnished by any
Substitute LIBOR Dealer or Substitute LIBOR Dealers selected by the
Corporation to provide such rate or rates not being supplied by the LIBOR
Dealer; provided further, that if the LIBOR Dealer and Substitute LIBOR
Dealers are required but unable to determine a rate in accordance with at
least one of the procedures provided above, the LIBOR Rate shall be the LIBOR
Rate as determined on the previous Auction Date. If the number of Dividend
Period days shall be (i) 7 or more but fewer than 21 days, such rate shall be
the seven-day LIBOR rate; (ii) more than 21 but fewer than 49 days, such rate
shall be the one-month LIBOR rate; (iii) 49 or more but fewer than 77 days,
such rate shall be the two-month LIBOR rate; (iv) 77 or more but fewer than
112 days, such rate shall be the three-month LIBOR rate; (v) 112 or more but
fewer than 140 days, such rate shall be the four-month LIBOR rate; (vi) 140 or
more but fewer than 168 days, such rate shall be the five-month LIBOR rate;
(vii) 168 or more but fewer than 189 days, such rate shall be the six-month
LIBOR rate; (viii) 189 or more but fewer than 217 days, such rate shall be the
seven-month LIBOR rate; (ix) 217 or more but fewer than 252 days, such rate
shall be the eight-month LIBOR rate; (x) 252 or more but fewer than 287 days,
such rate shall be the nine-month LIBOR rate; (xi) 287 or more but fewer than
315 days, such rate shall be the ten-month LIBOR


                                      11
<PAGE>


rate; (xii) 315 or more but fewer than 343 days, such rate shall be the
eleven-month LIBOR rate; and (xiii) 343 or more but fewer than 365 days, such
rate shall be the twelve-month LIBOR rate.

     "London Business Day" means any day on which commercial banks are
generally open for business in London.

     "Long Term Dividend Period" means a Special Dividend Period consisting of
a specified period of one whole year or more but not greater than five years.

     "Mandatory Redemption Price" means $25,000 per share of AMPS plus an
amount equal to accumulated but unpaid dividends (whether or not earned or
declared) to the date fixed for redemption and excluding Additional Dividends.

     "Marginal Tax Rate" means the maximum marginal regular Federal individual
income tax rate applicable to ordinary income or the maximum marginal regular
Federal corporate income tax rate, whichever is greater.

     "Market Value" of any asset of the Corporation shall be the market value
thereof determined by the Pricing Service. Market Value of any asset shall
include any interest accrued thereon. The Pricing Service shall value
portfolio securities at the quoted bid prices or the mean between the quoted
bid and asked price or the yield equivalent when quotations are not readily
available. Securities for which quotations are not readily available shall be
valued at fair value as determined by the Pricing Service using methods which
include consideration of: yields or prices of municipal bonds of comparable
quality, type of issue, coupon, maturity and rating; indications as to value
from dealers; and general market conditions. The Pricing Service may employ
electronic data processing techniques and/or a matrix system to determine
valuations. In the event the Pricing Service is unable to value a security,
the security shall be valued at the lower of two dealer bids obtained by the
Corporation from dealers who are


                                      12
<PAGE>


members of the National Association of Securities Dealers, Inc. and who make a
market in the security, at least one of which shall be in writing. Futures
contracts and options are valued at closing prices for such instruments
established by the exchange or board of trade on which they are traded, or if
market quotations are not readily available, are valued at fair value on a
consistent basis using methods determined in good faith by the Board of
Directors.

     "Maximum Applicable Rate," with respect to AMPS, has the meaning set
forth in paragraph 10(a)(vii) of these Articles Supplementary and, with
respect to Other AMPS, has the equivalent meaning.

     "Maximum Potential Additional Dividend Liability," as of any Valuation
Date, means the aggregate amount of Additional Dividends that would be due if
the Corporation were to make Retroactive Taxable Allocations, with respect to
any fiscal year, estimated based upon dividends paid and the amount of
undistributed realized net capital gains and other taxable income earned by
the Corporation, as of the end of the calendar month immediately preceding
such Valuation Date and assuming such Additional Dividends are fully taxable.

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

     "Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes a Moody's Eligible
Asset, the percentage determined by reference to (a) the rating by Moody's,
S&P or Fitch on such Municipal Bond or (b) in the event the Moody's Eligible
Asset is insured under a Policy and the terms of the Policy permit the
Corporation, at its option, to obtain other insurance guaranteeing the timely
payment of interest on such Moody's Eligible Asset and principal thereof to
maturity, the Moody's, S&P or Fitch insurance claims-paying ability rating of
the issuer of the Policy or (c) in the event the Moody's Eligible Asset is
insured under an insurance policy which guarantees the timely payment of


                                      13
<PAGE>


interest on such Moody's Eligible Asset and principal thereof to maturity, the
Moody's, S&P or Fitch insurance claims-paying ability rating of the issuer of
the insurance policy, in accordance with the tables (for the applicable
Moody's Exposure Period) set forth below:


          --------------------------------------------------------
                        Moody's Rating Category (1)
          ----------- ---------- --------- --------- -------------
             Aaa         Aa         A        Baa      Other (2)
          ----------- ---------- --------- --------- -------------
             151%       159%       168%      202%        220%
          ----------- ---------- --------- --------- -------------

Footnotes:

(1)  Ratings assigned by S&P or Fitch are generally accepted by Moody's at
     face value. However, adjustments to face value may be made to particular
     categories of credits for which the S&P and/or Fitch rating does not seem
     to approximate a Moody's rating equivalent. Split rated securities
     assigned by S&P and Fitch will be accepted at the lower of the two
     ratings.
(2)  Municipal Bonds rated Ba1 to B3 by Moody's or, if not rated by Moody's,
     rated BB+ to B- by S&P or Fitch. In addition, Municipal Bonds not
     explicitly rated by Moody's, S&P or Fitch, but rated at least the
     equivalent of B3 internally by the Adviser, provided that Moody's reviews
     and achieves sufficient comfort with the Adviser's internal credit rating
     processes, will be included under "Other" in the table. Unless
     conclusions regarding liquidity risk as well as estimates of both the
     probability and severity of default for the Corporation's assets can be
     derived from other sources as well as combined with a number of sources
     as presented by the Corporation to Moody's, unrated Municipal Bonds which
     are rated at least the equivalent of B3 by the Adviser internally are
     limited to 10% of Moody's Eligible Assets.


           ----------------------------------------------------
                         Moody's Rating Category
           --------------------------- ------------------------
             MIG-1, VMIG-1, P-1 (1)    MIG-1, VMIG-1, P-1 (2)
           --------------------------- ------------------------
                      100%                      136%
           --------------------------- ------------------------

Footnotes:
(1)  Moody's rated Municipal Bonds that have a maturity less than or equal to
     49 days and Municipal Bonds not rated by Moody's but rated the equivalent
     to MIG-1, VMIG-1, or P-1 by S&P or Fitch that have a maturity less than
     or equal to 49 days.
(2)  Moody's rated Municipal Bonds that have a maturity greater than 49 days
     and Municipal Bonds not rated by Moody's but rated the equivalent to
     MIG-1, VMIG-1, or P-1 by S&P or Fitch that have a maturity greater than
     49 days.

; provided, however, in the event a Moody's Discount Factor applicable to a
Moody's Eligible Asset is determined by reference to an insurance
claims-paying ability rating in accordance with clause (b) or (c), such
Moody's Discount Factor shall be increased by an amount equal to 50% of the
difference between (i) the percentage set forth in the foregoing table under
the applicable rating category and (ii) the percentage set forth in the
foregoing table under the rating category which is one category lower than the
applicable rating category.

     Notwithstanding the foregoing, no Moody's Discount Factor will be applied
to cash or to Receivables for Municipal Bonds Sold that are due within five
Business Days of such Valuation


                                      14
<PAGE>


Date. The Moody's Discount Factor for Receivables for Municipal Bonds Sold
that are due within six and 30 Business Days of such Valuation Date will be
the Moody's Discount Factor applicable to the Municipal Bonds sold.
"Receivables for Municipal Bonds Sold," for purposes of calculating Moody's
Eligible Assets as of any Valuation Date, means the book value of receivables
for Municipal Bonds sold as of or prior to such Valuation Date if such
receivables are due within 30 Business Days of such Valuation Date.

     The Moody's Discount Factor for Inverse Floaters shall be the product of
(x) the percentage determined by reference to the rating on the security
underlying such Inverse Floaters multiplied by (y) 1.25.

     The Moody's Discount Factor for Rule 2a-7 Money Market Funds shall be
110%.

     "Moody's Eligible Asset" means cash, Receivables for Municipal Bonds
Sold, Rule 2a-7 Money Market Funds or a Municipal Bond that (i) pays interest
in cash, (ii) is publicly rated B3 or higher by Moody's or, if not rated by
Moody's, but rated by S&P or Fitch, is publicly rated at least B- by S&P or
Fitch, or if not explicitly rated by Moody's, S&P or Fitch, be rated at least
the equivalent of B3 internally by the Adviser, provided that Moody's reviews
and achieves sufficient comfort with the Adviser's internal credit rating
processes, (iii) does not have its Moody's rating suspended by Moody's, (iv)
if an Inverse Floater, is explicitly rated by Moody's, and (v) is part of an
issue of Municipal Bonds of at least $10,000,000 (except for issues rated Aaa
by Moody's, as provided in the chart below). In addition, Municipal Bonds in
the Corporation's portfolio must be within the following diversification
requirements in order to be included within Moody's Eligible Assets:

<TABLE>
<CAPTION>

                                                   Minimum                Maximum                 Maximum State
                                                 Issue Size              Underlying                  Allowed
Rating                                          ($ Millions)          Obligor (%) (1)              (%) (1)(3)
------------------------------------------     ----------------    -----------------------    ----------------------


                                      15
<PAGE>


<S>                                                  <C>                    <C>                        <C>
Aaa...............................                    *                     100                        100
Aa................................                   10                      20                        60
A.................................                   10                      10                        40
Baa...............................                   10                      6                         20
Ba................................                   10                      4                         12
B ................................                   10                      3                         12
Other (2).........................                   10                      2                         12
---------------------
(1)    The referenced percentages represent maximum cumulative totals for the
       related rating category and each lower rating category.
(2)    Municipal Bonds not rated by Moody's, S&P or Fitch, but rated at least the equivalent of B3 internally by
       the Adviser.
(3)    Territorial bonds (other than those issued by Puerto Rico and counted
       collectively) are each limited to 10% of Moody's Eligible Assets. For
       diversification purposes, Puerto Rico will be treated as a state.
*N/A   Not applicable.

</TABLE>


For purposes of the maximum underlying obligor requirement described above,
any Municipal Bond backed by the guaranty, letter of credit or insurance
issued by a third party will be deemed to be issued by such third party if the
issuance of such third party credit is the sole determinant of the rating on
such Bond.

     When the Corporation sells a Municipal Bond and agrees to repurchase it
at a future date, the Discounted Value of such Bond will constitute a Moody's
Eligible Asset and the amount the Corporation is required to pay upon
repurchase of such Bond will count as a liability for purposes of calculating
the AMPS Basic Maintenance Amount. For so long as the AMPS are rated by
Moody's, the Corporation will not enter into any such reverse repurchase
agreements unless it has received written confirmation from Moody's that such
transactions would not impair the rating then assigned the AMPS by Moody's.
When the Corporation purchases a Municipal Bond and agrees to sell it at a
future date to another party, cash receivable by the Corporation thereby will
constitute a Moody's Eligible Asset if the long-term debt of such other party
is rated at least A2 by Moody's and such agreement has a term of 30 days or
less; otherwise the Discounted Value of such Bond will constitute a Moody's
Eligible Asset.

     High Yield Municipal Bonds may comprise no more than 20% of Moody's
Eligible Assets. Unless conclusions regarding liquidity risk as well as
estimates of both the probability


                                      16
<PAGE>


and severity of default for the Corporation's assets can be derived from other
sources as well as combined with a number of sources as presented by the
Corporation to Moody's, unrated High Yield Municipal Bonds which are rated at
least the equivalent of B3 by the Adviser internally are limited to 10% of
Moody's Eligible Assets.

     Inverse Floaters, including primary market and secondary market residual
interest bonds, may constitute no more than 10% of Moody's Eligible Assets.

     Notwithstanding the foregoing, an asset will not be considered a Moody's
Eligible Asset if it is (i) held in a margin account, (ii) subject to any
material lien, mortgage, pledge, security interest or security agreement of
any kind, (iii) held for the purchase of a security pursuant to a Forward
Commitment or (iv) irrevocably deposited by the Corporation for the payment of
dividends or redemption.

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

     "Moody's Hedging Transactions" has the meaning set forth in paragraph
8(b) of these Articles Supplementary.

     "Moody's Volatility Factor" means 272% as long as there has been no
increase enacted to the Marginal Tax Rate. If such an increase is enacted but
not yet implemented, the Moody's Volatility Factor shall be as follows:


                                      17
<PAGE>


                          % Change in                       Moody's Volatility
                       Marginal Tax Rate                           Factor
                       -----------------                    ------------------

                             <=5%                                    292%
                         >5% but <=10%                               313%
                        >10% but <=15%                               338%
                        >15% but <=20%                               364%
                        >20% but <=25%                               396%
                        >25% but <=30%                               432%
                        >30% but <=35%                               472%
                        >35% but <=40%                               520%

     Notwithstanding the foregoing, the Moody's Volatility Factor may mean
such other potential dividend rate increase factor as Moody's advises the
Corporation in writing is applicable.

     "Municipal Bonds" means "Municipal Bonds" as defined in the Corporation's
Registration Statement on Form N-2 (File No. 333-_____) relating to the AMPS
on file with the Securities and Exchange Commission, as such Registration
Statement may be amended from time to time, as well as short-term municipal
obligations, High Yield Municipal Bonds and Inverse Floaters.

     "Municipal Index" has the meaning set forth in paragraph 8(a) of these
Articles Supplementary.

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

     "1940 Act AMPS Asset Coverage" means asset coverage, as defined in
section 18(h) of the 1940 Act, of at least 200% with respect to all
outstanding senior securities of the Corporation which are stock, including
all outstanding shares of AMPS and Other AMPS (or such other asset coverage as
may in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities which are stock of a closed-end investment
company as a condition of paying dividends on its common stock).


                                      18
<PAGE>


     "1940 Act Cure Date," with respect to the failure by the Corporation to
maintain the 1940 Act AMPS Asset Coverage (as required by paragraph 6 of these
Articles Supplementary) as of the last Business Day of each month, means the
last Business Day of the following month.

     "Non-Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions".

     "Non-Payment Period" means, with respect to each series of AMPS, any
period commencing on and including the day on which the Corporation shall fail
to (i) declare, prior to the close of business on the second Business Day
preceding any Dividend Payment Date, for payment on or (to the extent
permitted by paragraph 2(c)(i) of these Articles Supplementary) within three
Business Days after such Dividend Payment Date to the Holders 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 shares of AMPS payable on such
Dividend Payment Date or (ii) deposit, irrevocably in trust, in same-day
funds, with the Auction Agent by 12:00 noon, New York City time, (A) on such
Dividend Payment Date the full amount of any cash dividend on such shares
payable (if declared) on such Dividend Payment Date or (B) on any redemption
date for any shares of AMPS called for redemption, the Mandatory Redemption
Price per share of such AMPS or, in the case of an optional redemption, the
Optional Redemption Price per share, 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 Holders in same-day funds; provided that, a Non-Payment
Period shall not end unless the Corporation shall have given at least five
days' but no more than 30 days' written notice of such deposit or availability
to the Auction Agent, all Existing Holders (at their addresses appearing in
the Stock Books) and the Securities Depository.


                                      19
<PAGE>


Notwithstanding the foregoing, the failure by the Corporation to deposit funds
as provided for by clauses (ii)(A) or (ii)(B) above within three Business Days
after any Dividend Payment Date or redemption date, as the case may be, in
each case to the extent contemplated by paragraph 2(c)(i) of these Articles
Supplementary, shall not constitute a "Non-Payment Period."

     "Non-Payment Period Rate" means, initially, 200% of the applicable
Reference Rate (or 300% of such rate if the Corporation has provided
notification to the Auction Agent prior to the Auction establishing the
Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that net
capital gains or other taxable income will be included in such dividend on
shares of AMPS), provided that the Board of Directors of the Corporation 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 of the Corporation
determines and Moody's and S&P (and any Substitute Rating Agency or Substitute
Rating Agencies, as the case may be, in lieu of Moody's or S&P, or both, in
the event either or both of such parties shall not rate the AMPS) advise the
Corporation in writing that such adjustment, modification, alteration or
change will not adversely affect their then current ratings on the AMPS.

     "Normal Dividend Payment Date" has the meaning set forth in paragraph
2(b)(i) of these Articles Supplementary.

     "Notice of Redemption" means any notice with respect to the redemption of
shares of AMPS pursuant to paragraph 4 of these Articles Supplementary.

     "Notice of Revocation" has the meaning set forth in paragraph 2(c)(iii)
of these Articles Supplementary.

     "Notice of Special Dividend Period" has the meaning set forth in
paragraph 2(c)(iii) of these Articles Supplementary.


                                      20
<PAGE>


     "NRSRO" means any nationally recognized statistical rating organization,
as that term is used in Rule 15a3-1 under the Securities Exchange Act of 1934,
as amended, or any successor provisions.

     "Optional Redemption Price" means $25,000 per share plus an amount equal
to accumulated but unpaid dividends (whether or not earned or declared) to the
date fixed for redemption and excluding Additional Dividends plus any
applicable redemption premium attributable to the designation of a Premium
Call Period.

     "Other AMPS" means the auction rate preferred stock of the Corporation,
other than the AMPS.

     "Outstanding" means, as of any date (i) with respect to AMPS, shares of
AMPS theretofore issued by the Corporation except, without duplication, (A)
any shares of AMPS theretofore cancelled or delivered to the Auction Agent for
cancellation, or redeemed by the Corporation, or as to which a Notice of
Redemption shall have been given and Deposit Securities shall have been
deposited in trust or segregated by the Corporation pursuant to paragraph 4(c)
and (B) any shares of AMPS as to which the Corporation or any Affiliate
thereof shall be a Beneficial Owner, provided that shares of AMPS held by an
Affiliate shall be deemed outstanding for purposes of calculating the AMPS
Basic Maintenance Amount and (ii) with respect to shares of other Preferred
Stock, has the equivalent meaning.

     "Parity Stock" means the AMPS and each other outstanding series of
Preferred Stock the holders of which, together with the holders of the AMPS,
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in proportion to
the full respective preferential amounts to which they are entitled, without
preference or priority one over the other.


                                      21
<PAGE>


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

     "Policy" means an insurance policy purchased by the Corporation which
guarantees the payment of principal and interest on specified Municipal Bonds
during the period in which such Municipal Bonds are owned by the Corporation;
provided, however, that, as long as the AMPS are rated by Moody's and S&P, the
Corporation will not obtain any Policy unless Moody's and S&P advise the
Corporation in writing that the purchase of such Policy will not adversely
affect their then-current rating on the AMPS.

     "Potential Beneficial Owner" means a customer of a Broker-Dealer or a
Broker-Dealer that is not a Beneficial Owner of shares of AMPS but that wishes
to purchase such shares, or that is a Beneficial Owner that wishes to purchase
additional shares of AMPS.

     "Potential Holder" means any Broker-Dealer or any such other Person as
may be permitted by the Corporation, including any Existing Holder, who may be
interested in acquiring shares of AMPS (or, in the case of an Existing Holder,
additional shares of AMPS).

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

     "Premium Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions."

     "Pricing Service" means J.J. Kenny or any pricing service designated by
the Board of Directors of the Corporation provided the Corporation obtains
written assurance from S&P and Moody's that such designation will not impair
the rating then assigned by S&P and Moody's to the AMPS.


                                      22
<PAGE>


     "Receivables for Municipal Bonds Sold" for Moody's has the meaning set
forth under the definition of Moody's Discount Factor, and for S&P has the
meaning set forth under the definition of S&P Discount Factor.

     "Reference Banks" means four major banks in the London interbank market
selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated or its
affiliates or successors or such other party as the Corporation may from time
to time appoint.

     "Reference Rate" means: (i) with respect to a Dividend Period having 364
or fewer days, the higher of the applicable LIBOR Rate and the Taxable
Equivalent of the Short-Term Municipal Bond Rate, or (ii) with respect to any
Dividend Period having 365 or more days, the applicable Treasury Index Rate.

     "Request for Special Dividend Period" has the meaning set forth in
paragraph 2(c)(iii) of these Articles Supplementary.

     "Response" has the meaning set forth in paragraph 2(c)(iii) of these
Articles Supplementary.

     "Retroactive Taxable Allocation" has the meaning set forth in paragraph
2(e) of these Articles Supplementary.

     "Right" with respect to each series of AMPS, has the meaning set forth in
paragraph 2(e) of these Articles Supplementary and, with respect to Other
AMPS, has the equivalent meaning.

     "Rule 2a-7 Money Market Funds" means investment companies registered
under the 1940 Act that comply with the requirements of Rule 2a-7 thereunder.

     "S&P" means Standard & Poor's or its successors.

     "S&P Discount Factor" means, for purposes of determining the Discounted
Value of any Municipal Bond which constitutes an S&P Eligible Asset, the
percentage determined by


                                      23
<PAGE>


reference (a) to the rating by S&P, Moody's or Fitch on such Municipal Bond or
(b) in the event the Municipal Bond is insured under a Policy and the terms of
the Policy permit the Corporation, at its option, to obtain other permanent
insurance guaranteeing the timely payment of interest on such Municipal Bond
and principal thereof to maturity, the S&P, Moody's or Fitch insurance
claims-paying ability rating of the issuer of the Policy or (c) in the event
the Municipal Bond is insured under an insurance policy which guarantees the
timely payment of interest on such Municipal Bond and principal thereof to
maturity, the S&P, Moody's or Fitch insurance claims-paying ability rating of
the issuer of the insurance policy; provided, however, for purposes of
determining the S&P Discount Factor applicable to Municipal Bonds or issuers
not rated by S&P, the Municipal Bonds or issuers will carry an S&P rating one
full rating category lower than the S&P rating category that is the equivalent
of the rating category in which such Municipal Bond or issuer is placed by a
NRSRO, in accordance with the table (for the applicable S&P Exposure Period)
set forth below:


------------------------------------------------------------------------------
                          S&P's Rating Category (1)
--------- --------- --------- --------- -------- --------- --------- ---------
   AAA*      AA*        A*       BBB*      BB*        B*      CCC*       NR
--------- --------- --------- --------- -------- --------- --------- ---------
 144.75%   147.75%   150.75%   153.75%   175.11%   195.11%   215.11%   220.00%
--------- --------- --------- --------- -------- --------- --------- ---------

---------------
* S&P rating.
(1)  For Municipal Bonds of any one issuer rated at least BBB by S&P, or if
     not rated by S&P, rated at least A by another NRSRO, 2% is added to the
     applicable S&P Discount Factor for every 1% by which the Market Value of
     such Municipal Bonds exceeds 5% of the aggregate Market Value of the S&P
     Eligible Assets, but in no event greater than 10%; or for any percentage
     over 5% add 10 percentage points to the applicable S&P Discount Factor.

     Notwithstanding the foregoing, (i) the S&P Discount Factor for short-term
Municipal Bonds will be 115%, so long as such Municipal Bonds are rated A-1+
or SP-1+ by S&P and mature or have a demand feature exercisable in 30 days or
less, or 120% so long as such Municipal Bonds are rated A-1 or SP-1 by S&P and
mature or have a demand feature exercisable in 30 days or less, or 125% if
such Municipal Bonds are not rated by S&P but are rated VMIG-1, P-1 or MIG-1
by Moody's or F-1+ by Fitch; provided, however, such short-term Municipal


                                      24
<PAGE>


Bonds rated by Moody's or Fitch but not rated by S&P having a demand feature
exercisable in 30 days or less must be backed by a letter of credit, liquidity
facility or guarantee from a bank or other financial institution having a
short-term rating of at least A-1+ from S&P; and further provided that such
short-term Municipal Bonds rated by Moody's or Fitch but not rated by S&P may
comprise no more than 50% of short-term Municipal Bonds that qualify as S&P
Eligible Assets, (ii) the S&P Discount Factor for Rule 2a-7 Money Market Funds
will be 110%, (iii) the S&P Discount Factor for Receivables for Municipal
Bonds Sold that are due in more than five Business Days from such Valuation
Date will be the S&P Discount Factor applicable to the Municipal Bonds sold,
and (iv) no S&P Discount Factor will be applied to cash or to Receivables for
Municipal Bonds Sold if such receivables are due within five Business Days of
such Valuation Date. "Receivables for Municipal Bonds Sold," for purposes of
calculating S&P Eligible Assets as of any Valuation Date, means the book value
of receivables for Municipal Bonds sold as of or prior to such Valuation Date.
For purposes of the foregoing, Anticipation Notes rated SP-1 or, if not rated
by S&P, rated VMIG-1 by Moody's or F-1+ by Fitch, which do not mature or have
a demand feature exercisable in 30 days and which do not have a long-term
rating, shall be considered to be short-term Municipal Bonds.

     "S&P Eligible Asset" means cash, Receivables for Municipal Bonds Sold,
Rule 2a-7 Money Market Funds or a Municipal Bond that (i) is issued by any of
the 50 states of the United States, its territories and their subdivisions,
counties, cities, towns, villages, and school districts, agencies, such as
authorities and special districts created by the states, and certain federally
sponsored agencies such as local housing authorities (payments made on these
bonds are exempt from regular federal income taxes and are generally exempt
from state and local taxes in the state of issuance), (ii) except for zero
coupon Municipal Bonds rated AAA by S&P that mature in 30 years or less, is
interest bearing and pays interest at least semi-annually; (iii) is payable
with


                                      25
<PAGE>


respect to principal and interest in United States Dollars; (iv) is not
subject to a covered call or covered put option written by the Corporation;
(v) except for Inverse Floaters, is not part of a private placement; and (vi)
except for Inverse Floaters and legally defeased bonds that are secured by
securities issued or guaranteed by the United States Government, is part of an
issue of Municipal Bonds with an original issue size of at least $10 million
or, if of an issue with an original issue size below $10 million, is rated at
least AA or higher by S&P. Notwithstanding the foregoing:

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

          (2) Municipal Bonds which are escrow bonds or defeased bonds may
     compose up to 100% of the aggregate Market Value of S&P Eligible Assets
     if such Bonds initially are assigned a rating by S&P in accordance with
     S&P's legal defeasance criteria or rerated by S&P as economic defeased
     escrow bonds and assigned an AAA rating. Municipal Bonds may be rated as
     escrow bonds by another NRSRO or rerated as an escrow bond and assigned
     the equivalent of an S&P AAA rating, provided that such equivalent rated
     Bonds are limited to 50% of the aggregate Market Value of S&P Eligible
     Assets and are deemed to have an AA S&P rating for purposes of
     determining the S&P Discount Factor applicable to such Municipal Bonds.
     The limitations on Municipal Bonds in clause (1) above and clauses (3)
     and (4) below are not applicable to escrow bonds;

          (3) Municipal Bonds which are not rated by any NRSRO may comprise no
     more than 10% of S&P Eligible Assets;


                                      26
<PAGE>


          (4) Municipal Bonds rated at least BBB by S&P, or if not rated by
     S&P, rated at least A by another NRSRO, of any one issuer or guarantor
     (excluding bond insurers) will be considered S&P Eligible Assets only to
     the extent the Market Value of such Municipal Bonds does not exceed 10%
     of the aggregate Market Value of the S&P Eligible Assets, High Yield
     Municipal Bonds of any issuer may comprise no more than 5% of S&P
     Eligible Assets, and Municipal Bonds of any one issuer which are not
     rated by any NRSRO will be considered S&P Eligible Assets only to the
     extent the Market Value of such Municipal Bonds does not exceed 5% of the
     aggregate Market Value of the S&P Eligible Assets. In the aggregate, the
     maximum issuer exposure is limited to 10% of the S&P Eligible Assets; and

          (5) Municipal Bonds not rated by S&P but rated by another NRSRO will
     be included in S&P Eligible Assets only to the extent the Market Value of
     such Municipal Bonds does not exceed 50% of the aggregate Market Value of
     the S&P Eligible Assets.

     "S&P Exposure Period" means the sum of (i) that number of days from the
last Valuation Date on which the Corporation's Discounted Value of S&P
Eligible Assets were greater than the AMPS Basic Maintenance Amount to the
Valuation Date on which the Corporation's Discounted Value of S&P Eligible
Assets failed to exceed the AMPS Basic Maintenance Amount, (ii) the maximum
number of days following a Valuation Date that the Corporation has under these
Articles Supplementary to cure any failure to maintain a Discounted Value of
S&P Eligible Assets at least equal to the AMPS Basic Maintenance Amount, and
(iii) the maximum number of days the Corporation has to effect a mandatory
redemption under Section 4(a)(ii) of these Articles Supplementary.


                                      27
<PAGE>


     "S&P Hedging Transactions" has the meaning set forth in paragraph 8(a) of
these Articles Supplementary.

     "S&P Volatility Factor" means 277% or such other potential dividend rate
increase factor as S&P advises the Corporation in writing is applicable.

     "Securities Depository" means The Depository Trust Company or any
successor company or other entities elected by the Corporation as securities
depository for the shares of AMPS that agrees to follow the procedures
required to be followed by such securities depository in connection with the
shares of AMPS.

     "Service" means the United States Internal Revenue Service.

     "7-Day Dividend Period" means a Dividend Period consisting of seven days.

     "Short Term Dividend Period" means a Special Dividend Period consisting
of a specified number of days (other than seven), evenly divisible by seven
and not fewer than seven nor more than 364.

     "Special Dividend Period" means a Dividend Period consisting of (i) a
specified number of days (other than seven), evenly divisible by seven and not
fewer than seven nor more than 364 or (ii) a specified period of one whole
year or more but not greater than five years (in each case subject to
adjustment as provided in paragraph 2(b)(i)).

     "Specific Redemption Provisions" means, with respect to a Special
Dividend Period either, or any combination of, (i) a period (a "Non-Call
Period") determined by the Board of Directors of the Corporation, after
consultation with the Auction Agent and the Broker-Dealers, during which the
shares of AMPS subject to such Dividend Period shall not be subject to
redemption at the option of the Corporation and (ii) a period (a "Premium Call
Period"), consisting of a number of whole years and determined by the Board of
Directors of the


                                      28
<PAGE>


Corporation, after consultation with the Auction Agent and the Broker-Dealers,
during each year of which the shares of AMPS subject to such Dividend Period
shall be redeemable at the Corporation's option at a price per share equal to
$25,000 plus accumulated but unpaid dividends plus a premium expressed as a
percentage of $25,000, as determined by the Board of Directors of the
Corporation after consultation with the Auction Agent and the Broker-Dealers.

     "Stock Books" means the books maintained by the Auction Agent setting
forth at all times a current list, as determined by the Auction Agent, of
Existing Holders of the AMPS.

     "Stock Register" means the register of Holders maintained on behalf of
the Corporation by the Auction Agent in its capacity as transfer agent and
registrar for the AMPS.

     "Subsequent Dividend Period," with respect to AMPS, has the meaning set
forth in paragraph 2(c)(i) of these Articles Supplementary and, with respect
to Other AMPS, has the equivalent meaning.

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

     "Substitute Rating Agency" and "Substitute Rating Agencies" mean a NRSRO
or two NRSROs, respectively, selected by Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its affiliates and successors, after obtaining the
Corporation's approval, 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 AMPS.

     "Taxable Equivalent of the Short-Term Municipal Bond Rate" on any date
means 90% of the quotient of (A) the per annum rate expressed on an interest
equivalent basis equal to the Kenny S&P 30 day High Grade Index (the "Kenny
Index") or any successor index, made


                                      29
<PAGE>


available for the Business Day immediately preceding such date but in any
event not later than 8:30 A.M., New York City time, on such date by Kenny
Information Systems Inc. or any successor thereto, based upon 30-day yield
evaluations at par of bonds the interest on which is excludable for regular
Federal income tax purposes under the Code of "high grade" component issuers
selected by Kenny Information Systems Inc. or any such successor from time to
time in its discretion, which component issuers shall include, without
limitation, issuers of general obligation bonds but shall exclude any bonds
the interest on which constitutes an item of tax preference under Section
57(a)(5) of the Code, or successor provisions, for purposes of the
"alternative minimum tax," divided by (B) 1.00 minus the Marginal Tax Rate
(expressed as a decimal); provided, however, that if the Kenny Index is not
made so available by 8:30 A.M., New York City time, on such date by Kenny
Information Systems Inc. or any successor, the Taxable Equivalent of the
Short-Term Municipal Bond Rate shall mean the quotient of (A) the per annum
rate expressed on an interest equivalent basis equal to the most recent Kenny
Index so made available for any preceding Business Day, divided by (B) 1.00
minus the Marginal Tax Rate (expressed as a decimal). The Corporation may not
utilize a successor index to the Kenny Index unless Moody's and S&P provide
the Corporation with written confirmation that the use of such successor index
will not adversely affect the then-current respective Moody's and S&P ratings
of the AMPS.

     "Treasury Bonds" means U.S. Treasury Bonds or Notes.

     "Treasury Index Rate" means the average yield to maturity for actively
traded marketable fixed interest rate U.S. Treasury Securities having the same
number of 30-day periods to maturity as the length of the applicable Dividend
Period, determined, to the extent necessary, by linear interpolation based
upon the yield for such securities having the next shorter and next


                                      30
<PAGE>


longer number of 30-day periods to maturity treating all Dividend Periods with
a length greater than the longest maturity for such securities as having a
length equal to such longest maturity, in all cases based upon data set forth
in the most recent weekly statistical release published by the Board of
Governors of the Federal Reserve System (currently in H.15(519)); provided,
however, if the most recent such statistical release shall not have been
published during the 15 days preceding the date of computation, the foregoing
computations shall be based upon the average of comparable data as quoted to
the Corporation by at least three recognized dealers in U.S. Government
Securities selected by the Corporation.

     "U.S. Treasury Securities" means direct obligations of the United States
Treasury that are entitled to the full faith and credit of the United States
government.

     "Valuation Date" means, for purposes of determining whether the
Corporation is maintaining the AMPS Basic Maintenance Amount, the last
Business Day of each week commencing with the Date of Original Issue;
provided, however, that the first Valuation Date may occur on any date
established by the Corporation; provided, however, that such date shall not be
more than one week from the Date of Original Issue.

     "Variation Margin" means, in connection with an outstanding futures
contract owned or sold by the Corporation, the amount of cash or securities
paid to or received from a broker (subsequent to the Initial Margin payment)
from time to time as the price of such futures contract fluctuates.

     (b) The foregoing definitions of Accountant's Confirmation, AMPS Basic
Maintenance Amount, AMPS Basic Maintenance Cure Date, AMPS Basic Maintenance
Report, Deposit Securities, Discounted Value, High Yield Municipal Bonds,
Independent Accountant, Initial Margin, Inverse Floaters, Market Value,
Maximum Potential Additional Dividend Liability,


                                      31
<PAGE>


Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period,
Moody's Hedging Transactions, Moody's Volatility Factor, Policy, S&P Discount
Factor, S&P Eligible Asset, S&P Exposure Period, S&P Hedging Transactions, S&P
Volatility Factor, Valuation Date and Variation Margin have been determined by
the Board of Directors of the Corporation in order to obtain a Aaa rating from
Moody's and a AAA rating from S&P on each series of AMPS on their Date of
Original Issue; and the Board of Directors of the Corporation shall have the
authority, without shareholder approval, to amend, alter or repeal from time
to time by resolution or otherwise the foregoing definitions and the
restrictions and guidelines if Moody's and S&P or any Substitute Rating Agency
advises the Corporation in writing that such amendment, alteration or repeal
will not materially affect the then current rating of such series of AMPS.
Furthermore, if the Board of Directors determines as provided in paragraph 12
hereto not to continue to comply with the provisions of paragraphs 7 and 8
hereof with respect to Moody's, and any other provisions hereof with respect
to obtaining and maintaining a rating on the AMPS from Moody's, and/or
paragraphs 7 and 8 hereof with respect to S&P, and any other provisions hereof
with respect to obtaining and maintaining a rating on the AMPS from S&P, then
such definitions listed in this paragraph, unless the context requires
otherwise, shall have no meaning in these Articles Supplementary for the AMPS.

     2. Dividends.

     (a) The Holders shall be entitled to receive, when, as and if declared by
the Board of Directors of the Corporation, out of funds legally available
therefor, cumulative dividends each consisting of (i) cash at the Applicable
Rate, (ii) a Right to receive cash as set forth in paragraph 2(e) below, and
(iii) any additional amounts as set forth in paragraph 2(f) below, and no
more, payable on the Dividend Payment Date set forth below. Dividends on the
shares of AMPS so


                                      32
<PAGE>


declared and payable shall be paid (i) in preference to and in priority over
any dividends declared and payable on the Common Stock, and (ii) to the extent
permitted under the Code and to the extent available, out of net tax-exempt
income earned on the Corporation's investments. To the extent permitted under
the Code, dividends on shares of AMPS will be designated as exempt-interest
dividends. For the purposes of this section, the term "net tax-exempt income"
shall exclude capital gains of the Corporation.

     (b) (i) Cash dividends on shares of AMPS shall accumulate from the Date
of Original Issue and shall be payable, when, as and if declared by the Board
of Directors, out of funds legally available therefor, commencing on the
Initial Dividend Payment Date with respect to each series of AMPS. Following
the Initial Dividend Payment Date for each series of AMPS, dividends on each
series of AMPS will be payable, at the option of the Corporation, either (i)
with respect to any 7-Day Dividend Period and any Short Term Dividend Period
of 35 or fewer days, on the day next succeeding the last day thereof, or (ii)
with respect to any Short Term Dividend Period of more than 35 days and with
respect to any Long Term Dividend Period, monthly on the first Business Day of
each calendar month during such Short Term Dividend Period or Long Term
Dividend Period and on the day next succeeding the last day thereof (each such
date referred to in clause (i) or (ii) being herein referred to as a "Normal
Dividend Payment Date"), except that if such Normal Dividend Payment Date is
not a Business Day, then the Dividend Payment Date shall be the first Business
Day next succeeding such Normal Dividend Payment Date. Although any particular
Dividend Payment Date may not occur on the originally scheduled date because
of the exception discussed above, the next succeeding Dividend Payment Date,
subject to such exception, will occur on the next following originally
scheduled date. If for any reason a Dividend Payment Date cannot be fixed as
described above, then the Board of


                                      33
<PAGE>


Directors shall fix the Dividend Payment Date. The Board of Directors by
resolution prior to authorization of a dividend by the Board of Directors may
change a Dividend Payment Date if such change does not adversely affect the
contract rights of the Holders of shares of AMPS set forth in the Charter. The
Initial Dividend Period, 7-Day Dividend Periods and Special Dividend Periods
are hereinafter sometimes referred to as Dividend Periods. Each dividend
payment date determined as provided above is hereinafter referred to as a
"Dividend Payment Date."

          (ii) Each dividend shall be paid to the Holders as they appear in
     the Stock Register as of 12:00 noon, New York City time, on the Business
     Day preceding the Dividend Payment Date. Dividends in arrears for any
     past Dividend Period may be declared and paid at any time, without
     reference to any regular Dividend Payment Date, to the Holders as they
     appear on the Stock Register on a date, not exceeding 15 days prior to
     the payment date therefor, as may be fixed by the Board of Directors of
     the Corporation.

     (c) (i) During the period from and including the Date of Original Issue
to but excluding the Initial Dividend Payment Date for each series of AMPS
(the "Initial Dividend Period"), the Applicable Rate shall be the Initial
Dividend Rate. Commencing on the Initial Dividend Payment Date for each series
of AMPS, the Applicable Rate for each subsequent dividend period (hereinafter
referred to as a "Subsequent Dividend Period"), which Subsequent Dividend
Period shall commence on and include a Dividend Payment Date and shall end on
and include the calendar day prior to the next Dividend Payment Date (or last
Dividend Payment Date in a Dividend Period if there is more than one Dividend
Payment Date), shall be equal to the rate per annum that results from
implementation of the Auction Procedures.


                                      34
<PAGE>


     The Applicable Rate for each Dividend Period commencing during a
Non-Payment Period shall be equal to the Non-Payment Period Rate; and each
Dividend Period, commencing after the first day of, and during, a Non-Payment
Period shall be a 7-Day Dividend Period in the case of each series of AMPS.
Except in the case of the willful failure of the Corporation to pay a dividend
on a Dividend Payment Date or to redeem any shares of AMPS on the date set for
such redemption, any amount of any dividend due on any Dividend Payment Date
(if, prior to the close of business on the second Business Day preceding such
Dividend Payment Date, the Corporation has declared such dividend payable on
such Dividend Payment Date to the Holders of such shares of AMPS as of 12:00
noon, New York City time, on the Business Day preceding such Dividend Payment
Date) or redemption price with respect to any shares of AMPS not paid to such
Holders when due may be paid to such Holders in the same form of funds by
12:00 noon, New York City time, on any of the first three Business Days after
such Dividend Payment Date or due date, as the case may be, provided that,
such amount is accompanied by a late charge calculated for such period of
non-payment at the Non-Payment Period Rate applied to the amount of such
non-payment based on the actual number of days comprising such period divided
by 365. In the case of a willful failure of the Corporation to pay a dividend
on a Dividend Payment Date or to redeem any shares of AMPS on the date set for
such redemption, the preceding sentence shall not apply and the Applicable
Rate for the Dividend Period commencing during the Non-Payment Period
resulting from such failure shall be the Non-Payment Period Rate. For the
purposes of the foregoing, payment to a person in same-day funds on any
Business Day at any time shall be considered equivalent to payment to such
person in New York Clearing House (next day) funds at the same time on the
preceding Business Day, and any payment made after 12:00 noon, New York City
time, on any Business Day shall be considered to have been


                                      35
<PAGE>


made instead in the same form of funds and to the same person before 12:00
noon, New York City time, on the next Business Day.

          (ii) The amount of cash dividends per share of any series of AMPS
     payable (if declared) on the Initial Dividend Payment Date and on each
     Dividend Payment Date of each 7-Day Dividend Period, and each Short Term
     Dividend Period shall be computed by multiplying the Applicable Rate for
     such Dividend Period by a fraction, the numerator of which will be the
     number of days in such Dividend Period or part thereof that such share
     was outstanding and the denominator of which will be 365, multiplying the
     amount so obtained by $25,000, and rounding the amount so obtained to the
     nearest cent. During any Long Term Dividend Period, the amount of cash
     dividends per share of AMPS payable (if declared) on any Dividend Payment
     Date shall be computed by multiplying the Applicable Rate for such
     Dividend Period by a fraction, the numerator of which will be such number
     of days in such part of such Dividend Period that such share was
     outstanding and for which dividends are payable on such Dividend Payment
     Dates and the denominator of which will be 360, multiplying the amount so
     obtained by $25,000, and rounding the amount so obtained to the nearest
     cent.

          (iii) With respect to each Dividend Period that is a Special
     Dividend Period, the Corporation may, at its sole option and to the
     extent permitted by law, by telephonic and written notice (a "Request for
     Special Dividend Period") to the Auction Agent and to each Broker-Dealer,
     request that the next succeeding Dividend Period for a series of AMPS be
     a number of days (other than seven), evenly divisible by seven and not
     fewer than seven nor more than 364 in the case of a Short Term Dividend
     Period or one whole year or more but not greater than five years in the
     case of a Long Term Dividend Period,


                                      36
<PAGE>


     specified in such notice, provided that the Corporation may not give a
     Request for Special Dividend Period (and any such request shall be null
     and void) unless, for any Auction occurring after the initial Auction,
     Sufficient Clearing Bids were made in the last occurring Auction and
     unless full cumulative dividends, any amounts due with respect to
     redemptions, and any Additional Dividends payable prior to such date have
     been paid in full. Such Request for Special Dividend Period, in the case
     of a Short Term Dividend Period, shall be given on or prior to the second
     Business Day but not more than seven Business Days prior to an Auction
     Date for a series of AMPS and, in the case of a Long Term Dividend
     Period, shall be given on or prior to the second Business Day but not
     more than 28 days prior to an Auction Date for the AMPS. Upon receiving
     such Request for Special Dividend Period, the Broker-Dealer(s) shall
     jointly determine whether, given the factors set forth below, it is
     advisable that the Corporation issue a Notice of Special Dividend Period
     for the series of AMPS as contemplated by such Request for Special
     Dividend Period and the Optional Redemption Price of the AMPS during such
     Special Dividend Period and the Specific Redemption Provisions and shall
     give the Corporation written notice (a "Response") of such determination
     by no later than the second Business Day prior to such Auction Date. In
     making such determination the Broker-Dealer(s) will consider (1) existing
     short-term and long-term market rates and indices of such short-term and
     long-term rates, (2) existing market supply and demand for short-term and
     long-term securities, (3) existing yield curves for short-term and
     long-term securities comparable to the AMPS, (4) industry and financial
     conditions which may affect the AMPS, (5) the investment objective of the
     Corporation, and (6) the Dividend Periods and dividend rates at which
     current and potential beneficial holders of the AMPS would


                                      37
<PAGE>


     remain or become beneficial holders. If the Broker-Dealer(s) shall not
     give the Corporation a Response by such second Business Day or if the
     Response states that given the factors set forth above it is not
     advisable that the Corporation give a Notice of Special Dividend Period
     for the series of AMPS, the Corporation may not give a Notice of Special
     Dividend Period in respect of such Request for Special Dividend Period.
     In the event the Response indicates that it is advisable that the
     Corporation give a Notice of Special Dividend Period for the series of
     AMPS, the Corporation may by no later than the second Business Day prior
     to such Auction Date give a notice (a "Notice of Special Dividend
     Period") to the Auction Agent, the Securities Depository and each
     Broker-Dealer which notice will specify (i) the duration of the Special
     Dividend Period, (ii) the Optional Redemption Price as specified in the
     related Response and (iii) the Specific Redemption Provisions, if any, as
     specified in the related Response. The Corporation also shall provide a
     copy of such Notice of Special Dividend Period to Moody's and S&P. The
     Corporation shall not give a Notice of Special Dividend Period and, if
     the Corporation has given a Notice of Special Dividend Period, the
     Corporation is required to give telephonic and written notice of its
     revocation (a "Notice of Revocation") to the Auction Agent, each
     Broker-Dealer, and the Securities Depository on or prior to the Business
     Day prior to the relevant Auction Date if (x) either the 1940 Act AMPS
     Asset Coverage is not satisfied or the Corporation shall fail to maintain
     S&P Eligible Assets and Moody's Eligible Assets each with an aggregate
     Discounted Value at least equal to the AMPS Basic Maintenance Amount, in
     each case on the Valuation Date immediately preceding the Business Day
     prior to the relevant Auction Date on an actual basis and on a pro forma
     basis giving effect to the proposed Special Dividend Period (using as a
     pro


                                      38
<PAGE>


     forma dividend rate with respect to such Special Dividend Period the
     dividend rate which the Broker-Dealers shall advise the Corporation is an
     approximately equal rate for securities similar to the AMPS with an equal
     dividend period), provided that, in calculating the aggregate Discounted
     Value of Moody's Eligible Assets for this purpose, the Moody's Exposure
     Period shall be deemed to be one week longer, (y) sufficient funds for
     the payment of dividends payable on the immediately succeeding Dividend
     Payment Date have not been segregated in an account at the Corporation's
     custodian bank or on the books of the Corporation by the close of
     business on the third Business Day preceding the related Auction Date or
     (z) the Broker-Dealer(s) jointly advise the Corporation that after
     consideration of the factors listed above they have concluded that it is
     advisable to give a Notice of Revocation. The Corporation also shall
     provide a copy of such Notice of Revocation to Moody's and S&P. If the
     Corporation is prohibited from giving a Notice of Special Dividend Period
     as a result of any of the factors enumerated in clause (x), (y) or (z)
     above or if the Corporation gives a Notice of Revocation with respect to
     a Notice of Special Dividend Period for any series of AMPS, the next
     succeeding Dividend Period will be a 7-Day Dividend Period. In addition,
     in the event Sufficient Clearing Bids are not made in the applicable
     Auction or such Auction is not held for any reason, such next succeeding
     Dividend Period will be a 7-Day Dividend Period and the Corporation may
     not again give a Notice of Special Dividend Period for a series of AMPS
     (and any such attempted notice shall be null and void) until Sufficient
     Clearing Bids have been made in an Auction with respect to a 7-Day
     Dividend Period.

     (d) (i) Holders shall not be entitled to any dividends, whether payable
in cash, property or stock, in excess of full cumulative dividends and
applicable late charges, as herein provided,


                                      39
<PAGE>


on the shares of AMPS (except for Additional Dividends as provided in
paragraph 2(e) hereof and additional payments as provided in paragraph 2(f)
hereof). Except for the late charge payable pursuant to paragraph 2(c)(i)
hereof, no interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment on the shares of AMPS that may be in arrears.

          (ii) For so long as any share of AMPS 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 AMPS
     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 AMPS 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 AMPS 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 AMPS as
     to dividends and upon liquidation), unless (A) immediately after such
     transaction, the Corporation shall have S&P Eligible Assets and Moody's
     Eligible Assets each with an aggregate Discounted Value equal to or
     greater than the AMPS Basic Maintenance Amount and the Corporation shall
     maintain the 1940 Act AMPS Asset Coverage, (B) full cumulative dividends
     on shares of AMPS and shares of Other AMPS 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


                                      40
<PAGE>


     Auction Agent, (C) any Additional Dividend required to be paid under
     paragraph 2(e) below 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 AMPS required to be redeemed by any provision for mandatory
     redemption contained in Section 4(a)(ii).

     (e) Each dividend shall consist of (i) cash at the Applicable Rate, (ii)
an uncertificated right (a "Right") to receive an Additional Dividend (as
defined below), and (iii) any additional amounts as set forth in paragraph
2(f) below. Each Right shall thereafter be independent of the share or shares
of AMPS on which the dividend was paid. The Corporation shall cause to be
maintained a record of each Right received by the respective Holders. A Right
may not be transferred other than by operation of law. If the Corporation
retroactively allocates any net capital gains or other income subject to
regular Federal income taxes to shares of AMPS without having given advance
notice thereof to the Auction Agent as described in paragraph 2(f) hereof
solely by reason of the fact that such allocation is made as a result of the
redemption of all or a portion of the outstanding shares of AMPS or the
liquidation of the Corporation (the amount of such allocation referred to
herein as a "Retroactive Taxable Allocation"), the Corporation will, within 90
days (and generally within 60 days) after the end of the Corporation's fiscal
year for which a Retroactive Taxable Allocation is made, provide notice
thereof to the Auction Agent and to each holder of a Right applicable to such
shares of AMPS (initially Cede & Co. as nominee of The Depository Trust
Company) during such fiscal year at such holder's address as the same appears
or last appeared on the Stock Books of the Corporation. The Corporation will,
within 30 days after such notice is given to the Auction Agent, pay to the
Auction Agent (who will then distribute to such holders of Rights), out of
funds legally available therefor, an amount equal to


                                      41
<PAGE>


the aggregate Additional Dividend with respect to all Retroactive Taxable
Allocations made to such holders during the fiscal year in question.

     An "Additional Dividend" means payment to a present or former holder of
shares of AMPS of an amount which, when taken together with the aggregate
amount of Retroactive Taxable Allocations made to such holder with respect to
the fiscal year in question, would cause such holder's dividends in dollars
(after Federal income tax consequences) from the aggregate of both the
Retroactive Taxable Allocations and the Additional Dividend to be equal to the
dollar amount of the dividends which would have been received by such holder
if the amount of the aggregate Retroactive Taxable Allocations had been
excludable from the gross income of such holder. Such Additional Dividend
shall be calculated (i) without consideration being given to the time value of
money; (ii) assuming that no holder of shares of AMPS is subject to the
Federal alternative minimum tax with respect to dividends received from the
Corporation; and (iii) assuming that each Retroactive Taxable Allocation would
be taxable in the hands of each holder of shares of AMPS at the greater of:
(x) the maximum marginal regular Federal individual income tax rate applicable
to ordinary income or capital gains depending on the taxable character of the
distribution (including any surtax); or (y) the maximum marginal regular
Federal corporate income tax rate applicable to ordinary income or capital
gains depending on the taxable character of the distribution (disregarding in
both (x) and (y) the effect of any state or local taxes and the phase out of,
or provision limiting, personal exemptions, itemized deductions, or the
benefit of lower tax brackets).

     (f) Except as provided below, whenever the Corporation intends to include
any net capital gains or other income subject to regular Federal income taxes
in any dividend on shares of AMPS, the Corporation will notify the Auction
Agent of the amount to be so included at least


                                      42
<PAGE>


five Business Days prior to the Auction Date on which the Applicable Rate for
such dividend is to be established. The Corporation may also include such
income in a dividend on shares of a series of AMPS without giving advance
notice thereof if it increases the dividend by an additional amount calculated
as if such income was a Retroactive Taxable Allocation and the additional
amount was an Additional Dividend, provided that the Corporation will notify
the Auction Agent of the additional amounts to be included in such dividend at
least five Business Days prior to the applicable Dividend Payment Date.

     (g) No fractional shares of AMPS shall be issued.

     3. Liquidation Rights. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the Holders shall be
entitled to receive, out of the assets of the Corporation available for
distribution to shareholders, before any distribution or payment is made upon
any Common Stock or any other capital stock ranking junior in right of payment
upon liquidation to the AMPS, the sum of $25,000 per share plus accumulated
but unpaid dividends (whether or not earned or declared) thereon to the date
of distribution, and after such payment the Holders will be entitled to no
other payments other than Additional Dividends as provided in paragraph 2(e)
hereof. If upon any liquidation, dissolution or winding up of the Corporation,
the amounts payable with respect to the AMPS and any other Outstanding class
or series of Preferred Stock of the Corporation ranking on a parity with the
AMPS as to payment upon liquidation are not paid in full, the Holders and the
holders of such other class or series will share ratably in any such
distribution of assets in proportion to the respective preferential amounts to
which they are entitled. After payment of the full amount of the liquidating
distribution to which they are entitled, the Holders will not be entitled to
any further participation in any distribution of assets by the Corporation
except for any Additional Dividends. A


                                      43
<PAGE>


consolidation, merger or statutory share exchange of the Corporation with or
into any other corporation or entity or a sale, whether for cash, shares of
stock, securities or properties, of all or substantially all or any part of
the assets of the Corporation shall not be deemed or construed to be a
liquidation, dissolution or winding up of the Corporation.

     4. Redemption.

     (a) Shares of AMPS shall be redeemable by the Corporation as provided
below:

          (i) Optional Redemption. To the extent permitted under the 1940 Act
     and Maryland law, upon giving a Notice of Redemption, the Corporation at
     its option may redeem shares of AMPS, in whole or in part, out of funds
     legally available therefor, at the Optional Redemption Price per share,
     on any Dividend Payment Date; provided that no share of AMPS may be
     redeemed at the option of the Corporation during (A) the Initial Dividend
     Period with respect to a series of shares or (B) a Non-Call Period to
     which such share is subject. In addition, holders of AMPS which are
     redeemed shall be entitled to receive Additional Dividends to the extent
     provided herein. The Corporation may not give a Notice of Redemption
     relating to an optional redemption as described in this paragraph 4(a)(i)
     unless, at the time of giving such Notice of Redemption, the Corporation
     has available Deposit Securities with maturity or tender dates not later
     than the day preceding the applicable redemption date and having a value
     not less than the amount due to Holders by reason of the redemption of
     their shares of AMPS on such redemption date.

          (ii) Mandatory Redemption. The Corporation shall redeem, out of
     funds legally available therefor, at the Mandatory Redemption Price per
     share, shares of AMPS to the extent permitted under the 1940 Act and
     Maryland law, on a date fixed by the Board of


                                      44
<PAGE>


     Directors, if the Corporation fails to maintain S&P Eligible Assets and
     Moody's Eligible Assets each with an aggregate Discounted Value equal to
     or greater than the AMPS Basic Maintenance Amount as provided in
     paragraph 7(a) or to satisfy the 1940 Act AMPS Asset Coverage as provided
     in paragraph 6 and such failure is not cured on or before the AMPS Basic
     Maintenance Cure Date or the 1940 Act Cure Date (herein collectively
     referred to as a "Cure Date"), as the case may be. In addition, holders
     of AMPS so redeemed shall be entitled to receive Additional Dividends to
     the extent provided herein. The number of shares of AMPS to be redeemed
     shall be equal to the lesser of (i) the minimum number of shares of AMPS
     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 Corporation having S&P Eligible Assets and Moody's Eligible Assets
     each with an aggregate Discounted Value equal to or greater than the AMPS
     Basic Maintenance Amount or satisfaction of the 1940 Act AMPS Asset
     Coverage, as the case may be, on such Cure Date (provided that, if there
     is no such minimum number of shares of AMPS and shares of other Preferred
     Stock the redemption of which would have such result, all shares of AMPS
     and shares of other Preferred Stock then Outstanding shall be redeemed),
     and (ii) the maximum number of shares of AMPS, together with all shares
     of other Preferred Stock subject to redemption or retirement, that can be
     redeemed out of funds expected to be legally available therefor on such
     redemption date. In determining the number of shares of AMPS required to
     be redeemed in accordance with the foregoing, the Corporation shall
     allocate the number required to be redeemed which would result in the
     Corporation having S&P Eligible Assets and Moody's Eligible Assets


                                      45
<PAGE>


     each with an aggregate Discounted Value equal to or greater than the AMPS
     Basic Maintenance Amount or satisfaction of the 1940 Act AMPS Asset
     Coverage, as the case may be, pro rata among shares of AMPS of all
     series, Other AMPS and other Preferred Stock subject to redemption
     pursuant to provisions similar to those contained in this paragraph
     4(a)(ii); provided that, shares of AMPS which may not be redeemed at the
     option of the Corporation due to the designation of a Non-Call Period
     applicable to such shares (A) will be subject to mandatory redemption
     only to the extent that other shares are not available to satisfy the
     number of shares required to be redeemed and (B) will be selected for
     redemption in an ascending order of outstanding number of days in the
     Non-Call Period (with shares with the lowest number of days to be
     redeemed first) and by lot in the event of shares having an equal number
     of days in such Non-Call Period. The Corporation shall effect such
     redemption on a Business Day which is not later than 30 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
     AMPS and shares of other Preferred Stock which are subject to mandatory
     redemption or the Corporation otherwise is unable to effect such
     redemption on or prior to 30 days after such Cure Date, the Corporation
     shall redeem those shares of AMPS which it is unable to redeem on the
     earliest practicable date on which it is able to effect such redemption
     out of funds legally available therefor.

     (b) No Redemption Under Certain Circumstances. Notwithstanding any other
provision of this paragraph 4, no shares of AMPS may be redeemed pursuant to
paragraph 4(a)(i) of these Articles Supplementary (i) unless all dividends in
arrears on all remaining outstanding shares of Parity Stock shall have been or
are being contemporaneously paid or declared and set


                                      46
<PAGE>


apart for payment and (ii) if redemption thereof would result in the
Corporation's failure to maintain Moody's Eligible Assets or S&P Eligible
Assets with an aggregate Discounted Value equal to or greater than the AMPS
Basic Maintenance Amount. In the event that less than all the outstanding
shares of a series of AMPS are to be redeemed and there is more than one
Holder, the shares of that series of AMPS to be redeemed shall be selected by
lot or such other method as the Corporation shall deem fair and equitable.

     (c) Notice of Redemption. Whenever shares of AMPS are to be redeemed, the
Corporation, not less than 17 nor more than 60 days prior to the date fixed
for redemption, shall mail a notice ("Notice of Redemption") by first-class
mail, postage prepaid, to each Holder of shares of AMPS to be redeemed and to
the Auction Agent. The Corporation shall cause the Notice of Redemption to
also be published in the eastern and national editions of The Wall Street
Journal. The Notice of Redemption shall set forth (i) the redemption date,
(ii) the amount of the redemption price, (iii) the aggregate number of shares
of AMPS of such series to be redeemed, (iv) the place or places where shares
of AMPS of such series are to be surrendered for payment of the redemption
price, (v) a statement that dividends on the shares to be redeemed shall cease
to accumulate on such redemption date (except that holders may be entitled to
Additional Dividends) and (vi) the provision of these Articles Supplementary
pursuant to which such shares are being redeemed. No defect in the Notice of
Redemption or in the mailing or publication thereof shall affect the validity
of the redemption proceedings, except as required by applicable law.

     If the Notice of Redemption shall have been given as aforesaid and,
concurrently or thereafter, the Corporation shall have deposited in trust with
the Auction Agent, or segregated in an account at the Corporation's custodian
bank for the benefit of the Holders of such series of


                                      47
<PAGE>


AMPS to be redeemed and for payment to the Auction Agent, Deposit Securities
(with a right of substitution) having an aggregate Discounted Value equal to
the redemption payment for the shares of AMPS as to which such Notice of
Redemption has been given with irrevocable instructions and authority to pay
the redemption price to the Holders of such shares, then upon the date of such
deposit or, if no such deposit is made, then upon such date fixed for
redemption (unless the Corporation shall default in making the redemption
payment), all rights of the Holders of such shares as shareholders of the
Corporation by reason of the ownership of such shares will cease and terminate
(except their right to receive the redemption price in respect thereof and any
Additional Dividends, but without interest), and such shares shall no longer
be deemed outstanding. The Corporation shall be entitled to receive, from time
to time, from the Auction Agent the interest, if any, on such Deposit
Securities deposited with it and the Holders of any shares so redeemed shall
have no claim to any of such interest. In case the Holder of any shares so
called for redemption shall not claim the redemption payment for his shares
within one year after the date of redemption, the Auction Agent shall, upon
demand, pay over to the Corporation such amount remaining on deposit and the
Auction Agent shall thereupon be relieved of all responsibility to the Holder
of such shares called for redemption and such Holder thereafter shall look
only to the Corporation for the redemption payment.

     5. Voting Rights.

     (a) General. Except as otherwise provided in the Charter or By-laws, each
Holder of shares of AMPS shall be entitled to one vote for each share held on
each matter submitted to a vote of shareholders of the Corporation, and the
holders of outstanding shares of Preferred Stock, including AMPS, and of
shares of Common Stock shall vote together as a single class; provided that,
at any meeting of the shareholders of the Corporation held for the election of
directors, the


                                      48
<PAGE>


holders of outstanding shares of Preferred Stock, including AMPS, shall be
entitled, as a class, to the exclusion of the holders of all other securities
and classes of capital stock of the Corporation, to elect two directors of the
Corporation. Subject to paragraph 5(b) hereof, the holders of outstanding
shares of capital stock of the Corporation, including the holders of
outstanding shares of Preferred Stock, including AMPS, voting as a single
class, shall elect the balance of the directors.

     (b) Right to Elect Majority of Board of Directors. During any period in
which any one or more of the conditions described below shall exist (such
period being referred to herein as a "Voting Period"), the number of directors
constituting the Board of Directors shall be automatically increased by the
smallest number that, when added to the two directors elected exclusively by
the holders of shares of Preferred Stock, would constitute a majority of the
Board of Directors as so increased by such smallest number; and the holders of
shares of Preferred Stock shall be entitled, voting separately as one class
(to the exclusion of the holders of all other securities and classes of
capital stock of the Corporation), to elect such smallest number of additional
directors, together with the two directors that such holders are in any event
entitled to elect. A Voting Period shall commence:

          (i) if at any time accumulated dividends (whether or not earned or
     declared, and whether or not funds are then legally available in an
     amount sufficient therefor) on the outstanding shares of AMPS 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
     Auction Agent for the payment of such accumulated dividends; or

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


                                      49
<PAGE>


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

     (c) Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of Preferred Stock
Outstanding at the time, voting separately as one class: (i) authorize, create
or issue any class or series of stock ranking prior to the AMPS or any other
series of Preferred Stock with respect to payment of dividends or the
distribution of assets on dissolution, liquidation or winding up the affairs
of the Corporation, or (ii) amend, alter or repeal the provisions of the
Charter, whether by merger, consolidation or otherwise, so as to adversely
affect any of the contract rights expressly set forth in the Charter of
holders of shares of AMPS or any other Preferred Stock. To the extent
permitted under the 1940 Act, in the event shares of more than one series of
AMPS are outstanding, the Corporation shall not approve any of the actions set
forth in clause (i) or (ii) which adversely affects the contract rights
expressly set forth in the Charter of a Holder of shares of a series of AMPS
differently than those of a Holder of shares of any other series of AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS of each series adversely affected and outstanding at such time
(each such adversely affected series voting separately as a class). The
Corporation shall notify Moody's and S&P ten Business Days prior to any such
vote described in clause (i) or (ii). 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 AMPS, voting together as
a single class, will be required to approve any plan of reorganization
(including bankruptcy proceedings) adversely affecting such shares or any
action requiring a vote of security holders


                                      50
<PAGE>


under Section 13(a) of the 1940 Act. So long as any shares of the AMPS are
outstanding, the affirmative vote of the holders of a majority of the
outstanding shares of Preferred Stock, including AMPS, voting together as a
single class, will be required to approve any voluntary application by the
Corporation for relief under Federal bankruptcy law or any similar application
under state law for so long as the Corporation is solvent and does not foresee
becoming insolvent. For purposes of the two preceding sentences, the phrase
"vote of the holders of a majority of the outstanding shares of Preferred
Stock" shall have the meaning set forth in the 1940 Act. The class vote of
holders of shares of Preferred Stock, including AMPS, 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 AMPS, voting
together as a single class necessary to authorize the action in question. An
increase in the number of authorized shares of Preferred Stock pursuant to the
Charter or the issuance of additional shares of any series of Preferred Stock
(including AMPS and Other AMPS) pursuant to the Charter shall not in and of
itself be considered to adversely affect the contract rights of the holders of
the AMPS.

     Notwithstanding the foregoing, and except as otherwise required by the
1940 Act, (i) holders of outstanding shares of the AMPS will be entitled as a
series, to the exclusion of the holders of all other securities, including
other Preferred Stock, Common Stock and other classes of capital stock of the
Corporation, to vote on matters affecting the AMPS that do not materially
adversely affect any of the contract rights of holders of such other
securities, including other Preferred Stock, Common Stock and other classes of
capital stock, as expressly set forth in the Charter, and (ii) holders of
outstanding shares of AMPS will not be entitled to vote on matters affecting
any other Preferred Stock that do not materially adversely affect any of the
contract rights of holders of the AMPS, as expressly set forth in the Charter.


                                      51
<PAGE>


     (d) Voting Procedures.

          (i) As soon as practicable after the accrual of any right of the
     holders of shares of Preferred Stock to elect additional directors as
     described in paragraph 5(b) above, the Corporation shall call a special
     meeting of such holders and instruct the Auction Agent to mail a notice
     of such special meeting to such holders, such meeting to be held not less
     than 10 nor more than 20 days after the date of mailing of such notice.
     If the Corporation fails to send such notice to the Auction Agent or if
     the Corporation does not call such a special meeting, it may be called by
     any such holder on like notice. The record date for determining the
     holders entitled to notice of and to vote at such special meeting shall
     be the close of business on the 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, such Holders, 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 5(b) above. At any such
     meeting or adjournment thereof in the absence of a quorum, a majority of
     such holders present in person or by proxy shall have the power to
     adjourn the meeting without notice, other than by an announcement at the
     meeting, to a date not more than 120 days after the original record date.

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


                                      52
<PAGE>


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

          (iv) Simultaneously with the expiration of a Voting Period, the
     terms of office of the additional directors elected by the Holders and
     holders of other Preferred Stock pursuant to paragraph 5(b) above shall
     terminate, the remaining directors shall constitute the directors of the
     Corporation and the voting rights of the Holders and such other holders
     to elect additional directors pursuant to paragraph 5(b) above shall
     cease, subject to the provisions of the last sentence of paragraph 5(b).

     (e) Exclusive Remedy. Unless otherwise required by law, the Holders of
shares of AMPS shall not have any rights or preferences other than those
specifically set forth herein. The Holders of shares of AMPS shall have no
preemptive rights or rights to cumulative voting. In the event that the
Corporation fails to pay any dividends on the shares of AMPS, the exclusive
remedy of the Holders shall be the right to vote for directors pursuant to the
provisions of this paragraph 5.

     (f) Notification to S&P and Moody's. In the event a vote of Holders of
AMPS is required pursuant to the provisions of Section 13(a) of the 1940 Act,
the Corporation shall, not later than ten Business Days prior to the date on
which such vote is to be taken, notify S&P and


                                      53
<PAGE>


Moody's that such vote is to be taken and the nature of the action with
respect to which such vote is to be taken and, not later than ten Business
Days after the date on which such vote is taken, notify S&P and Moody's of the
result of such vote.

     6. 1940 Act AMPS Asset Coverage. The Corporation shall maintain, as of
the last Business Day of each month in which any share of AMPS is outstanding,
the 1940 Act AMPS Asset Coverage.

     7. AMPS Basic Maintenance Amount.

     (a) The Corporation shall maintain, on each Valuation Date, and shall
verify to its satisfaction that it is maintaining on such Valuation Date, (i)
S&P Eligible Assets having an aggregate Discounted Value equal to or greater
than the AMPS Basic Maintenance Amount and (ii) Moody's Eligible Assets having
an aggregate Discounted Value equal to or greater than the AMPS Basic
Maintenance Amount. Upon any failure to maintain the required Discounted
Value, the Corporation will use its best efforts to alter the composition of
its portfolio to reattain a Discounted Value at least equal to the AMPS Basic
Maintenance Amount on or prior to the AMPS Basic Maintenance Cure Date.

     (b) On or before 5:00 p.m., New York City time, on the seventh Business
Day after a Valuation Date on which the Corporation fails to satisfy the AMPS
Basic Maintenance Amount, the Corporation shall complete and deliver to
Moody's and S&P, as the case may be, a complete AMPS Basic Maintenance Report
as of the date of such failure. The Corporation will deliver an AMPS Basic
Maintenance Report to Moody's and S&P, as the case may be, on or before 5:00
p.m., New York City time, on the seventh Business Day after a Valuation Date
on which the Corporation cures its failure to maintain Moody's Eligible Assets
or S&P Eligible Assets, as the case may be, with an aggregate Discounted Value
equal to or greater than the AMPS Basic


                                      54
<PAGE>


Maintenance Amount and on which the Corporation fails to maintain Moody's
Eligible Assets or S&P Eligible Assets, as the case may be, with an aggregate
Discounted Value which exceeds the AMPS Basic Maintenance Amount by 25% or
more. The Corporation will also deliver an AMPS Basic Maintenance Report to
Moody's and S&P as of the 21st day of each month (or if such day is not a
Business Day, as of the next succeeding Business Day) or as of the last
Business Day of the month in which the Corporation's fiscal year ends on or
before the seventh Business Day after such date. The Corporation shall also
provide Moody's and S&P with an AMPS Basic Maintenance Report when
specifically requested by either Moody's or S&P. A failure by the Corporation
to deliver an AMPS Basic Maintenance Report under this paragraph 7(b) shall be
deemed to be delivery of an AMPS Basic Maintenance Report indicating the
Discounted Value for S&P Eligible Assets and Moody's Eligible Assets of the
Corporation is less than the AMPS Basic Maintenance Amount, as of the relevant
Valuation Date.

     (c) Within ten Business Days after the date of delivery of an AMPS Basic
Maintenance Report in accordance with paragraph 7(b) above relating to the
Corporation's fiscal year end, the Independent Accountant will confirm in
writing to S&P and Moody's (i) the mathematical accuracy of the calculations
reflected in such Report, (ii) that, in such Report, the Corporation correctly
determined the assets of the Corporation which constitute S&P Eligible Assets
or Moody's Eligible Assets, as the case may be, at its fiscal year end in
accordance with these Articles Supplementary, and (iii) that, in such Report,
the Corporation determined whether the Corporation had, at its fiscal year end
in accordance with these Articles Supplementary, S&P Eligible Assets of an
aggregate Discounted Value at least equal to the AMPS Basic Maintenance Amount
and Moody's Eligible Assets of an aggregate Discounted Value at least equal to
the


                                      55
<PAGE>


AMPS Basic Maintenance Amount (such confirmation is herein called the
"Accountant's Confirmation").

     (d) Within ten Business Days after the date of delivery to S&P and
Moody's of an AMPS Basic Maintenance Report in accordance with paragraph 7(b)
above relating to any Valuation Date on which the Corporation failed to
maintain S&P Eligible Assets with an aggregate Discounted Value and Moody's
Eligible Assets with an aggregate Discounted Value equal to or greater than
the AMPS Basic Maintenance Amount, and relating to the AMPS Basic Maintenance
Cure Date with respect to such failure, the Independent Accountant will
provide to S&P and Moody's an Accountant's Confirmation as to such AMPS Basic
Maintenance Report.

     (e) If any Accountant's Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph 7 shows that an error was made in the AMPS Basic
Maintenance Report for a particular date for which such Accountant's
Confirmation as required to be delivered, or shows that a lower aggregate
Discounted Value for the aggregate of all S&P Eligible Assets or Moody's
Eligible Assets, as the case may be, 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 and deliver the
AMPS Basic Maintenance Report to S&P and Moody's promptly following receipt by
the Corporation of such Accountant's Confirmation.

     (f) On or before 5:00 p.m., New York City time, on the first Business Day
after the Date of Original Issue of the shares of AMPS, the Corporation will
complete and deliver to S&P and Moody's an AMPS Basic Maintenance Report as of
the close of business on such Date of Original Issue. Within five Business
Days of such Date of Original Issue, the Independent Accountant will confirm
in writing to S&P and Moody's (i) the mathematical accuracy of the


                                      56
<PAGE>


calculations reflected in such Report and (ii) that the aggregate Discounted
Value of S&P Eligible Assets and the aggregate Discounted Value of Moody's
Eligible Assets reflected thereon equals or exceeds the AMPS Basic Maintenance
Amount reflected thereon. Also, on or before 5:00 p.m., New York City time, on
the first Business Day after shares of Common Stock are repurchased by the
Corporation, the Corporation will complete and deliver to S&P and Moody's an
AMPS Basic Maintenance Report as of the close of business on such date that
Common Stock is repurchased.

     (g) For so long as shares of AMPS are rated by Moody's, in managing the
Corporation's portfolio, the Adviser will not alter the composition of the
Corporation's portfolio if, in the reasonable belief of the Adviser, the
effect of any such alteration would be to cause the Corporation to have
Moody's Eligible Assets with an aggregate Discounted Value, as of the
immediately preceding Valuation Date, less than the AMPS Basic Maintenance
Amount as of such Valuation Date; provided, however, that in the event that,
as of the immediately preceding Valuation Date, the aggregate Discounted Value
of Moody's Eligible Assets exceeded the AMPS Basic Maintenance Amount by five
percent or less, the Adviser will not alter the composition of the
Corporation's portfolio in a manner reasonably expected to reduce the
aggregate Discounted Value of Moody's Eligible Assets unless the Corporation
shall have confirmed that, after giving effect to such alteration, the
aggregate Discounted Value of Moody's Eligible Assets would exceed the AMPS
Basic Maintenance Amount.

     8. Certain Other Restrictions and Requirements.

     (a) For so long as any shares of AMPS are rated by S&P, the Corporation
will not purchase or sell futures contracts, write, purchase or sell options
on futures contracts or write put options (except covered put options) or call
options (except covered call options) on portfolio


                                      57
<PAGE>


securities unless it receives written confirmation from S&P that engaging in
such transactions will not impair the ratings then assigned to the shares of
AMPS by S&P, except that the Corporation may purchase or sell futures
contracts based on the Bond Buyer Municipal Bond Index (the "Municipal Index")
or Treasury Bonds and write, purchase or sell put and call options on such
contracts (collectively, "S&P Hedging Transactions"), subject to the following
limitations:

          (i) the Corporation will not engage in any S&P Hedging Transaction
     based on the Municipal Index (other than transactions which terminate a
     futures contract or option held by the Corporation by the Corporation's
     taking an opposite position thereto ("Closing Transactions")), which
     would cause the Corporation at the time of such transaction to own or
     have sold the least of (A) more than 1,000 outstanding futures contracts
     based on the Municipal Index, (B) outstanding futures contracts based on
     the Municipal Index exceeding in number 25% of the quotient of the Market
     Value of the Corporation's total assets divided by $1,000 or (C)
     outstanding futures contracts based on the Municipal Index exceeding in
     number 10% of the average number of daily traded futures contracts based
     on the Municipal Index in the 30 days preceding the time of effecting
     such transaction as reported by The Wall Street Journal;

          (ii) the Corporation will not engage in any S&P Hedging Transaction
     based on Treasury Bonds (other than Closing Transactions) which would
     cause the Corporation at the time of such transaction to own or have sold
     the lesser of (A) outstanding futures contracts based on Treasury Bonds
     exceeding in number 50% of the quotient of the Market Value of the
     Corporation's total assets divided by $100,000 ($200,000 in the case of
     the two-year United States Treasury Note) or (B) outstanding futures
     contracts based


                                      58
<PAGE>


     on Treasury Bonds exceeding in number 10% of the average number of daily
     traded futures contracts based on Treasury Bonds in the 30 days preceding
     the time of effecting such transaction as reported by The Wall Street
     Journal;

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

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

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

     For purposes of determining whether the Corporation has S&P Eligible
Assets with a Discounted Value that equals or exceeds the AMPS Basic
Maintenance Amount, the Discounted


                                      59
<PAGE>


Value of cash or securities held for the payment of Initial Margin or
Variation Margin shall be zero and the aggregate Discounted Value of S&P
Eligible Assets shall be reduced by an amount equal to (i) 30% of the
aggregate settlement value, as marked to market, of any outstanding futures
contracts based on the Municipal Index which are owned by the Corporation plus
(ii) 25% of the aggregate settlement value, as marked to market, of any
outstanding futures contracts based on Treasury Bonds which contracts are
owned by the Corporation.

     (b) For so long as any shares of AMPS are rated by Moody's, the
Corporation will not engage in Bond Market Association Municipal Swap Index
swap transactions ("BMA swap transactions"), buy or sell futures contracts,
write, purchase or sell call options on futures contracts or purchase put
options on futures contracts or write call options (except covered call
options) on portfolio securities unless it receives written confirmation from
Moody's that engaging in such transactions would not impair the ratings then
assigned to the shares of AMPS by Moody's, except that the Corporation may
engage in BMA swap transactions, purchase or sell exchange-traded futures
contracts based on any index approved by Moody's or Treasury Bonds and
purchase, write or sell exchange-traded put options on such futures contracts,
any index approved by Moody's or Treasury Bonds, and purchase, write or sell
exchange-traded call options on such futures contracts, any index approved by
Moody's or Treasury Bonds (collectively, "Moody's Hedging Transactions"),
subject to the following limitations:

          (i) the Corporation will not engage in any Moody's Hedging
     Transaction based on the Municipal Index (other than Closing
     Transactions) which would cause the Corporation at the time of such
     transaction to own or have sold (A) outstanding futures contracts based
     on the Municipal Index exceeding in number 10% of the average number of
     daily traded futures contracts based on the Municipal Index in the 30
     days preceding


                                      60
<PAGE>


     the time of effecting such transaction as reported by The Wall Street
     Journal or (B) outstanding futures contracts based on the Municipal Index
     having a Market Value exceeding 50% of the Market Value of all Municipal
     Bonds constituting Moody's Eligible Assets owned by the Corporation
     (other than Moody's Eligible Assets already subject to a Moody's Hedging
     Transaction);

          (ii) the Corporation will not engage in any Moody's Hedging
     Transaction based on Treasury Bonds (other than Closing Transactions)
     which would cause the Corporation at the time of such transaction to own
     or have sold (A) outstanding futures contracts based on Treasury Bonds
     having an aggregate Market Value exceeding 40% of the aggregate Market
     Value of Moody's Eligible Assets owned by the Corporation and rated Aa by
     Moody's (or, if not rated by Moody's but rated by S&P, rated AAA by S&P)
     or (B) outstanding futures contracts based on Treasury Bonds having an
     aggregate Market Value exceeding 80% of the aggregate Market Value of all
     Municipal Bonds constituting Moody's Eligible Assets owned by the
     Corporation (other than Moody's Eligible Assets already subject to a
     Moody's Hedging Transaction) and rated Baa or A by Moody's (or, if not
     rated by Moody's but rated by S&P, rated A or AA by S&P) (for purposes of
     the foregoing clauses (i) and (ii), the Corporation shall be deemed to
     own the number of futures contracts that underlie any outstanding options
     written by the Corporation);

          (iii) the Corporation will engage in Closing Transactions to close
     out any outstanding futures contract based on the Municipal Index if the
     amount of open interest in the Municipal Index as reported by The Wall
     Street Journal is less than 5,000;

          (iv) the Corporation will engage in a Closing Transaction to close
     out any outstanding futures contract by no later than the fifth Business
     Day of the month in which


                                      61
<PAGE>


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

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

          (vi) the Corporation (A) will not engage in options and futures
     transactions for leveraging or speculative purposes, except that the
     Corporation may engage in an option or futures transaction so long as the
     combination of the Corporation's non-derivative positions, together with
     the relevant option or futures transaction, produces a synthetic
     investment position, or the same economic result, that could be achieved
     by an investment, consistent with the Corporation's investment objective
     and policies, in a security that is not an option or futures transaction,
     subject to the Adviser periodically demonstrating to Moody's that said
     economic results are achieved, and (B) will not write any call options or
     sell any futures contracts for the purpose of hedging the anticipated
     purchase of an asset prior to completion of such purchase;

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

          (viii) the Corporation will not engage in BMA swap transactions with
     respect to more than 20% of the Corporation's net assets; provided that
     the Corporation's use of


                                      62
<PAGE>


     futures will proportionately decrease as the Corporation's use of BMA
     swap transactions increases, and vice-versa.


     For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS
Basic Maintenance Amount, the Discounted Value of Moody's Eligible Assets
which the Corporation is obligated to deliver or receive pursuant to an
outstanding futures contract or option shall be as follows: (i) assets subject
to call options written by the Corporation which are either exchange-traded
and "readily reversible" or which expire within 49 days after the date as of
which such valuation is made shall be valued at the lesser of (a) Discounted
Value and (b) the exercise price of the call option written by the
Corporation; (ii) assets subject to call options written by the Corporation
not meeting the requirements of clause (i) of this sentence shall have no
value; (iii) assets subject to put options written by the Corporation shall be
valued at the lesser of (A) the exercise price and (B) the Discounted Value of
the subject security; (iv) futures contracts shall be valued at the lesser of
(A) settlement price and (B) the Discounted Value of the subject security,
provided that, if a contract matures within 49 days after the date as of which
such valuation is made, where the Corporation is the seller the contract may
be valued at the settlement price and where the Corporation is the buyer the
contract may be valued at the Discounted Value of the subject securities; and
(v) where delivery may be made to the Corporation with any security of a class
of securities, the Corporation shall assume that it will take delivery of the
security with the lowest Discounted Value.

     For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS
Basic Maintenance Amount, the following amounts shall be subtracted from the
aggregate Discounted Value of the Moody's


                                      63
<PAGE>


Eligible Assets held by the Corporation: (i) 10% of the exercise price of a
written call option; (ii) the exercise price of any written put option; (iii)
where the Corporation is the seller under a futures contract, 10% of the
settlement price of the futures contract; (iv) where the Corporation is the
purchaser under a futures contract, the settlement price of assets purchased
under such futures contract; (v) the settlement price of the underlying
futures contract if the Corporation writes put options on a futures contract;
and (vi) 105% of the Market Value of the underlying futures contracts if the
Corporation writes call options on a futures contract and does not own the
underlying contract.

     (c) For so long as any shares of AMPS are rated by Moody's, the
Corporation will not enter into any contract to purchase securities for a
fixed price at a future date beyond customary settlement time (other than such
contracts that constitute Moody's Hedging Transactions that are permitted
under paragraph 8(b) of these Articles Supplementary), except that the
Corporation may enter into such contracts to purchase newly-issued securities
on the date such securities are issued ("Forward Commitments"), subject to the
following limitations:

          (i) the Corporation will maintain in a segregated account with its
     custodian cash, cash equivalents or short-term, fixed-income securities
     rated P-1, MIG-1 or VMIG-1 by Moody's and maturing prior to the date of
     the Forward Commitment with a Market Value that equals or exceeds the
     amount of the Corporation's obligations under any Forward Commitments to
     which it is from time to time a party or long-term fixed income
     securities with a Discounted Value that equals or exceeds the amount of
     the Corporation's obligations under any Forward Commitment to which it is
     from time to time a party; and


                                      64
<PAGE>


          (ii) the Corporation will not enter into a Forward Commitment
     unless, after giving effect thereto, the Corporation would continue to
     have Moody's Eligible Assets with an aggregate Discounted Value equal to
     or greater than the AMPS Basic Maintenance Amount.

     (d) For purposes of determining whether the Corporation has Moody's
Eligible Assets with an aggregate Discounted Value that equals or exceeds the
AMPS Basic Maintenance Amount, the Discounted Value of all Forward Commitments
to which the Corporation is a party and of all securities deliverable to the
Corporation pursuant to such Forward Commitments shall be zero.

     (e) For so long as shares of AMPS are rated by S&P or Moody's, the
Corporation will not, unless it has received written confirmation from S&P
and/or Moody's, as the case may be, that such action would not impair the
ratings then assigned to shares of AMPS by S&P and/or Moody's, as the case may
be, (i) borrow money except for the purpose of clearing transactions in
portfolio securities (which borrowings shall under any circumstances be
limited to the lesser of $10 million and an amount equal to 5% of the Market
Value of the Corporation's assets at the time of such borrowings and which
borrowings shall be repaid within 60 days and not be extended or renewed and
shall not cause the aggregate Discounted Value of Moody's Eligible Assets and
S&P Eligible Assets to be less than the AMPS Basic Maintenance Amount), (ii)
engage in short sales of securities, (iii) lend any securities, (iv) issue any
class or series of stock ranking prior to or on a parity with the AMPS with
respect to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of the Corporation, (v) reissue any
AMPS previously purchased or redeemed by the Corporation, (vi) merge or
consolidate into


                                      65
<PAGE>


or with any other corporation or entity, (vii) change the Pricing Service or
(viii) engage in reverse repurchase agreements.

     (f) For as long as the AMPS are rated by S&P, the Corporation will not,
unless it has received written confirmation from S&P that such action would
not impair the rating then assigned to the shares of AMPS by S&P, engage in
interest rate swaps, caps and floors, except that the Corporation may, without
obtaining the written consent described above, engage in swaps, caps and
floors if: (i) the counterparty to the swap transaction has a short-term
rating of A-1 or, if the counterparty does not have a short-term rating, the
counterparty's senior unsecured long-term debt rating is A+ or higher, (ii)
the original aggregate notional amount of the interest rate swap transaction
or transactions is not to be greater than the liquidation preference of the
AMPS, (iii) the interest rate swap transaction will be marked-to-market weekly
by the swap counterparty, (iv) if the Corporation fails to maintain an
aggregate discounted value at least equal to the AMPS Basic Maintenance Amount
on two consecutive Valuation Dates then the agreement shall terminate
immediately, (v) for the purpose of calculating the Discounted Value of S&P
Eligible Assets, 90% of any positive mark-to-market valuation of the
Corporation's rights will be S&P Eligible Assets, 100% of any negative
mark-to-market valuation of the Corporation's rights will be included in the
calculation of the AMPS Basic Maintenance Amount, and (vi) the Corporation
must maintain liquid assets with a value at least equal to the net amount of
the excess, if any, of the Corporation's obligations over its entitlement with
respect to each swap. For caps/floors, the Corporation must maintain liquid
assets with a value at least equal to the Corporation's obligations with
respect to such caps or floors.

     (g) For so long as shares of AMPS are rated by S&P or Moody's, as the
case may be, the Corporation agrees to provide S&P and/or Moody's with the
following, unless the Corporation


                                      66
<PAGE>


has received written confirmation from S&P and/or Moody's, as the case may be,
that the provision of such information is no longer required and that the
current rating then assigned to the shares of AMPS by S&P and/or Moody's, as
the case may be, would not be impaired: a notification letter at least 30 days
prior to any material change in the Charter; a copy of the AMPS Basic
Maintenance Report prepared by the Corporation in accordance with these
Articles Supplementary; and a notice upon the occurrence of any of the
following events: (i) any failure by the Corporation to declare or pay any
dividends on the AMPS or successfully remarket the AMPS; (ii) any mandatory or
optional redemption of the AMPS effected by the Corporation; (iii) any
assumption of control of the Board of Directors of the Corporation by the
holders of the AMPS; (iv) a general unavailability of dealer quotes on the
assets of the Corporation; (v) any material auditor discrepancies on
valuations; (vi) the occurrence of any Special Dividend Period; (vii) any
change in the Maximum Applicable Rate or the Reference Rate; (viii) the
acquisition by any person of beneficial ownership of more than 5% of the
Corporation's voting stock (inclusive of Common Stock and Preferred Stock);
(ix) the occurrence of any change in Internal Revenue Service rules with
respect to the payment of Additional Dividends; (x) any change in the Pricing
Service employed by the Corporation; (xi) any change in the Adviser; (xii) any
increase of greater than 40% to the maximum marginal Federal income tax rate
applicable to individuals or corporations; and (xiii) the maximum marginal
Federal income tax rate applicable to individuals or corporations is increased
to a rate in excess of 50%.

     (h) For so long as shares of AMPS are rated by S&P or Moody's, the
Corporation shall provide S&P and/or Moody's with a copy of the Corporation's
annual audited financial statements as soon as practicable after such annual
audited financial statements have been made available to the Corporation's
stockholders.


                                      67
<PAGE>


     9. Notice. All notices or communications, unless otherwise specified in
the By-laws 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 earlier
of the date received or the date seven days after which such notice is mailed.

     10. Auction Procedures.

     (a) Certain definitions. As used in this paragraph 10, the following
terms shall have the following meanings, unless the context otherwise
requires:

          (i) "AMPS" means the shares of AMPS being auctioned pursuant to this
     paragraph 10.

          (ii) "Auction Date" means the first Business Day preceding the first
     day of a Dividend Period.

          (iii) "Available AMPS" has the meaning specified in paragraph
     10(d)(i) below.

          (iv) "Bid" has the meaning specified in paragraph 10(b)(i) below.

          (v) "Bidder" has the meaning specified in paragraph 10(b)(i) below.

          (vi) "Hold Order" has the meaning specified in paragraph 10(b)(i)
     below.

          (vii) "Maximum Applicable Rate" for any Dividend Period will be the
     higher of the Applicable Percentage of the Reference Rate or the
     Applicable Spread plus the Reference Rate. The Applicable Percentage and
     Applicable Spread will be determined based on (i) the lower of the credit
     rating or ratings assigned on such date to such shares 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) and (ii) whether the
     Corporation has provided notification to the


                                      68
<PAGE>


     Auction Agent prior to the Auction establishing the Applicable Rate for
     any dividend pursuant to paragraph 2(f) hereof that net capital gains or
     other taxable income will be included in such dividend on shares of AMPS
     as follows:


<TABLE>
<CAPTION>

                                                 Applicable      Applicable       Applicable      Applicable
                                                 Percentage of   Percentage of    Spread over     Spread over
                                                 Reference       Reference        Reference       Reference
                     Credit Ratings              Rate - No       Rate -           Rate - No       Rate -
       ----------------------------------------
            Moody's                  S&P         Notification    Notification     Notification    Notification
       ------------------    ------------------  ------------    ------------     ------------    ------------

<S>      <C>                   <C>                   <C>             <C>             <C>             <C>
              Aaa                    AAA              110%            125%            1.10%           1.25%
           Aa3 to Aa1            AA- to AA+           125%            150%            1.25%           1.50%
            A3 to A1              A- to A+            150%            200%            1.50%           2.00%
          Baa3 to Baa1          BBB- to BBB+          175%            250%            1.75%           2.50%
           Below Baa3            Below BBB-           200%            300%            2.00%           3.00%

</TABLE>

     The Applicable Percentage and the Applicable Spread as so determined may
be further subject to upward but not downward adjustment in the discretion of
the Board of Directors of the Corporation after consultation with the
Broker-Dealers, provided that immediately following any such increase the
Corporation would be in compliance with the AMPS Basic Maintenance Amount.
Subject to the provisions of paragraph 12, the Corporation shall take all
reasonable action necessary to enable S&P and Moody's to provide a rating for
each series of AMPS. If either S&P or Moody's shall not make such a rating
available, or neither S&P nor Moody's shall make such a rating available,
subject to the provisions of paragraph 12, Merrill Lynch, Pierce, Fenner &
Smith Incorporated or its affiliates and successors, after obtaining the
Corporation's approval, shall select a NRSRO or two NRSROs to act as a
Substitute Rating Agency or Substitute Rating Agencies, as the case may be.

          (viii) "Order" has the meaning specified in paragraph 10(b)(i)
     below.

          (ix) "Sell Order" has the meaning specified in paragraph 10(b)(i)
     below.

          (x) "Submission Deadline" means 1:00 P.M., New York City time, on
     any Auction Date or such other time on any Auction Date as may be
     specified by the Auction


                                      69
<PAGE>


     Agent from time to time as the time by which each Broker-Dealer must
     submit to the Auction Agent in writing all Orders obtained by it for the
     Auction to be conducted on such Auction Date.

          (xi) "Submitted Bid" has the meaning specified in paragraph 10(d)(i)
     below.

          (xii) "Submitted Hold Order" has the meaning specified in paragraph
     10(d)(i) below.

          (xiii) "Submitted Order" has the meaning specified in paragraph
     10(d)(i) below.

          (xiv) "Submitted Sell Order" has the meaning specified in paragraph
     10(d)(i) below.

          (xv) "Sufficient Clearing Bids" has the meaning specified in
     paragraph 10(d)(i) below.

          (xvi) "Winning Bid Rate" has the meaning specified in paragraph
     10(d)(i) below.

     (b) Orders by Beneficial Owners, Potential Beneficial Owners, Existing
Holders and Potential Holders. (i) Unless otherwise permitted by the
Corporation, Beneficial Owners and Potential Beneficial Owners may only
participate in Auctions through their Broker-Dealers. Broker-Dealers will
submit the Orders of their respective customers who are Beneficial Owners and
Potential Beneficial Owners to the Auction Agent, designating themselves as
Existing Holders in respect of shares subject to Orders submitted or deemed
submitted to them by Beneficial Owners and as Potential Holders in respect of
shares subject to Orders submitted to them by Potential Beneficial Owners. A
Broker-Dealer may also hold shares of AMPS in its own account as a Beneficial
Owner. A Broker-Dealer may thus submit Orders to the Auction Agent as a
Beneficial Owner or a Potential Beneficial Owner and therefore participate in
an


                                      70
<PAGE>


Auction as an Existing Holder or Potential Holder on behalf of both itself and
its customers. On or prior to the Submission Deadline on each Auction Date:

               (A) each Beneficial Owner may submit to its Broker-Dealer
          information as to:

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

                    (2) the number of Outstanding shares, if any, of AMPS held
               by such Beneficial Owner which such Beneficial Owner desires to
               continue to hold, provided that the Applicable Rate for the
               next succeeding Dividend Period shall not be less than the rate
               per annum specified by such Beneficial Owner; and/or

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

               (B) each Broker-Dealer, using a list of Potential Beneficial
          Owners that shall be maintained in good faith for the purpose of
          conducting a competitive Auction, shall contact Potential Beneficial
          Owners, including Persons that are not Beneficial Owners, on such
          list to determine the number of Outstanding shares, if any, of AMPS
          which each such Potential Beneficial Owner offers to purchase,


                                      71
<PAGE>


          provided that the Applicable Rate for the next succeeding Dividend
          Period shall not be less than the rate per annum specified by such
          Potential Beneficial Owner.

     For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or the communication by a
Broker-Dealer acting for its own account to the Auction Agent, of information
referred to in clause (A) or (B) of this paragraph 10(b)(i) is hereinafter
referred to as an "Order" and each Beneficial Owner and each Potential
Beneficial Owner placing an Order, including a Broker-Dealer acting in such
capacity for its own account, is hereinafter referred to as a "Bidder"; an
Order containing the information referred to in clause (A)(1) of this
paragraph 10(b)(i) is hereinafter referred to as a "Hold Order"; an Order
containing the information referred to in clause (A)(2) or (B) of this
paragraph 10(b)(i) is hereinafter referred to as a "Bid"; and an Order
containing the information referred to in clause (A)(3) of this paragraph
10(b)(i) is hereinafter referred to as a "Sell Order". Inasmuch as a
Broker-Dealer participates in an Auction as an Existing Holder or a Potential
Holder only to represent the interests of a Beneficial Owner or Potential
Beneficial Owner, whether it be its customers or itself, all discussion herein
relating to the consequences of an Auction for Existing Holders and Potential
Holders also applies to the underlying beneficial ownership interests
represented.

          (ii) A Bid by an Existing Holder shall constitute an irrevocable
     offer to sell:

                    (1) the number of Outstanding shares of AMPS specified in
               such Bid if the Applicable Rate determined on such Auction Date
               shall be less than the rate per annum specified in such Bid; or

                    (2) such number or a lesser number of Outstanding shares
               of AMPS to be determined as set forth in paragraph 10(e)(i)(D)
               if the


                                      72
<PAGE>


               Applicable Rate determined on such Auction Date shall be equal
               to the rate per annum specified therein; or

                    (3) a lesser number of Outstanding shares of AMPS to be
               determined as set forth in paragraph 10(e)(ii)(C) if such
               specified rate per annum shall be higher than the Maximum
               Applicable Rate and Sufficient Clearing Bids do not exist.

               (B) A Sell Order by an Existing Holder shall constitute an
          irrevocable offer to sell:

                    (1) the number of Outstanding shares of AMPS specified in
               such Sell Order; or

                    (2) such number or a lesser number of Outstanding shares
               of AMPS to be determined as set forth in paragraph 10(e)(ii)(C)
               if Sufficient Clearing Bids do not exist.

               (C) A Bid by a Potential Holder shall constitute an irrevocable
          offer to purchase:

                    (1) the number of Outstanding shares of AMPS specified in
               such Bid if the Applicable Rate determined on such Auction Date
               shall be higher than the rate per annum specified in such Bid;
               or

                    (2) such number or a lesser number of Outstanding shares
               of AMPS to be determined as set forth in paragraph 10(e)(i)(E)
               if the Applicable Rate determined on such Auction Date shall be
               equal to the rate per annum specified therein.

     (c) Submission of Orders by Broker-Dealers to Auction Agent.


                                      73
<PAGE>


          (i) Each Broker-Dealer shall submit in writing or through mutually
     acceptable electronic means to the Auction Agent prior to the Submission
     Deadline on each Auction Date all Orders obtained by such Broker-Dealer,
     designating itself (unless otherwise permitted by the Corporation) as an
     Existing Holder in respect of shares subject to Orders submitted or
     deemed submitted to it by Beneficial Owners and as a Potential Holder in
     respect of shares subject to Orders submitted to it by Potential
     Beneficial Owners, and specifying with respect to each Order:

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

               (B) the aggregate number of Outstanding shares of AMPS that are
          the subject of such Order;

               (C) to the extent that such Bidder is an Existing Holder:

                    (1) the number of Outstanding shares, if any, of AMPS
               subject to any Hold Order placed by such Existing Holder;

                    (2) the number of Outstanding shares, if any, of AMPS
               subject to any Bid placed by such Existing Holder and the rate
               per annum specified in such Bid; and

                    (3) the number of Outstanding shares, if any, of AMPS
               subject to any Sell Order placed by such Existing Holder; and

               (D) to the extent such Bidder is a Potential Holder, the rate
          per annum specified in such Potential Holder's Bid.


                                      74
<PAGE>


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

          (iii) If an Order or Orders covering all of the Outstanding shares
     of AMPS held by an Existing Holder are not submitted to the Auction Agent
     prior to the Submission Deadline, the Auction Agent shall deem a Hold
     Order (in the case of an Auction relating to a Dividend Period which is
     not a Special Dividend Period of more than 28 days) and a Sell Order (in
     the case of an Auction relating to a Special Dividend Period of more than
     28 days) to have been submitted on behalf of such Existing Holder
     covering the number of Outstanding shares of AMPS held by such Existing
     Holder and not subject to Orders submitted to the Auction Agent.

          (iv) If one or more Orders on behalf of an Existing Holder covering
     in the aggregate more than the number of Outstanding shares of AMPS held
     by such Existing Holder are submitted to the Auction Agent, such Order
     shall be considered valid as follows and in the following order of
     priority:

               (A) any Hold Order submitted on behalf of such Existing Holder
          shall be considered valid up to and including the number of
          Outstanding shares of AMPS held by such Existing Holder; provided
          that if more than one Hold Order is submitted on behalf of such
          Existing Holder and the number of shares of AMPS subject to such
          Hold Orders exceeds the number of Outstanding shares of AMPS held by
          such Existing Holder, the number of shares of AMPS subject to each
          of such Hold Orders shall be reduced pro rata so that such Hold
          Orders, in the


                                      75
<PAGE>


          aggregate, will cover exactly the number of Outstanding shares of
          AMPS held by such Existing Holder;

               (B) any Bids submitted on behalf of such Existing Holder shall
          be considered valid, in the ascending order of their respective
          rates per annum if more than one Bid is submitted on behalf of such
          Existing Holder, up to and including the excess of the number of
          Outstanding shares of AMPS held by such Existing Holder over the
          number of shares of AMPS subject to any Hold Order referred to in
          paragraph 10(c)(iv)(A) above (and if more than one Bid submitted on
          behalf of such Existing Holder specifies the same rate per annum and
          together they cover more than the remaining number of shares that
          can be the subject of valid Bids after application of paragraph
          10(c)(iv)(A) above and of the foregoing portion of this paragraph
          10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per
          annum, the number of shares subject to each of such Bids shall be
          reduced pro rata so that such Bids, in the aggregate, cover exactly
          such remaining number of shares); and the number of shares, if any,
          subject to Bids not valid under this paragraph 10(c)(iv)(B) shall be
          treated as the subject of a Bid by a Potential Holder; and

               (C) any Sell Order shall be considered valid up to and
          including the excess of the number of Outstanding shares of AMPS
          held by such Existing Holder over the number of shares of AMPS
          subject to Hold Orders referred to in paragraph 10(c)(iv)(A) and
          Bids referred to in paragraph 10(c)(iv)(B); provided that if more
          than one Sell Order is submitted on behalf of any Existing Holder
          and the number of shares of AMPS subject to such Sell Orders is
          greater than such


                                      76
<PAGE>


          excess, the number of shares of AMPS subject to each of such Sell
          Orders shall be reduced pro rata so that such Sell Orders, in the
          aggregate, cover exactly the number of shares of AMPS equal to such
          excess.

          (v) If more than one Bid is submitted on behalf of any Potential
     Holder, each Bid submitted shall be a separate Bid with the rate per
     annum and number of shares of AMPS therein specified.

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

     (d) Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate. (i) Not earlier than the Submission Deadline on each Auction
Date, the Auction Agent shall assemble all Orders submitted or deemed
submitted to it by the Broker-Dealers (each such Order as submitted or deemed
submitted by a Broker-Dealer being hereinafter referred to individually as a
"Submitted Hold Order", a "Submitted Bid" or a "Submitted Sell Order", as the
case may be, or as a "Submitted Order") and shall determine:

               (A) the excess of the total number of Outstanding shares of
          AMPS over the number of Outstanding shares of AMPS that are the
          subject of Submitted Hold Orders (such excess being hereinafter
          referred to as the "Available AMPS");

               (B) from the Submitted Orders whether the number of Outstanding
          shares of AMPS that are the subject of Submitted Bids by Potential
          Holders specifying one or more rates per annum equal to or lower
          than the Maximum Applicable Rate exceeds or is equal to the sum of:


                                      77
<PAGE>


                    (1) the number of Outstanding shares of AMPS that are the
               subject of Submitted Bids by Existing Holders specifying one or
               more rates per annum higher than the Maximum Applicable Rate,
               and

                    (2) the number of Outstanding shares of AMPS that are
               subject to Submitted Sell Orders (if such excess or such
               equality exists (other than because the number of Outstanding
               shares of AMPS in clause (1) above and this clause (2) are each
               zero because all of the Outstanding shares of AMPS are the
               subject of Submitted Hold Orders), such Submitted Bids by
               Potential Holders being hereinafter referred to collectively as
               "Sufficient Clearing Bids"); and

               (C) if Sufficient Clearing Bids exist, the lowest rate per
          annum specified in the Submitted Bids (the "Winning Bid Rate") that
          if:

                    (1) each Submitted Bid from Existing Holders specifying
               the Winning Bid Rate and all other Submitted Bids from Existing
               Holders specifying lower rates per annum were rejected, thus
               entitling such Existing Holders to continue to hold the shares
               of AMPS that are the subject of such Submitted Bids, and

                    (2) each Submitted Bid from Potential Holders specifying
               the Winning Bid Rate and all other Submitted Bids from
               Potential Holders specifying lower rates per annum were
               accepted, thus entitling the Potential Holders to purchase the
               shares of AMPS that are the subject of such Submitted Bids,


                                      78
<PAGE>


     would result in the number of shares subject to all Submitted Bids
specifying the Winning Bid Rate or a lower rate per annum being at least equal
to the Available AMPS.

          (ii) Promptly after the Auction Agent has made the determinations
     pursuant to paragraph 10(d)(i), the Auction Agent shall advise the
     Corporation of the Maximum Applicable Rate and, based on such
     determinations, the Applicable Rate for the next succeeding Dividend
     Period as follows:

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

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

               (C) if all of the Outstanding shares of AMPS are the subject of
          Submitted Hold Orders, the Dividend Period next succeeding the
          Auction shall automatically be the same length as the immediately
          preceding Dividend Period and the Applicable Rate for the next
          succeeding Dividend Period shall be equal to 60% of the Reference
          Rate (or 90% of such rate if the Corporation has provided
          notification to the Auction Agent prior to the Auction establishing
          the Applicable Rate for any dividend pursuant to paragraph 2(f)
          hereof that net capital gains or other taxable income will be
          included in such dividend on shares of AMPS) on the date of the
          Auction.

     (e) Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares.


                                      79
<PAGE>


     Based on the determinations made pursuant to paragraph 10(d)(i), the
Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the
Auction Agent shall take such other action as set forth below:

          (i) If Sufficient Clearing Bids have been made, subject to the
     provisions of paragraph 10(e)(iii) and paragraph 10(e)(iv), Submitted
     Bids and Submitted Sell Orders shall be accepted or rejected in the
     following order of priority and all other Submitted Bids shall be
     rejected:

               (A) the Submitted Sell Orders of Existing Holders shall be
          accepted and the Submitted Bid of each of the Existing Holders
          specifying any rate per annum that is higher than the Winning Bid
          Rate shall be accepted, thus requiring each such Existing Holder to
          sell the Outstanding shares of AMPS that are the subject of such
          Submitted Sell Order or Submitted Bid;

               (B) the Submitted Bid of each of the Existing Holders
          specifying any rate per annum that is lower than the Winning Bid
          Rate shall be rejected, thus entitling each such Existing Holder to
          continue to hold the Outstanding shares of AMPS that are the subject
          of such Submitted Bid;

               (C) the Submitted Bid of each of the Potential Holders
          specifying any rate per annum that is lower than the Winning Bid
          Rate shall be accepted;

               (D) the Submitted Bid of each of the Existing Holders
          specifying a rate per annum that is equal to the Winning Bid Rate
          shall be rejected, thus entitling each such Existing Holder to
          continue to hold the Outstanding shares of AMPS that are the subject
          of such Submitted Bid, unless the number of Outstanding shares of
          AMPS subject to all such Submitted Bids shall be greater than the


                                      80
<PAGE>


          number of Outstanding shares of AMPS ("Remaining Shares") equal to
          the excess of the Available AMPS over the number of Outstanding
          shares of AMPS subject to Submitted Bids described in paragraph
          10(e)(i)(B) and paragraph 10(e)(i)(C), in which event the Submitted
          Bids of each such Existing Holder shall be accepted, and each such
          Existing Holder shall be required to sell Outstanding shares of
          AMPS, but only in an amount equal to the difference between (1) the
          number of Outstanding shares of AMPS then held by such Existing
          Holder subject to such Submitted Bid and (2) the number of shares of
          AMPS obtained by multiplying (x) the number of Remaining Shares by
          (y) a fraction the numerator of which shall be the number of
          Outstanding shares of AMPS held by such Existing Holder subject to
          such Submitted Bid and the denominator of which shall be the sum of
          the number of Outstanding shares of AMPS subject to such Submitted
          Bids made by all such Existing Holders that specified a rate per
          annum equal to the Winning Bid Rate; and

               (E) the Submitted Bid of each of the Potential Holders
          specifying a rate per annum that is equal to the Winning Bid Rate
          shall be accepted but only in an amount equal to the number of
          Outstanding shares of AMPS obtained by multiplying (x) the
          difference between the Available AMPS and the number of Outstanding
          shares of AMPS subject to Submitted Bids described in paragraph
          10(e)(i)(B), paragraph 10(e)(i)(C) and paragraph 10(e)(i)(D) by (y)
          a fraction the numerator of which shall be the number of Outstanding
          shares of AMPS subject to such Submitted Bid and the denominator of
          which shall be the sum of the number of Outstanding shares of AMPS
          subject to such Submitted Bids made by


                                      81
<PAGE>


          all such Potential Holders that specified rates per annum equal to
          the Winning Bid Rate.

          (ii) If Sufficient Clearing Bids have not been made (other than
     because all of the Outstanding shares of AMPS are subject to Submitted
     Hold Orders), subject to the provisions of paragraph 10(e)(iii),
     Submitted Orders shall be accepted or rejected as follows in the
     following order of priority and all other Submitted Bids shall be
     rejected:

               (A) the Submitted Bid of each Existing Holder specifying any
          rate per annum that is equal to or lower than the Maximum Applicable
          Rate shall be rejected, thus entitling such Existing Holder to
          continue to hold the Outstanding shares of AMPS that are the subject
          of such Submitted Bid;

               (B) the Submitted Bid of each Potential Holder specifying any
          rate per annum that is equal to or lower than the Maximum Applicable
          Rate shall be accepted, thus requiring such Potential Holder to
          purchase the Outstanding shares of AMPS that are the subject of such
          Submitted Bid; and

               (C) the Submitted Bids of each Existing Holder specifying any
          rate per annum that is higher than the Maximum Applicable Rate shall
          be accepted and the Submitted Sell Orders of each Existing Holder
          shall be accepted, in both cases only in an amount equal to the
          difference between (1) the number of Outstanding shares of AMPS then
          held by such Existing Holder subject to such Submitted Bid or
          Submitted Sell Order and (2) the number of shares of AMPS obtained
          by multiplying (x) the difference between the Available AMPS and the
          aggregate number of Outstanding shares of AMPS subject to Submitted
          Bids described in paragraph 10(e)(ii)(A) and paragraph 10(e)(ii)(B)
          by (y) a fraction the numerator


                                      82
<PAGE>


          of which shall be the number of Outstanding shares of AMPS held by
          such Existing Holder subject to such Submitted Bid or Submitted Sell
          Order and the denominator of which shall be the number of
          Outstanding shares of AMPS subject to all such Submitted Bids and
          Submitted Sell Orders.

               (iii) If, as a result of the procedures described in paragraph
          10(e)(i) or paragraph 10(e)(ii), any Existing Holder would be
          entitled or required to sell, or any Potential Holder would be
          entitled or required to purchase, a fraction of a share of AMPS on
          any Auction Date, the Auction Agent shall, in such manner as in its
          sole discretion it shall determine, round up or down the number of
          shares of AMPS to be purchased or sold by any Existing Holder or
          Potential Holder on such Auction Date so that each Outstanding share
          of AMPS purchased or sold by each Existing Holder or Potential
          Holder on such Auction Date shall be a whole share of AMPS.

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

               (v) Based on the results of each Auction, the Auction Agent
          shall determine, with respect to each Broker-Dealer that submitted
          Bids or Sell Orders on behalf of Existing Holders or Potential
          Holders, the aggregate number of Outstanding shares of AMPS to be
          purchased and the aggregate number of the Outstanding shares of AMPS
          to be sold by


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<PAGE>


          such Potential Holders and Existing Holders and, to the extent that
          such aggregate number of Outstanding shares to be purchased and such
          aggregate number of Outstanding shares to be sold differ, the
          Auction Agent shall determine to which other Broker-Dealer or
          Broker-Dealers acting for one or more purchasers such Broker-Dealer
          shall deliver, or from which other Broker-Dealer or Broker-Dealers
          acting for one or more sellers such Broker-Dealer shall receive, as
          the case may be, Outstanding shares of AMPS.

     (f) Miscellaneous. The Corporation may interpret the provisions of this
paragraph 10 to resolve any inconsistency or ambiguity, remedy any formal
defect or make any other change or modification that does not substantially
adversely affect the rights of Beneficial Owners of AMPS. A Beneficial Owner
or an Existing Holder (A) may sell, transfer or otherwise dispose of shares of
AMPS only pursuant to a Bid or Sell Order in accordance with the procedures
described in this paragraph 10 or to or through a Broker-Dealer, provided that
in the case of all transfers other than pursuant to Auctions such Beneficial
Owner or Existing Holder, its Broker-Dealer, if applicable, or its Agent
Member advises the Auction Agent of such transfer and (B) except as otherwise
required by law, shall have the ownership of the shares of AMPS held by it
maintained in book entry form by the Securities Depository in the account of
its Agent Member, which in turn will maintain records of such Beneficial
Owner's beneficial ownership. Neither the Corporation nor any Affiliate, other
than an Affiliate that is a Broker-Dealer, shall submit an Order in any
Auction. Any Beneficial Owner that is an Affiliate shall not sell, transfer or
otherwise dispose of shares of AMPS to any Person other than the Corporation.
All of the Outstanding shares of a series of AMPS shall be represented by a
single certificate registered in the name of the nominee of the Securities
Depository unless otherwise required by law or unless there is no Securities
Depository. If there is no Securities Depository, at the Corporation's


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<PAGE>


option and upon its receipt of such documents as it deems appropriate, any
shares of AMPS may be registered in the Stock Register in the name of the
Beneficial Owner thereof and such Beneficial Owner thereupon will be entitled
to receive certificates therefor and required to deliver certificates therefor
upon transfer or exchange thereof.

     11. Securities Depository; Stock Certificates.

     (a) If there is a Securities Depository, one certificate for all of the
shares of AMPS of each series 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 AMPS. All such
certificates shall bear a legend to the effect that such certificates are
issued subject to the provisions restricting the transfer of shares of AMPS
contained in these Articles Supplementary. 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 Auction Agent
for the shares of AMPS. 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 Rate applicable to all shares of AMPS of a series
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 11(a)) registered
in the names of the Beneficial Owners or their nominees and rescind the
stop-transfer instructions referred to in paragraph 11(a) with respect to such
shares.

     12. Termination of Rating Agency Provisions.

     (a) The Board of Directors may determine that it is not in the best
interests of the Corporation to continue to comply with the provisions of
paragraphs 7 and 8 hereof with respect


                                      85
<PAGE>


to Moody's, and any other provisions hereof with respect to obtaining and
maintaining a rating on the AMPS from Moody's (together, the "Moody's
Provisions"), and paragraphs 7 and 8 hereof with respect to S&P, and any other
provisions hereof with respect to obtaining and maintaining a rating on the
AMPS from S&P (together, the "S&P Provisions"), in which case the Corporation
will no longer be required to comply with any of the Moody's Provisions or the
S&P Provisions, as the case may be, provided that (i) the Corporation has
given the Auction Agent, the Broker-Dealers, Moody's or S&P and Holders of the
AMPS at least 45 calendar days written notice of such termination of
compliance, (ii) the Corporation is in compliance with the Moody's Provisions
and the S&P Provisions, as the case may be, at the time the notice required in
clause (i) hereof is given and at the time of the termination of compliance
with the Moody's Provisions or the S&P Provisions, and (iii) the AMPS continue
to be rated by at least one NRSRO at the time of the termination of compliance
with the Moody's Provisions or the S&P Provisions, as the case may be.

     (b) On the date that the notice is given in paragraph 12(a) above and on
the date that compliance with the Moody's Provisions and/or the S&P
Provisions, as the case may be, is terminated, the Corporation shall provide
the Auction Agent and Moody's or S&P, as applicable, with an officers'
certificate as to the compliance with the provisions of paragraph 12(a)
hereof, and the Moody's Provisions and/or the S&P Provisions, as applicable,
on such later date and thereafter shall have no force or effect.


                                      86
<PAGE>


     IN WITNESS WHEREOF, MUNIYIELD INSURED FUND, INC. has caused these
Articles Supplementary to be signed in its name and on its behalf by its Vice
President, and attested by its Secretary, on the _____ day of _____, 2004.

                                             MUNIYIELD INSURED FUND, INC.



                                             By:
                                                ------------------------------
                                                Name:
                                                Title:

Attest:




--------------------------------
Name:
Title:   Secretary


     THE UNDERSIGNED, Vice President of MUNIYIELD INSURED FUND, INC. (the
"Corporation"), who executed on behalf of the Corporation the foregoing
Articles Supplementary, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of the Corporation, the foregoing
Articles Supplementary to be the corporate act of the Corporation and, as to
all matters and facts required to be verified under oath, further certifies
that, to the best of his knowledge, information and belief, these matters and
facts contained herein are true in all material respects and that this
statement is made under the penalties for perjury.





                                             By:
                                                ------------------------------
                                                Name:
                                                Title:



                                      87


</TEXT>
</DOCUMENT>
