<DOCUMENT>
<TYPE>EX-99.A6
<SEQUENCE>8
<FILENAME>dex99a6.txt
<DESCRIPTION>EXHIBIT A6
<TEXT>
<PAGE>

                                                                 EXHIBIT (A)(6)

                  THE FIRST AUSTRALIA PRIME INCOME FUND, INC.

                  Articles Supplementary creating a series of
                         Auction Market Preferred Stock

                  The First Australia Prime Income Fund, Inc., a Maryland
corporation having its principal Maryland office in the City of Baltimore in the
State of Maryland (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 authorized the issuance of a series of up to 1,000 shares of its
authorized preferred stock, par value $.01 per share, liquidation preference
$100,000 per share, designated Auction Market Preferred Stock, Series E.

                  SECOND: Pursuant to section 2-411 of the Maryland General
Corporation law and authority granted by article fourth of the Corporation's
by-laws, the board of directors of the Corporation has appointed a pricing
committee (the "Pricing Committee") and has authorized such Pricing Committee to
fix, consistent with, and subject to, the authorization referred to in Article
FIRST of these Articles Supplementary, the terms of the shares of Auction Market
Preferred Stock, Series E.

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

                                   DESIGNATION

                  SERIES E: A series of 500 share of preferred stock, par value
$.01 per share, liquidation preference $100,000 per share, is hereby designated
"Auction Market Preferred Stock Series E." Each share of Auction Market
Preferred Stock, Series E shall be issued on the Date of Original Issue (as
herein defined); have an Initial Dividend Payment Date (as herein defined) of
January 5, 1993; and have such other preferences, limitations and relative
voting rights, in additional to those required by applicable law or set forth in
the Corporation's Articles of Incorporation applicable to preferred stock of the
Corporation; as are set forth in these Articles Supplementary. The Auction
Market Preferred Stock, Series E shall constitute a separate series of preferred
stock of the Corporation, and each share or Auction Market Preferred Stock,
Series E shall be identical.

                  1.   Definitions

                  Capitalized terms not defined in this paragraph 1 shall have
the respective meanings specified in paragraph 8(a) hereof. Unless the context
or use indicates another or different meaning, the following terms shall have
the following meanings, whether used in the singular or plural:

                  " `AA' Composite Commercial Paper Rate," on any date, means
(i) the interest equivalent of the 30-day rate on commercial paper placed on
behalf of issuers whose corporate bonds are rated "AA" by S&P, or the equivalent
of such rating by S&P or another rating agency, as such 30-day rate is made
available on a discount basis or otherwise by the Federal Reserve Bank of New
York for the Business Day immediately preceding such date, or (ii) in the event
that the Federal Reserve Bank of New York does not make available such a rate,
then the arithmetic average of the interest equivalent of the 30-day rate on
commercial paper placed on behalf of such issuers, as quoted to the Auction
Agent on a discount basis or otherwise by the Commercial Paper Dealers for the
close of business on the Business Day immediately preceding such date. If any
Commercial Paper Dealer does not quote a rate required to

<PAGE>

determine the 30-day "AA" Composite Commercial Paper Rate, the 30-day "AA"
Composite Commercial Paper Rate will be determined on the basis of the quotation
or quotations furnished by any Substitute Commercial Paper Dealer or Substitute
Commercial Paper Dealers selected by the Corporation to provide such rate or
rates not being supplied by the Commercial Paper Dealer. "Interest Equivalent"
as used herein means the equivalent yield on a 360-day basis of a discount basis
security to an interest bearing security.

                  "Accountant's Confirmation" has the meaning set forth in
paragraph 7(b)(iii) hereof.

                  "Administrator" means Prudential Mutual Funds Management, Inc.
or any successor administrator to the Corporation who acts in such capacity.

                  "Agent Member" means the member of the Securities Depository
that will act on behalf of an Existing Holder or Potential Holder and that is
identified as such in such holder's Purchaser's Letter.

                  "AMPS" means the Auction Market Preferred Stock, Series E, and
where appropriate, any other series of the Corporation's Auction Market
Preferred Stock.

                  "AMPS Basic Maintenance Amount" means, as of any date, the
dollar amount equal to the sum of (a) $100,000 times the number of shares of
AMPS then outstanding; (b) the aggregate liquidation preference of other
Preferred Stock then outstanding, if any; (c) the Dividend Coverage Amount; (d)
the aggregate Projected Dividend Amount; (e) the aggregate principal amount of
any then outstanding indebtedness of the Corporation for money borrowed; (f)
projected expenses of the Corporation for the next succeeding three-month
period; and (g) the greater of $200,000 or the Corporation's current liabilities
as of such date to the extent not otherwise reflected in any of (a) through (f)
above. The Board of Directors shall have the authority, to the extent permitted
by Maryland law, to adjust, modify, alter or change from time to time the
elements comprising the AMPS Basic Maintenance Amount from those set forth in
these Articles Supplementary if the Rating Agencies advise the Corporation in
writing that the change will not adversely affect their respective then-current
ratings of the AMPS.

                  "AMPS Basic Maintenance Cure Date," with respect to the
failure by the Corporation to maintain the AMPS Basic Maintenance Amount (as
required by paragraph 7(b) hereof) as of each Valuation Date, means the fifth
Business Day following such Valuation Date.

                  "ANNIE MAEs" are securities issued against mortgage pools by
Australian National Mortgage Pool Agency Ltd., an affiliate of Security Pacific
National Bank.

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

                  "Applicable Rate" has the meaning specified in paragraph
3(c)(i) below.

                  "Articles of Incorporation" means the Articles of
Incorporation of the Corporation, as amended and restated from time to time,
including as amended by these Articles Supplementary.

                  "Auction" means each operation of the Auction Procedures.

                  "Auction Agent" means Chemical Bank unless and until another
commercial bank, trust company, or other financial institution appointed by a
resolution of the Board of Directors enters into an

                                       2

<PAGE>

agreement with the Corporation to follow the Auction Procedures for the purpose
of determining the Applicable Rate and to act as transfer agent, registrar,
paying agent and redemption agent.

                  "Auction Agent Agreement" has the meaning specified in
paragraph 3(c)(i) below.

                  "Auction Date" has the meaning specified in paragraph 8(a)
below.

                  "Auction Procedures" means the procedures for conducting
Auctions set forth in paragraph 8 below.

                  "Australian Bank Bills" means bills of exchange (as defined in
the Bills of Exchange Act of the Commonwealth of Australia) issued, accepted or
endorsed by Australian banks with (x) in the case of S&P (i) a rating from S&P
at least as high as S&P's then-current rating for the AMPS or (ii) in the case
of any Bank Bill with a remaining term to maturity from the date of
determination of 365 days or less, a rating from S&P at least as high as S&P's
short-term rating comparable to its then-current rating for the AMPS and (y) in
the case of Moody's (i) a long-term foreign currency debt rating from Moody's of
at least Aa3 or (ii) in the case of any Bank Bill with a remaining term to
maturity from the date of determination of 180 days or less, a rating from
Moody's of Prime-1 or (iii) any other rating as Moody's shall approve in
writing.

                  "Australian Corporate Bonds" means debt obligations of
Australian corporations (other than Australian Government Securities, Australian
Semi-Government Securities, Australian Bank Bills, Australian Eurobonds,
Australian Exchangeable Eurobonds and Australian Short-Term Securities)
provided, that such debt obligations shall not be deemed to be Eligible
Portfolio Property by S&P unless they have the following characteristics: (a)
the principal amount outstanding on the date of determination is at least equal
to A$50 million, (b) the security is publicly traded, (c) the security is
non-callable, or, if the security is callable, the basis for pricing is to the
call date, (d) the security is rated at least AA- by S&P, (e) the security has a
tender panel, (f) the maturity date of the security is not later than the 10/th/
anniversary of the Valuation Date of such security and (g) the security is
issued by one of the following issuers:

                  (i)  Issuers with a public long-term S&P rating or whose
         parent has a public long-term rating and there is an explicit guarantee
         backing the subsidiary's debt service payments ("Guaranteed Australian
         Corporate Bonds"). These issuers currently include:

                  FANMAC Premier Trust Co. No. 1-22 and any subsequent issues
                  rated by S&P - Australian Ratings
                  Ford Credit Australia
                  National Australia Bank
                  State Bank of Victoria
                  Custom Credit Corporation, Ltd.

                  (ii) Issuers, which shall be designated in writing from time
         to time by S&P, without a public long-term S&P rating but whose parent
         has a long term S&P rating but has not explicitly guaranteed the
         subsidiary's debt service Payments ("Non-Guaranteed Corporate Bonds").

                  In addition, if the determination is being made for S&P, (a)
not more than 10% of the aggregate Discounted Value of the Eligible Portfolio
Property of the Corporation can consist of Australian Corporate Bonds issued by
a single issuer, (b) not more than 50% (if the issue is rated AAA by S&P) or
33.3% (if the issue is rated AA or A by S&P) or 20% (if the issue is rated BBB
by S&P) of the aggregate Discounted Value of the Eligible Portfolio Property of
the Corporation can consist of

                                       3

<PAGE>

Australian Corporate Bonds from issues representing a single industry, (c) not
more than 5% of the then-outstanding principal amount of any one issue can be
included in Eligible Portfolio Property and (d) not more than 20% of the
outstanding aggregate principal amount of the Australian Corporate Bonds held by
the Corporation and included in Eligible Portfolio Property shall be comprised
of securities with a then outstanding issue size of less than A$100 million.

                  The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the list of securities and eligibility
criteria as set forth above if each Rating Agency advises the Corporation in
writing that the change or specification will not adversely affect its
than-current rating of the AMPS.

                  "Australian Currency" means such coin or currency of Australia
as at the time shall be legal tender for payment of public and private debts, as
well as cash deposits with Offshore Banking Units of Banque Nationale de Paris.

                  "Australian Eurobonds" (including guaranteed and
non-guaranteed Eurobonds) means debt securities which are denominated in
Australian Currency, and which have the following characteristics: (a) the
principal amount outstanding on the date of determination is at least equal to
A$50 million, (b) the security is publicly traded, (c) the security is
non-callable, or, if the security is callable, the basis for pricing is to the
call date, (d) the security is rated at least AA- by S&P, (e) the maturity date
of the security is not later than the 10/th/ anniversary of the Valuation Date
of such security and (f) the security is issued by one of the following issuers:

                  (i)  Issuers with a public long-term S&P rating or whose
         parent has a public long-term S&P rating and there is an explicit
         guarantee backing the subsidiary's debt service payments ("Australian
         Guaranteed Eurobonds"). These issuers currently include:

                               Australian Telecom
                               Finnish Export Credit Corp.
                               National Australia Bank
                               State Bank of New South Wales
                               State Electricity of Victoria
                               Swedish Export Credit Corp.

                  (ii) Issuers, which shall be designated in writing from time
to time by S&P, without a public long-term S&P rating but whose parent has a
long-term S&P rating but has not explicitly guaranteed the subsidiary's debt
service payments ("Australian Non-Guaranteed Eurobonds").

                  In addition, if the determination is being made for S&P, (a)
not more than 10% of the aggregate Discounted Value of the Eligible Portfolio
Property of the Corporation can consist of Australian Eurobonds from a single
issuer, (b) not more than 50% (if the issue is rated AAA by S&P) or 33.3% (if
the issue is rated AA or A by S&P) or 20% (if the issue is rated BBB by S&P) of
the aggregate Discounted Value of the Eligible Portfolio Property of the
Corporation can consist of Australian Eurobonds from issues representing a
single industry, (c) not more than 5% of the then outstanding principal amount
of any one issue can be included in Eligible Portfolio Property and (d) not more
than 20% of the outstanding aggregate principal amount of the Australian
Eurobonds held by the Corporation and included in the S&P Eligible Portfolio
Property shall be comprised of securities with an outstanding issue size of less
than A$50 million.

                  The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the list of securities and eligible
criteria as set forth above if each Rating Agency advises the

                                       4

<PAGE>

Corporation in writing that the change or specification will not adversely
affect its then current rating of the AMPS.

                  "Australian Exchangeable Eurobonds" means securities which are
denominated in Australian Currency issued by the New South Wales Treasury
Corporation or the Queensland Treasury Corporation which confer upon the holder
an option to exchange such securities for, respectively, a like principle amount
of New South Wales Treasury Inscribed Stock or Queensland Treasury Corporation
Inscribed Stock of identical maturity and coupon.

                  "Australian Government Securities" means, in the case of S&P,
all publicly traded securities issued and guaranteed by the Government of the
Commonwealth of Australia with fixed maturities (i.e., no perpetuals) and in the
case of Moody's, any publicly traded security which is (i) either issued by the
Government of the Commonwealth of Australia and is rated Aaa by Moody's or is
guaranteed by the Government of the Commonwealth of Australia and is rated Aaa
by Moody's (ii) is denominated and payable in Australian Currency or is
convertible into a security constituting Eligible Portfolio Property by Moody's
and (iii) is not a variable rate, indexed-linked, zero coupon or stripped
security.

                  "Australian Ratings" means Australian Ratings Pty Ltd or its
successors.

                  "Australian Securities" means ANNIE MAEs, Australian Bank
Bills, Australian Corporate Bonds, Australian Eurobonds, Australian Exchangeable
Eurobonds, Australian Government Securities, Australian Semi-Government
Securities, Australian Short-term Securities, MMSs, MTCs, and NMMC Securities.

                  Australian Semi-Government Securities means publicly traded
semi-government securities with a fixed maturity (i.e., no perpetuals) issued by
the following entities which, except as indicated are explicitly guaranteed by
the Government of the Commonwealth of Australia or the respective Australian
State and which, in the case of S&P, include Australian Exchangeable Eurobonds
and in the case of Moody's are (i) either rated Aaa by Moody's or are guaranteed
by either the Commonwealth of Australia and rated Aaa or any semi-sovereign
Australian entity whose domestic currency long-term debt is rated Aaa by Moody's
(ii) are denominated and payable in Australian currency or are convertible into
a security constituting Eligible Portfolio Property by Moody's and (iii) are not
a variable rate, indexed-linked, zero coupon or stripped security.

                  1.  Electricity Trust of South Australia, a body established
         under the Electricity Trust of South Australia Act 1946 (South
         Australia).

                  2.  Gas & Fuel Corporation of Victoria, a corporation
         established under the Gas and Fuel Corporation Act 1950 (Victoria).

                  3.  Melbourne & Metropolitan Board of Works, a board
         constituted under section 4 of the Melbourne & Metropolitan Board of
         Works Act 1958 (Victoria).

                  4.  New South Wales Treasury Corporation, a corporation
         constituted under section 4 of the Treasury Corporation Act 1983 (New
         South Wales), including its Australian Convertible Eurobond issues, in
         the case of S&P.

                  5.  A Territory authority being an authority within the
         meaning of that term under section 43 of the Northern Territory (Self
         Government) Act (Commonwealth) provided that the specific issue is
         guaranteed by the Treasurer of the Commonwealth of Australia.

                                       5

<PAGE>

                  6.  The State Electricity Commission of Qld a commission
         constituted under the Electricity Act 1976 (Qld).

                  7.  Queensland Treasury Corporation, a corporation established
         under the Treasury Corporation Act 1988 (Qld), including its Australian
         Convertible Eurobond issues, in the case of S&P.

                  8.  South Australian Government Financing Authority, an
         authority established under the Government Financing Authority Act 1982
         (South Australia).

                  9.  State Electricity Commission of Victoria, a commission
         established under the State Electricity Commission Act 1958 (Victoria).

                  10. State Energy Commission of Western Australia, a commission
         established under the State Energy Commission Act 1979 (Western
         Australia).

                  11. The Australian Telecommunications Commission, a commission
         established under section 4 of the Telecommunications Act 1975
         (Commonwealth).

                  12. (with respect to S&P only), and without any guarantee by
         the Commonwealth of Australia or the respective Australian State:
         Australian and Overseas Telecommunications Corporation, Limited.

                  13. Victorian Public Authorities Finance Agency an agency
         constituted under section 3 of the Victorian Public Authorities Act
         1984 (Victoria).

                  14. Australian Industry Development Corporation a body
         established under section 5 of the Australian Industries Development
         Corporation Act (Commonwealth).

                  15. South Australian Finance Trust Limited, a body corporate
         proclaimed by the Governor of South Australia to be a semi-government
         authority pursuant to the Public Finance and Audit Act 1987 (South
         Australia).

                  16. The Western Australian Treasury Corporation.

                  17. Hydro-Electricity Commission of Tasmania.

                  18. Tasmanian Public Finance Corp.

                  19. Tasmanian Development Authority.

                  20. Australian Trade Commission.

                  21. (with respect to S&P only) FANMAC Premier Trust Co. (Nos.
         1-22) and any subsequent issues rated by S&P - Australian Ratings.

                  22. (with respect to S&P only) Australian Wool Corporation.

                  23. Commonwealth Bank of Australia.

                  24. State Bank of New South Wales.

                                       6

<PAGE>

                  25. In the case of S&P, Australian Exchangeable Eurobonds.

                  The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the list of securities as set forth
above if each Rating Agency advises the Corporation in writing that the change
or specification will not adversely affect its then current rating of AMPS.

                  "Australian Short Term Securities" means promissory notes and
other short term commercial paper issued by Australian institutions which, for
purposes of S&P, are rated A-1+ by S&P or have a long-term rating from S&P at
least as high as their then-current comparable rating of AMPS and, for purposes
of Moody's are rated Prime-1 by Moody's or have a long-term foreign currency
debt rating from Moody's of at least Aa3 and a maturity of less than 270 days in
the case of commercial paper.

                  "Authorized Newspaper" means The Wall Street Journal, or if
not published on such date, The New York Times, or if neither of such papers is
published on such date, a newspaper, printed in the English language, of general
circulation in the Borough of Manhattan, The City of New York, that carries
financial news and is customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays.

                  "Board of Directors" means the Board of Directors of the
Corporation or, except as used in paragraphs 3(a) and 6 hereof, any duly
authorized and empowered committee thereof.

                  "Business Day" means a day on which the New York Stock
Exchange is open for trading and which is not a Saturday, Sunday or other day on
which banks in The City of New York are authorized or obligated by law to close;
provided, that for purposes of determining Valuation Dates, Cure Dates and any
Failure to Cure, "Business Day" means a day on which the New York Stock Exchange
and the Australian Stock Exchange Limited are open for trading and which is not
a Saturday, Sunday or other day on which banks in The City of New York or in
Sydney, Australia are authorized or obligated by law to close.

                  "Cash" means such coin or currency of the United States of
America as at the time shall be legal tender for payment of public and private
debts.

                  "Certificate of Minimum Liquidity" has the meaning specified
in paragraph 7(c)(i) below.

                  "Commercial Paper Dealers" means Merrill Lynch, Pierce, Fenner
& Smith Incorporated and such other commercial paper dealer or dealers as the
Corporation may from time to time appoint, or, in lieu of any thereof, their
respective affiliates or successors.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means shares of the common stock, par value
$.01 share, of the Corporation.

                  "Corporate Bonds" means debt obligations of U.S. corporations
(other than Short Term Money Market Instruments or U.S. Government Obligations)
rated Aa or better by Moody's or AA or better by S&P, which corporate debt
obligations (a) provide for the periodic payment of interest thereon in cash,
(b) do not provide for conversion or exchange into equity capital at any time
over their respective lives, (c) have been registered under the Securities Act
of 1933, as amended, and (d) have not had notice given in respect thereof that
any such corporate debt obligations are the subject of an offer by the issuer
thereof of exchange or tender for cash, securities or any other type of
consideration (except that corporate

                                       7

<PAGE>

debt obligations in an amount not exceeding 10% of the aggregate value of the
Corporation's assets at any time shall not be subject to the provisions of this
clause (d)). In addition, no corporate debt obligation held by the Corporation
shall be deemed a Corporate Bond (i) if it fails to meet the criteria in column
(1) below or (ii) to the extent (and only to the proportionate extent) the
acquisition or holding thereof by the Corporation causes the Corporation to
exceed any applicable limitation set forth in column (2) or (3) below as of any
relevant date of determination (provided that in the event that the Corporation
shall exceed any such limitation, the Corporation shall designate, in its sole
discretion, the particular Corporate Bond(s) and/or portions thereof which shall
be deemed to have caused the Corporation to exceed such limitation):

<TABLE>
<CAPTION>
                                       Column 1                        Column 2                          Column 3
                                       --------                        --------                          --------

                                                                  Maximum Percent of Value          Maximum Percent of Value
                                                                 of Corporation Assets,            of Corporation Assets,
                                                                Including Eligible Portfolio      Including Eligible Portfolio
        Rating                   Minimum Original Issue          Property, Invested in any         Property  Invested in any
           (1)                     Size of Each Issue                 One Issuer(2)                One Industry Category(2)
    ----------------           --------------------------      -----------------------------     -----------------------------
                                    ($ in millions)
<S>                            <C>                             <C>                               <C>
Aaa/AAA .................                $100                             10.0%                              50.0%
Aa/AA ...................                 100                             10.0                               33.3
</TABLE>

_________________

(1)      In the event that a Corporate Bond has received a different rating from
         each of the Rating Agencies, the lower of the two ratings will be
         controlling. Rating designations include (+) or (-) modifiers to the
         rating where appropriate.

(2)      The referenced percentages represent maximum cumulative totals for the
         related rating category and each lower rating category.

                  The Board of Directors shall be authorized to adjust, modify,
alter or change from time to time the assets (and/or the characteristics
thereof) included within the definition of Corporate Bonds for purposes of
determining compliance with the AMPS Basic Maintenance Amount to encompass other
assets constituting, and/or other characteristics of, corporate debt obligations
from those set forth in these Articles Supplementary if the Rating Agencies
advise the Corporation in writing that the change will not adversely affect
their respective then-current ratings of the AMPS.

                  "Corporation" means The First Australia Prime Income Fund,
Inc.

                  "Custodian" means State Street Bank and Trust Company or any
successor custodian to the Corporation who acts in such capacity.

                  "Cure Date" means the AMPS Basic Maintenance Cure Date or the
1940 Act Cure Date, as the case may be.

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

                  "Deposit Securities" means Cash, U.S. Government Obligations,
Repurchase Agreements and Short Term Money Market Instruments. Except for
purposes of determining compliance with the AMPS Basic Maintenance Amount, each
Deposit Security shall be deemed to have a value equal to its principal or face
amount payable at maturity plus any interest payable thereon after delivery of
such Deposit Security but only if payable on or prior to the applicable payment
date in advance of which the relevant deposit is made.

                                       8

<PAGE>

                  "Discount Factor" means, for any asset held by the
Corporation, the number set forth opposite each such type of asset in the
following table or such other factor required under the guidelines established
by the Rating Agencies from time to time (it being understood that any asset
held by the Corporation and not listed in the following table or as provided in
writing by the Rating Agencies shall have a Discounted Value of zero):

<TABLE>
<CAPTION>
                                                            Moody's Discount Factor           S&P Discount Factor
  Type of Eligible Portfolio Property                              Factor                             (2)
<S>                                                         <C>                               <C>
Cash and Short Term Money Market Instruments                       1.000(1)                           1.000
other than commercial paper with a remaining
term to maturity equal to or less than 46 days

commercial paper with a remaining term to                          1.150                              1.000
maturity equal to or less than 46 days

Repurchase Agreements                                              1.000                              1.000

Australian Government Securities: with any                         1.000(1)                           1.000
current outstanding issue size and with a
remaining term to maturity shorter than 46 days
from the Valuation Date

with a current outstanding issue size less than                    1.730                              1.470
A$100,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

with a current outstanding issue size of at                        1.730                              1.340
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

with a current outstanding issue size greater                      1.520                              1.340
than A$150,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

                    -0-

with a current outstanding issue size less than                    1.730                              1.580
A$100,000,000 and with a remaining term to
maturity longer than 2 years but not more than
5 years from the Valuation Date
</TABLE>

                                       9

<PAGE>

<TABLE>
<S>                                                              <C>                         <C>
with a current outstanding issue size of at                      1.730                       1.436
least A$100,000,000 but less than or equal
to A$150,000,000 and with a remaining term
to maturity longer than 2 years but not more
than 5 years from the Valuation Date

with a current outstanding issue size greater                    1.730                       1.436
than A$150,000,000 and with a remaining term
to maturity longer than 2 years but nor more
than 5 years from the Valuation Date

                 -0-

with a current outstanding issue size less than                  1.730                       1.608
A$100,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

                 -0-

with a current outstanding issue size of at                      1.730                       1.462
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

with a current outstanding issue size greater                    1.520                       1.462
than A$150,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

                 -0-

with a current outstanding issue size less than                  1.730                       1.679
A$100,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

with a current outstanding issue size greater                    1.730                       1.526
than A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date
</TABLE>

                                       10

<PAGE>

<TABLE>
<S>                                                                 <C>                       <C>
with a current outstanding issue size greater                      1.520                     1.526
than A$150,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

Australian Semi-Government Securities (3): with                    1.000(1)                  1.000
any current outstanding issue size and with a
remaining term to maturity shorter than 46 days
from the Valuation Date

with a current outstanding issue size less than                    1.730                     1.639
A$100,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

with a current outstanding issue size of at                        1.730                     1.490
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

with a current outstanding issue size greater                      1.520                     1.490
than A$150,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 yeas from the Valuation Date

                    -0-

with a current outstanding issue size less than                    1.730                     1.745
A$100,000,000 and with a remaining term to
maturity longer than 2 years but not more than 5
years from the Valuation Date

with a current outstanding issue size of at                        1.730                     1.586
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 2 years but not more than 5
years from the Valuation Date

with a current outstanding issue size greater                      1.520                     1.586
than A$150,000,000 and with a remaining term to
maturity longer than 2 years but not more than 5
years from the
</TABLE>

                                       11

<PAGE>

<TABLE>
<S>                                                             <C>                      <C>
Valuation Date

                -0-

with a current outstanding issue size greater                   1.730                    1.773
than A$100,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

with a current outstanding issue size of at                     1.730                    1.612
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

with a current outstanding issue size greater                   1.520                    1.612
than A$150,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

                -0-

with a current outstanding issue size less than                 1.730                    1.844
A$100,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

with a current outstanding issue size of at                     1.730                    1.676
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 10 years but not ore than
20 years from the Valuation Date

with a current outstanding issue size greater                   1.520                    1.676
than A$150,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

                -0-

Australian Semi-Government Securities                           1.050                    1.000
(Tasmanian) (4):
with any current outstanding issue size and
with a remaining term to maturity shorter than
46 days from the Valuation
</TABLE>

                                       12

<PAGE>

<TABLE>
<S>                                                               <C>                   <C>
Date

with a current outstanding issue size less than                   1.820                 1.694
A$100,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

with a current outstanding issue size of at                       1.820                 1.540
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

with a current outstanding issue size greater                     1.600                 1.540
than A$150,000,000 and with a remaining term to
maturity equal to or longer than 46 days but not
more than 2 years from the Valuation Date

                  -0-

with a current outstanding issue size less than                   1.820                 1.800
A$100,000,000 and with a remaining term to
maturity longer than 2 years but not more than 5
years from the Valuation Date

with a current outstanding issue size of at                       1.820                 1.636
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 2 years but not more than 5
years from the Valuation Date

with a current outstanding issue size greater                     1.600                 1.636
than A$150,000,000 and with a remaining term to
maturity longer than 2 years but not more than 5
years from the Valuation Date

                  -0-

with a current outstanding issue size less than                   1.820                 1.828
A$100,000,000 and with a remaining term to maturity
longer than 5 years but not more than 10 years
from the Valuation Date
</TABLE>

                                       13

<PAGE>

<TABLE>
<S>                                                             <C>                      <C>
with a current outstanding issue size of at                     1.820                    1.662
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

with a current outstanding issue size greater                   1.600                    1.662
than A$150,000,0000 and with a remaining term to
maturity longer than 5 years but not more than
10 years from the Valuation Date

                    -0-

with a current outstanding issue size less than                 1.820                    1.899
A$100,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

with a current outstanding issue size of at                     1.820                    1.726
least A$100,000,000 but less than or equal to
A$150,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

with a current outstanding issue size greater                   1.600                    1.726
than A$150,000,000 and with a remaining term to
maturity longer than 10 years but not more than
20 years from the Valuation Date

                    -0-

Australian Bank Bills:                                          1.000(1)                 1.000
with maturities of less than or equal to 46 days
from the Valuation Date

with maturities of 47-56 days from the last                     1.350                    1.400
Valuation Date

with maturities of 57-90 days from the Valuation                1.350                    1.400
Date

with maturities of 91-180 days from the                         1.350                    1.450
Valuation Date

Australian Currency                                             1.350*                   1.570
</TABLE>

                                       14

<PAGE>

--------------------
*        If any Overseas Banking Unit constituting Australian Currency has a
         maturity of more than 46 days from the Valuation Date, the principal
         amount of the cash deposit shall be offset by an amount equal to the
         penalty for early withdrawal and in the event interest earned on any
         Overseas Banking Unit is not exempt from interest withholding tax, the
         Corporation may not include interest earned as a component of the value
         of the deposit unless taxes incurred on interest earned have been paid.

<TABLE>
<S>                                                            <C>                    <C>
Australian Guaranteed Eurobonds:                               -----                  2.000
with a current outstanding issue size less than
or equal to A$50,000,000 with a remaining term
to maturity of more than 56 days from the
Valuation Date

with a current outstanding issue size exceeding                -----                  1.900
A$50,000,000 with a remaining term to maturity
of more than 56 days from the Valuation Date

with any current outstanding issue size and with               -----                  1.000
a remaining term to maturity of less than 56
days from the Valuation Date

Australian Non-Guaranteed Eurobonds:                           -----                  2.150
with a current outstanding issue size less than
or equal to A$50,000,000 with a remaining term
to maturity of more than 56 days from the
Valuation Date

with a current outstanding issue size exceeding                -----                  2.000
A$50,000,000 with a remaining term to maturity
of more than 56 days from the Valuation Date

with any current outstanding issue size and with               -----                  1.000
a remaining term to maturity of less than 56
days from the Valuation Date

Guaranteed Australian Corporate Bonds:                         -----                  1.700
with a current outstanding issue size less than
or equal to A$100,000,000 with a remaining term
to maturity of more than 56 days from the
Valuation Date

with a current outstanding issue size exceeding                -----                  1.600
A$100,000,000 with a remaining term to maturity
of more than 56 days from the Valuation Date
</TABLE>

                                       15

<PAGE>

<TABLE>
<S>                                                              <C>                         <C>
with any current outstanding issue size and with                 -----                       1.000
a remaining term to maturity of less than 56
days from the Valuation Date

Non-Guaranteed Australian Corporate Bonds:                       -----                       1.800
with a current outstanding issue size less than
or equal to A$100,000,000 with a remaining term
to maturity of more than 56 days from the
Valuation Date

with a current outstanding issue size exceeding                  -----                       1.700
A$100,000,000 with a remaining term to maturity
of more than 56 days from the Valuation Date

with any current outstanding issue size and with                 -----                       1.000
a remaining term to maturity of less than 56
days from the Valuation Date

Guaranteed Australian Corporate Bonds:                           -----                        1.70
with a current outstanding issue size less than
or equal to A$150,000,000 with a remaining term
to maturity of more than 56 days

with a current outstanding issue size exceeding                  -----                        1.60
A$150,000,000 with a remaining term to maturity
of more than 56 days

with any current outstanding issue size and with                 -----                        1.00
a remaining term to maturity of less than 56 days

Australian Exchangeable Eurobonds                                2.050                        ____**

Non-Guaranteed Australian Corporate Bonds:                       -----                        1.80
with a current outstanding issue size less than
or equal to A$150,000,000 with a remaining term
to maturity of more than 56 days
</TABLE>



--------------
**       Included in Australian Semi-Government categories.

                                       16

<PAGE>

<TABLE>
<S>                                                                <C>                       <C>
GNMA Certificates with fixed interest rates                        (5)                       1.300

GNMA Certificates with adjustable interest rate                    1.480                     1.300

FHLMC and FNMA Certificates with fixed interest                    (7)                       1.350
rates

FHLMC and FNMA Certificates with adjustable                        1.610                     1.350
interest rates

FHLMC Multifamily Securities                                                                 1.650

FHLMC and FNMA Certificates with variable                                                    1.350
interest rates

GNMA Graduated Payment Securities                                                            1.500(5)(6)(7)

U.S. Government Obligations having a remaining                     1.060                     1.000
term to maturity of 90 days or less

U.S. Government Obligations having a remaining                     1.060                     1.060
term to maturity of more than 90 days but not
more than one year

U.S. Government Obligations having a remaining                     1.110                     1.200
term to maturity of more than one year but not
more than two years

U.S. Government Obligations having a remaining                     1.150                     1.200
term to maturity of more than two years but not
more than three years

U.S. Government Obligations having a remaining                     1.200                     1.200
term to maturity of more than three years but
not more than four years

U.S. Government Obligations having a remaining                     1.240                     1.200
term to maturity of more than four years but not
more than five years

U.S. Government Obligations having a remaining                     1.290                     1.250
term to maturity of more than five years but not
more than seven years

U.S. Government Obligations having a remaining                     1.340                     1.250
term to maturity of more than seven years but
not more than 10 years
</TABLE>

                                       17

<PAGE>

<TABLE>
<S>                                                            <C>                    <C>
U.S. Government Obligations having a remaining                 1.370                  1.300
term to maturity of more than 10 years but not
more than 15 years

U.S. Government Obligations having a remaining                 1.410                  1.380
term to maturity of more than 15 years but not
more than 20 years

U.S. Government Obligation having a remaining                  1.420                  1.380
term to maturity of more than 20 years but not
more than 30 years
</TABLE>

-------------
(1)      In the case of Moody's, the remaining term to maturity of Eligible
         Portfolio Property with a Moody's Discount Factor of 1.000 shall be
         measured from the last Valuation Date on which the AMPS Basic
         Maintenance Amount was met for the purpose of determining the number of
         shares of AMPS to be redeemed which would result in satisfaction of the
         AMPS to be redeemed which would result in satisfaction of the AMPS
         Basic Maintenance Amount as contemplated by paragraph 5(b) hereof.

(2)      Provided that in the case of S&P, the current outstanding issue size
         (as determined on each Quarterly Valuation Date) is equal to or greater
         than A$10,000,000.

(3)      Excluding securities of Hydro-Electricity Commission of Tasmania,
         Tasmanian Public Finance Corp. and Tasmanian Development Authority.

(4)      Securities of Hydro-Electricity Commission of Tasmania, Tasmanian
         Public Finance Corp. and Tasmanian Development Authority.

(5)      The Discount Factor determined therefor in writing by the Rating
         Agency.

(6)      Unless the Rating Agencies shall agree in writing, GNMA Graduated
         Payment Securities with a coupon rate lower than 5% shall not be
         included in Eligible Portfolio Property.

(7)      A Discount Factor of 1.50 applies in the case of GNMA Graduated Payment
         Securities as to which the Corporation notifies the Auction Agent that
         scheduled principal payments are being made to holders; in the case of
         GNMA Graduated Payment Securities as to which the Corporation notifies
         the Auction Agent that scheduled principal payments are not being made
         to holders, the Discount Factor shall be that which is determined in
         writing by the Rating Agencies.

                  The Board of Directors shall have the authority to adjust,
modify, alter or change from time to time the initial Discount Factor as set
forth above applied to determine the Discounted Value of any item of Eligible
Portfolio Property or may specify from time to time a Discount Factor for any
asset constituting Eligible Portfolio Property if each Rating Agency advises the
Corporation in writing that the change or specifications will not adversely
affect its then-current rating of the AMPs.

                  "Discounted Value," with respect to any asset held by the
Corporation, means the quotient of the Market Value of such asset divided by the
applicable Discount Factor; provided that in no event shall the Discounted Value
of any asset constituting Eligible Portfolio Property as of any date exceed the
unpaid principal balance or face amount of such asset as of that date; provided
further that the

                                       18

<PAGE>

Discounted Value of all Australian Securities and New Zealand securities shall
be further discounted by the Discount Factor applicable to, respectively,
Australian Currency and New Zealand currency.

                  "Dividend Coverage Amount," as of any date of determination,
means:

                  (a)    the aggregate of the product with respect to each
         series of AMPS of

                         (i)    the number of shares of AMPS of each series
         outstanding on such date multiplied by $100,000,

                         (ii)   the Applicable Rate in effect as of such date
         for each such series, and

                         (iii)  a fraction, the numerator of which is the
         number of days in the Dividend Period for each series ending on the
         next Dividend Payment Date (determined by including the first day
         thereof but excluding the last day thereof) and the denominator of
         which is 360;

                                      plus

                  (b)    dividends projected to accumulate from the last
dividend payment date with respect to each series of Preferred Stock, not
including the AMPS, until the next dividend payment date for such series;

                                      plus

                  (c)    dividends accumulated but unpaid for any prior dividend
periods with respect to any shares of Preferred Stock;

                                      less

                  (d)    the combined value of any Dividend Coverage Assets
irrevocable deposited by the Corporation for the payment of dividends on the
AMPS and other Preferred Stock, if any.

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

                  "Dividend Payment Date", with respect to each series of AMPS,
means each date of payment of dividends as provided in paragraph 3(b) below.

                  "Dividend Period" means the Initial Dividend Period and each
subsequent Period commencing on a Dividend Payment Date and ending on and
including the calendar day prior to the next Dividend Payment Date.

                  "Dollar" or "$" shall mean U.S. dollars. Amounts in Australian
or New Zealand dollars shall be converted to U.S. dollars at the rates reported
by Morgan Guaranty Trust Company for the date of determination or such other
source as shall have been approved in writing by the Rating Agencies.

                  "Eligible Portfolio Property" means Australian Bank Bills,
Australian Currency, Australian Exchangeable Eurobonds, Australian Government
Securities, Australian Semi-Government

                                       19

<PAGE>

Securities, Cash, U.S. Government Obligations, Repurchase Agreements, Short Term
Money Market Instruments, FNMA Certificates, FHLMC Certificates, FHLMC
Multifamily Securities GNMA Certificates, and GNMA Graduated Payment Securities
and, if the calculation is being made for S&P, Australian Eurobonds and
Australian Corporate Bonds; provided, (i) if the determination is being made by
Moody's, (x) that not more than 20% in the aggregate of the total Discounted
Value of Eligible Portfolio Property shall consist either of Australian
Government and/or Australian Semi-Government Securities with a current
outstanding issue size less than A$150,000,000 and (y) not more than 10% in the
aggregate of the total Discounted Value of Eligible Portfolio Property shall
consist of Australian Semi-Government Securities described under items 17, 18
and 19 of such definition or Australian Exchangeable Eurobonds described under
item 25 of such definition and (ii) if the determination is being made for S&P
that no Australian Government Securities or Australian Semi-Government
Securities contained in Eligible Portfolio Property shall have current
outstanding issue size less than A$10,000,000 (as determined on each Quarterly
Valuation Date); provided further that, if the determination is being made for
S&P, not more than 10% in the aggregate of the total Discounted Value of the
Eligible Portfolio Property shall consist of Australian Semi-Government
Securities issued by any single issuer (except that in the case of New South
Wales Treasury Corporation, such percentage shall be 25%) and that not more than
20% in the aggregate of the total Market Value of the Eligible Portfolio
Property shall consist of Australian Semi-Government Securities guaranteed by
any single state (except that in the case of each of Victoria and New South
Wales, such percentage shall be 25%). The Board of Directors shall have the
authority to specify from time to time other assets as Eligible Portfolio
Property if the Rating Agencies advise the Corporation in writing that the
specification will not adversely affect their respective then-current ratings of
the AMPS; it being understood that the components of Eligible Portfolio Property
may differ between S&P and Moody's.

                  "Failure to Cure" shall mean a failure by the Corporation to
maintain the AMPS Basic Maintenance Amount or 1940 Act AMPS Asset Coverage
Requirement, as the case may be, which failure is not cured by the relevant Cure
Date.

                  "FANMAC Certificates" are securities issued by a trustee
against housing loans made through the New South Wales Department of Housing and
consist of a series of closed trusts or pools. The mortgage manager is the First
Australian National Mortgage Acceptance Corporation Ltd. ("FANMAC"). FANMAC is
owned partially by the Government of the State of New South Wales with the
remainder owned by other institutions. The Government of the State of New South
Wales has provided the FANMAC Trust with an assurance as to availability of
funds to meet payments. The securities have been rated by Australian Ratings and
S&P. FANMAC securities are subject to a call provision under which borrowers
(mortgagors) can repay early and the investors in a particular pool can be
repaid on a pro rata basis.

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

                  "FHLMC Certificate" means a mortgage participation certificate
in physical or book-entry form, the timely payment of interest on the ultimate
collection of principal of which is guaranteed by FHLMC, and which evidences a
proportional undivided interest in, or participation interest in, specified
pools of fixed-, variable- or adjustable-rate, fully amortizing, level pay
mortgage loans with terms up to 30 years, secured by first liens on one- to
four-family residences.

                  "FHLMC Multifamily Security" means a "Plan B Multifamily
Security" in physical or book-entry form, the timely payment of interest on and
the ultimate collection of principal of which is guaranteed by FHLMC, and which
evidences a proportional undivided interest in, or participation interest in,
specified pools of fixed-rate, fully amortizing, level pay mortgage loans with
terms up to 30 years,

                                       20

<PAGE>

secured by first-priority mortgages on multifamily residences containing 5 or
more units and which are designed primarily for residential use, the inclusion
of which in the Eligible Portfolio Property will not, in and of itself, impair,
or cause the AMPS to fail to retain, the rating assigned to such AMPS by each of
the Rating Agencies, as evidenced by a letter to such effect from each of the
Rating Agencies.

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

                  "FNMA Certificate" means a mortgage pass-through certificate
in physical or book-entry form, the full and timely payment of principal of and
interest on which is guaranteed by FNMA, and which evidences a proportional
undivided interest in specified pools of fixed-, variable- or adjustable-rate,
fully amortizing, level pay mortgage loans with terms up to 30 years, secured by
first liens on one to four family residences.

                  "Forward Contract" means a contract, entered into following a
Failure to Cure, between the Corporation and a commercial bank or other
financial institution whose short-term debt is rated at least A-1+ by S&P or
whose long-term debt is rated at least AA by S&P (an "Eligible Bank"), which
provides that the Corporation will sell a specified amount of Australian
Currency to such Eligible Bank on a specified date for a specified amount of
U.S. dollars. The date of payment in U.S. dollars shall not be later than the
30/th/ day following the Valuation Date related to the Failure to Cure and the
amount of U.S. dollars shall be sufficient to redeem all shares of AMPS required
to be redeemed. On the Date of Original Issue and on each Quarterly Valuation
Date thereafter, the Corporation will confirm in writing to S&P that the
Corporation has a credit-line with an Eligible Bank (the "Credit Line Test").
The Credit Line Test shall be deemed to be satisfied on any date if the
Corporation has delivered such confirmation to S&P on the Date of Original Issue
or the most recent Quarterly Valuation Date, as the case may be. The Board of
Directors shall have the authority, to the extent permitted by Maryland law, to
adjust, modify, alter or change from time to tome the elements comprising the
Forward Contract from those set forth in these Articles Supplementary if S&P
advises the Corporation in writing that the change will not adversely affect its
then-current rating of the AMPS.

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

                  "GNMA Certificate" means a fully modified pass-through
certificate in physical or book-entry form, the full and timely payment of
principal of and interest on which is guaranteed by GNMA and which evidences a
proportional undivided interest in specified pools of fixed-, variable- or
adjustable-rate, fully amortizing, level pay mortgage loans with terms up to 30
years, secured by first liens on one to four family residences.

                  "GNMA Graduated Payment Security" means a fully modified
pass-through certificate in physical or book-entry form, the full and timely
payment of principal of and interest on which is guaranteed by GNMA, which
obligation is backed by the full faith and credit of the United States, and
which evidences a proportional undivided interest in specified pools of
graduated payment mortgage loans with terms up to 30 years, with Payments that
increase annually at a predetermined rate for up to the first five or ten years
of the mortgage loan and that are secured by first-priority mortgages on one- to
four unit residences; provided that such loans shall be past the graduated
payment period.

                  "GNMA Multifamily Security" means a fully modified certificate
in physical or book-entry form, the full and timely payment of principal of and
interest on which is guaranteed by GNMA, which obligation is backed by the full
faith and credit of the United States, and which evidences a

                                       21

<PAGE>

proportional undivided interest in specified pools of fixed rate mortgage, level
pay loans with terms up to 30 years secured by first-priority mortgages on
multifamily residences, the inclusion of which in the Eligible Portfolio
Property will not, in and of itself, impair or cause the AMPS to fail to retain
the rating assigned to such AMPS by each of the Rating Agencies as evidenced by
a letter to such effect from each of the Rating Agencies.

                  "Holder" means a Person in whose name one or more outstanding
shares of AMPS are registered on the Stock Books.

                  "Independent Accountants" means the Corporation's independent
accountants, which shall be a nationally recognized accounting firm.

                  "Industry Category" means, as to any Corporate Bond, any of
the industry categories set forth in the following table:

                  (1)  Aerospace and Defense: Major Contractor, Subsystems,
         Research, Aircraft Manufacturing, Arms, Ammunition;

                  (2)  Automobile: Automotive Equipment, Auto-Manufacturing,
         Auto Parts Manufacturing, Personal Use Trailers, Motor Homes, Dealers;

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

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

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

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

                  (7)  Containers, Packaging and Glass: Glass, Fiberglass,
         Containers made of: Glass, Metal, Paper, Plastic, Wood or Fiberglass;

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

                  (9)  Diversified/Conglomerate Manufacturing;

                  (10) Diversified/Conglomerate Service;

                  (11) Diversified Natural Resources, Precious Metals and
         Minerals: Fabricating, Distribution, Mining and Sales;

                  (12) Ecological: Pollution Control, Waste Removal, Waste
         Treatment, Waste Disposal;

                                       22

<PAGE>

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

                  (14) Finance: Investment Brokerage, Leasing, Syndicating,
         Securities;

                  (15) Farming and Agriculture: Livestock, Grains, Produce,
         Agricultural Chemicals, Agricultural Equipment, Fertilizers;

                  (16) Grocery: Grocery Stores, Convenience Food Stores;

                  (17) Healthcare, Education and Childcare: Ethical Drugs,
         Proprietary Drugs, Research, Health Care Center, Nursing Homes, HMOs,
         Hospitals, Hospital Supplies, Medical Equipment;

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

                  (19) Hotels, Motels, Inns and Gaming;

                  (20) Insurance: Life, Property and Casualty, Broker, Agent,
         Surety;

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

                  (22) Machinery (Non-Agriculture, Non-Construction,
         Non-Electronic): Industrial, Machine Tools, Steam Generators;

                  (23) Mining, Steel, Iron and Non-Precious Metals: Coal,
         Cooper, Land, Uranium, Zinc, Aluminum, Stainless Steel, Integrated
         Steel, One Production, Refractories, Steel Mill Machinery, Mini-Mills,
         Fabricating, Distribution and Sales;

                  (24) Oil and Gas: Crude Producer, Retailer, Well Supply,
         Service and Drilling;

                  (25) Personal, Food and Miscellaneous Services;

                  (26) Printing, Publishing and Broadcasting: Graphic Arts,
         Paper, Paper Products, Business Forms, Magazines, Books, Periodicals,
         Newspaper, Textbooks, Radio, TV, Cable, Broadcasting Equipment;

                  (27) Cargo Transport: Rail, Shipping, Railroads, Rail-Care
         Builders, Ship Builders, Containers, Container Builders, Parts,
         Overnight Mail, Trucking, Truck Manufacturing, Trailer Manufacturing,
         Air Cargo, Transport;

                  (28) Retail Stores: Apparel, Toy, Variety, Drugs, Department,
         Mail Order Catalog, Showroom;

                  (29) Telecommunications: Local, Long Distance, Independent,
         Telephone, Telegraph, Satellite, Equipment, Research, Cellular;

                                       23



<PAGE>

                  (30) Textiles and Leather: Producer, Synthetic Fiber, Apparel
         Manufacturer, Leather Shoes;

                  (31) Personal Transportation: Air, Bus, Rail, Car Rental;

                  (32) Utilities: Electric, Water, Hydro Power, Gas,
         Diversified.

                  The Board of Directors shall have the authority to change the
industry categories applicable with respect to the Corporation from those set
forth in these Articles Supplementary if the Rating Agencies advise the
Corporation in writing that the change will not adversely affect their
respective then-current ratings of the AMPS.

                  "Initial Dividend Payment Date" has the meaning set forth in
paragraph 3(b) below.

                  "Initial Dividend Period" has the meaning specified in
paragraph 3(b) below.

                  "Investment Company Act" means the Investment Company Act of
1940 (15 U.S. Code (S) 80 et seq.), as amended from time to time.

                  "Lien" has the meaning set forth in paragraph 3(d) (iv) below.

                  "Market Value" means the amount determined with respect to
specific assets of the Corporation in the manner set forth below, it being
understood that Market Value shall include any interest accrued thereon but, in
the case of Moody's, only if the next interest coupon on such asset is due and
payable within 47 days of the Reporting Date, and that a designated Pricing
Service may be used where indicated.

                  (a)  as to Australian Securities, the Administrator or the
Custodian shall value such securities at the last trade price quoted by a
designated Pricing Service if such trade price reflects a trade on, or within 1
local business day prior to, the Reporting Date. If no such trade price is
available, the Administrator or the Custodian shall value such securities, where
practicable, at the bid prices or the mean between the bid and asked price
quoted by a designated Pricing Service on the Reporting Date, or if such quotes
are not readily available, at fair value as determined by a designated Pricing
Service (or the Administrator or Custodian if the Rating Agencies so permit)
using methods which include: consideration of yields or prices of assets of
comparable quality, type of issue, coupon, maturity and rating; indications as
to value from dealers; and general market conditions. Either the Administrator
or the Custodian or a designated Pricing Service may employ electronic data
processing techniques and/or a matrix system to determine valuations. In the
event the Administrator or the Custodian or a designated Pricing Service is
unable to value a security, the security shall be valued at the lower of two
dealer bids (both of which shall be in writing or by telecopy, telex or other
electronic transcription, computer obtained quotation reduced to written form or
similar means) provided to the Corporation, by two recognized securities dealers
in Australia, with respect to Australian Securities, such securities dealers
making a market in the applicable securities.

                  (b)  as to GNMA Certificates, GNMA Graduated Payment
Securities, FNMA Certificates, FHLMC Certificates and FHLMC Multifamily
Securities, the Pricing Service (or the Administrator or the Custodian, if the
Rating Agencies so permit) shall value such securities as the product of (i) the
aggregate unpaid principal amount of the mortgage loans evidenced by each such
certificate or security, as the case may be, as of the close of business in New
York City on the last Business Day prior to such date of determination and (ii)
the lower of the bid prices for the same kind of certificate or, if not
available, some other security having, as nearly as practicable, comparable
interest

                                       24

<PAGE>

rates and maturities, as quoted to the Corporation by two nationally recognized
securities dealers, who are members of the National Association of Securities
Dealers selected by the Corporation and making a market therein, with at least
one such quotation in writing plus, (x) if the determination is being made for
Moody's accrued interest to the date of determination if the next interest
coupon on such security is due and payable within 46 days of such date of
determination and (y) if the determination is being made for S&P, accrued
interest;

                  (c) as to Australian Currency and as to Cash, demand deposits
(and in the case of S&P only, bankers' acceptances) included in Short Term Money
Market Instruments, the Administrator or the Custodian shall value such currency
or securities as the face value thereof;

                  (d) as to next Business Day repurchase agreements, the face
value thereof; and

                  (e) as to U.S. Government Obligations, the Administrator or
the Custodian shall value such securities at the bid prices quoted by a
designated Pricing Service or the mean between the bid and asked price quoted by
a designated Pricing Service on the Reporting Date, or if such quotes are not
readily available, at fair value as determined by a designated Pricing Service
(or the Administrator or the Custodian, if the Rating Agencies so permit) using
methods which include: consideration of yields or prices of assets of comparable
quality, type of issue, coupon, maturity and rating; indications as to value
from dealers; and general market conditions. Either the Administrator, the
Custodian or a designated Pricing Service may employ electronic data processing
techniques and/or a matrix system to determine valuations. In the event the
Administrator or the Custodian or a designated Pricing Service is unable to
value a security, the security shall be valued at the lower of two dealer bids
(at least one of which shall be in writing or by telecopy, telex or other
electronic transcription, computer obtained quotation reduced to written form or
similar means) provided for the Corporation by two nationally recognized
securities dealers, who are members of the National Association of Securities
Dealers selected by the Corporation and making a market therein.

                  Without amending the Articles of Incorporation, (i) the
calculation of the Market Value of an asset constituting Eligible Portfolio
Property may be changed to any method recognized by the Rating Agencies from
that set forth in these Articles Supplementary and (ii) a method recognized by
the Rating Agencies for calculating the Market Value of any asset identified as
Eligible Portfolio Property may be specified if the Rating Agencies advise the
Corporation in writing that the change or specification will not adversely
affect their respective then-current ratings of the AMPS.

                  "Maximum Applicable Rate" at any Auction will be the rate
obtained by multiplying the 30-day "AA" Composite Commercial Paper Rate on the
date of such Auction by the Applicable Percentage determined as set forth below
based on the lower of the credit rating or ratings assigned to the AMPS 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, the percentage will be based on such rating).

                                                               Applicable
                 Credit Rating                                 Percentage
                 --------------------------------------------------------

        S&P                          Moody's
        ---                          -------
    AA- or Above                  "aa3" or Above                  150%
    A- to A+                      "a3" to "al"                    160%

                                       25

<PAGE>

        BBB- to BBB+                 "baa3" to "baal"                   250%
        Below BBB-                   Below "baa3"                       275%

                  The Corporation shall take all reasonable action necessary to
enable S&P and Moody's to provide a rating for the 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated
or its respective affiliates and successors, after consultation with the
Corporation, shall select a nationally recognized securities rating agency or
two nationally recognized securities rating agencies to act as a Substitute
Rating Agency or Substitute Rating Agencies, as the case may be.

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

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

                  "MMSs" are mortgage-backed securities issued against mortgage
pools by MGICA Securities Ltd., a wholly-owned subsidiary of AMP Society Ltd.,
an Australian insurance company, and rated by Australian Ratings.

                  "MTCs" are securities issued against specific mortgages by a
trustee and are similar to "pass-through" certificates. MTCs are issued on a
continuous basis, insured by Australian insurance companies against both
mortgage default and an early call, and rated by Australian Ratings.

                  "New Zealand Securities" means those New Zealand government,
semi-government and other securities determined from time to time in writing by
the Rating Agencies.

                  "1940 Act AMPS Asset Coverage Ratio" means, as of the date of
determination, the ratio of the Fund's net assets to its senior securities
representing indebtedness plus the liquidation value of its Preferred Stock,
including the shares of AMPS.

                  "1940 Act AMPS Asset Coverage Requirement" means the
requirement that the Corporation maintain, with respect to shares of AMPS, as of
the last Friday of each month in which any shares of AMPS are outstanding, asset
coverage of at least 200% with respect to senior securities representing
indebtedness plus the liquidation value of its Preferred Stock, including the
shares of AMPS (or such other asset coverage as may in the future be specified
in or under the Investment Company Act as the minimum asset coverage for senior
securities which are stock of a closed-end investment company as a condition of
paying dividends on its common stock).

                  "1940 Act Cure Date," with respect to the failure by
Corporation to maintain the 1940 Act AMPS Asset Coverage Requirement (as
required by paragraph 7(a) hereof) as of the Valuation Date of each month, means
the last Valuation Date of the following month.

                  "NMMC Securities" National Mortgage Market Corporation Ltd.
("NMMC") has issued both AUSSIE MACs, which are medium term bearer securities,
and National Mortgage Market Bonds. NMMC is a private company which is owned
partially by the Government of the State of Victoria and partially by private
institutions. Both AUSSIE MACs and National Mortgage Bonds are rated by
Australian Ratings.

                  "Notice of Redemption" has the meaning specified in paragraph
5(f) below.

                                       26

<PAGE>

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Secretary, any Assistant Treasurer, any
Assistant Secretary or Assistant Controller of the Corporation.

                  "Officers' Certificate" means a certificate signed by an
Officer of the Corporation.

                  "Offshore Banking Units" means cash deposits denominated in
the currency of Australia deposited with an Australian branch of a foreign bank
authorized to operate as an offshore banking unit by the Government of
Australia's Australian Taxation Office which, in the case of Moody's is (i) a
branch carrying the same credit rating as the parent bank, (ii) is a deposit
rated at least P-5 under circumstances in which the rating of the deposit is
capped at the sovereign rating ceiling of the parent bank's home country, as
well as the bank deposit rating ceiling of Australia, or (iii) is a deposit held
by a branch whose parent bank is rated at least Aa3/P-1 under circumstances in
which the rating of the parent bank is capped at the sovereign rating ceiling of
the parent bank's home country, as well as the bank deposit rating ceiling of
Australia and which, to date, are limited to cash deposits with an overseas
banking unit of Banque Nationale de Paris.

                  "Other AMPS" means the auction market preferred stock or
remarketed preferred stock or similar adjustable rate preferred stock of the
Corporation other than the AMPS.

                  "Other Permitted Assets" means Australian Corporate Bonds,
Australian Eurobonds, Australian Exchangeable Eurobonds, Australian Short Term
Securities, New Zealand Securities, FANMAC Certificates, NMMC Securities, MTCs,
MMSs, ANNIE MAEs, GNMA Multifamily Securities and Corporate Bonds.

                  "Paying Agent" means Chemical Bank and its successors or any
other paying agent appointed by the Corporation to perform the functions
performed by the Paying Agent.

                  "Person" means an individual, a corporation, a company, a
voluntary association, a partnership, a trust, an unincorporated organization or
a government or any agency, instrumentality or political subdivision thereof.

                  "Preferred Stock" means the preferred stock of the Corporation
including the AMPS.

                  "Portfolio Calculation" shall have the meaning specified in
paragraph 7(b)(ii)

                  "Portfolio Valuation Report" means a report executed by the
Corporation with respect to the valuation (in U.S. dollars) of the Eligible
Portfolio Property, as described in paragraph 7 hereof; provided, that all or
any portion of any such report may be prepared by the custodian for the Eligible
Portfolio Property, EquitiLink Australia Limited, The Prudential Insurance
Company of America, Prudential Mutual Fund Management, Inc. and or EquitiLink
International Management Limited, provided further that such Portfolio Valuation
Report may be delivered to the Auction Agent and the Rating Agencies in summary
form, however, the Corporation shall retain a copy of the full Portfolio
Valuation Report in its files and make such report available to its Independent
Accountants and the Rating Agencies upon their request.

                  "Pricing Service" shall mean any of Reuters Information
Services, Inc., Telerate Systems, Inc., Bloomberg L.P. or any other 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.

                                       27

<PAGE>

                  "Projected Dividend Amount" for the AMPS and other Preferred
Stock, if any, shall mean, if the date of determination is a Valuation Date, the
amount of dividends, based on the number of shares of AMPS and other Preferred
Stock, if any, outstanding on such Valuation Date, projected to accumulate on
such shares from the next succeeding Dividend Payment Date or Dates until the
63/rd/ day after such Valuation Date, at the following dividend rates:

                  (a) if the Valuation Date is the Date of Original Issue or a
Dividend Payment Date, for the month beginning on (and including) the first
following Dividend Payment Dates and ending on (and including) the 63/rd/ day
following such Valuation Date, the product of 2.40 and (x) the Maximum
Application Rate on the Date of Original Issue (in the case of the Date of
Original Issue) or (y) the Maximum Application Rate as of the last occurring
Auction Date (in the case of any Dividend Payment Date); and

                  (b) if such Valuation Date is not the Date of Original Issue
or a Dividend Payment Date, (i) for the period beginning on (and including) the
first following Dividend Payment Dates and ending on (but not including) the
sooner of the second following Dividend Payment Date for such shares of the
64/th/ day following such Valuation Date the product of 2.40 and (x) the Maximum
Applicable Rate on the Date of Original Issue (in the case of a Valuation Date
occurring prior to the first Auction Date) or (y) the Maximum Applicable Rate on
the last occurring Auction Date (in the case of any other Valuation Date), (ii)
for the period, if any, beginning on (and including) the second following
Dividend Payment Date and ending on (but not including) the 64/th/ day following
such Valuation Date, the product of 2.40 and the rate specified in clause (x) or
(y) above and (iii) for the period, if any, beginning on (and including) the
third following Dividend Payment Date and ending on (but not including) the
64/th/ day following such Valuation Date the product of 2.94 and the rate
specified in clause (x) or (y) above.

                  If the date of determination is not a Valuation Date, then the
Projected Dividend Amount on such date of determination shall equal the
Projected Dividend Amount therefor on the immediately Preceding Valuation Date,
adjusted to reflect any decrease in the number of shares of AMPS outstanding.
The calculation of the Projected Dividend Amount may be made on bases other than
those set forth above if the Rating Agencies shall have advised the Corporation
in writing that the revised calculation of the Projected Dividend Amount would
not adversely affect their respective then-current ratings of the AMPS.

                  "Purchaser's Letter" shall mean a letter in which a
prospective purchaser agrees, among other things, that ownership of shares of
AMPS will be maintained in book entry form by the Securities Depository for such
prospective Purchaser's Agent Member, and which is required to be executed by
each Purchaser of shares of AMPS.

                  "Quarterly Valuation Date" means, so long as any shares of
AMPS are outstanding, the last Valuation Date of January, April, July and
October of each year.

                  "Rating" means a rating assigned by S&P or Moody's to a
particular security or to a particular issuer; provided, however, in the case of
S&P, a particular unrated security will be deemed to have received the rating
S&P has assigned to a rated debt security if S&P shall have received a letter
from the President, Vice President, or Treasurer of the Corporation certifying
that the unrated issue is identical to the rated issue in respect of (i) its
terms, (ii) its ranking, (iii) its issuer and (iv) guarantees and any other
support mechanisms provided by the issuer or any third party to enhance the
credit of the rated security; and

                  "Rating Agencies" means Moody's and S&P or their successors so
long as such rating agency is then rating the AMPS.

                                       28

<PAGE>

                  "Reporting Date," with respect to any price referred to in the
definition of the Market Value of an item of Eligible Portfolio Property, shall
mean the date as of which the Market Value of such item of Eligible Portfolio
Property is to be determined.

                  "Repurchase Agreements" means, repurchase obligations with
respect to a U.S. Government Obligation, FNMA Certificate, FHLMC Certificate or
GNMA Certificate under which the Fund buys such securities from counterparties
who agree to buy back such securities within one Business Day from the date such
repurchase obligations were entered into where the counterparty is either (i) a
depository institution the deposits of which (x) are insured by the Federal
Deposit Insurance Corporation, or the Federal Savings and Loan Insurance
Corporation, (y) the commercial paper or other unsecured short-term debt
obligations of which are rated Prime-1 by Moody's and A-1+ by S&P, and (z) the
long-term debt obligations of which are rated at least A-2 by Moody's; or (ii) a
broker-dealer registered as such with the Securities and Exchange Commission
under the Securities Act of 1934, as amended, (x) the commercial paper or other
unsecured short-term debt obligation of which are rated Prime-1 by Moody's and
A-1+ by S&P and (z) the long-term debt obligations of which are rated at least
A-2 by Moody's.

                  "Securities Depository" means The Depository Trust Company and
any successor thereto.

                  "Scheduled Payment Day" has the meaning specified in paragraph
3(b) below.

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

                  (a) demand deposits in, certificates of deposit of, and (in
the case of S&P only) bankers' acceptances issued by, any depository
institution, the deposits of which are insured by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation, provided
that, at the time of the Corporation's investment therein, the commercial paper
or other unsecured short-term debt obligations of such depository institution
are rated Prime-1 by Moody's and A-1+ by S&P and are issued by institutions
where long-term debt obligations are rated at least A-2 by Moody's;

                  (b) commercial paper rated at the time of the Corporation's
investment therein Prime-1 by Moody's and A-1+ by S&P and issued by institutions
whose long-term debt obligations are rated at least A-2 by Moody's; provided,
however, that in the case of Moody's such commercial paper must have a maturity
of 270 days or less.

                  "S&P" means Standard & Poor's Corporation or any successor
thereto.

                  "Stock Books" means the stock transfer books of the
Corporation maintained by the Paying Agent with respect to the shares of AMPS.

                  "Subsequent Dividend Period" has the meaning specified in
paragraph 3(b) below.

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

                  "Substitute Rating Agency" and "Substitute Rating Agencies"
mean a nationally recognized securities rating agency or two nationally
recognized securities rating agencies, respectively, selected by Merrill Lynch,
Pierce, Fenner & Smith Incorporated, or its affiliate or successor, in

                                       29

<PAGE>

consultation with the Corporation to act as the substitute rating agency or
substitute rating agencies, as the case may be, to determine the credit ratings
of the shares of AMPS.

                  "Type I Corporate Bonds" as of any date means Corporate Bonds
whose Moody's rating is Aaa and whose S&P rating is AAA as of such date.

                  "Type II Corporate Bonds" as of any date means Corporate Bonds
whose Moody's rating is at least Aa and whose S&P rating is at least AA+ to AA-
as of such date.

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

                  "Valuation Date" means each Friday or, if such day is not a
Business Day, the next preceding Business Day, provided, that the first
Valuation Date may occur on any other date established by the Corporation;
provided, further, that such date shall not be earlier than 4 Business Days
prior to, and not later than, the Date of Original Issue.

                  "Voting Period" has the meaning specified in paragraph 6(b)
below.

                  2.   Fractional Shares. No fractional shares of AMPS shall be
issued.

                  3.   Dividends.

                  (a)  Holders of shares of AMPS shall be entitled to receive,
when, as, and if declared by the Board of Directors out of funds legally
available therefor, cumulative cash dividends at the Applicable Rate per annum
(determined as set forth below) payable on the respective dates set forth

                  (b)  Dividends on the shares of AMPS shall accumulate from the
Date of Original Issue. Accumulated dividends shall be payable commencing on
January 5, 1993 (the 13/th/ day after the Date of Original Issue), with respect
to the Auction Market Preferred Stock, Series E (hereinafter, the "Initial
Dividend Payment Date"); and on each day thereafter which is the last day of
each succeeding 7 day period after such date. If any such last day (the
"Scheduled Payment Day") is not a Business Day or, unless the Securities
Depository shall make dividend payments in same-day funds, the day succeeding
the Scheduled Payment Day is not a Business Day, dividends payable on such
Scheduled Payment Date be paid on the first Business Day succeeding such
Scheduled Payment Day that is next succeeded by a day which is also a Business
Day; provided, however, that if the Securities Depository shall make dividend
payments with respect to the shares of AMPS in same-day funds, such next
succeeding day need not be a Business Day. Any date on which a dividend on the
AMPS is payable pursuant to this paragraph 3(b) is herein called a "Dividend
Payment Date". The period beginning on (and including) the Date of Original
Issue and ending on (but not including) the Initial Dividend Payment Date is
referred to herein as the "Initial Dividend Period". Each successive period
commencing on, and including, the Dividend Payment Date for the previous
Dividend Period and ending on and including the calendar day preceding the next
succeeding Dividend Payment Date is referred to herein as a "Subsequent Dividend
Period" and the Initial Dividend Period and each Subsequent Dividend Period
together are sometimes referred to herein as "Dividend Periods". The record date
for the payment of dividends on each series of AMPS will be the Auction Date
immediately preceding the Dividend Payment Date.

                  (c)  (i) The Applicable Rate for the Auction Market Preferred
Stock, Series E shall be 4.125% per annum for the Initial Dividend Period. For
the purpose of calculating the rate of

                                       30

<PAGE>

dividends per annum payable on shares of AMPS (the "Applicable Rate") for each
Subsequent Dividend Period (the Corporation shall enter into an agreement with
the Auction Agent (the "Auction Agent Agreement"). The Applicable Rate on the
shares of AMPS for each Subsequent Dividend Period shall be determined by the
Auction Agent in accordance with the Auction Agent Agreement, which shall
provide that the Auction Agent will follow the Auction Procedures described in
paragraph 8 hereof to determine the Applicable Rate. In the event there is no
Auction Agent on the Business Day prior to the first day of a Dividend Period,
the Applicable Rate for such Dividend Period shall be equal to the Maximum
Applicable Rate that could have resulted pursuant to the Auction Procedures, as
determined by the Corporation, on such Business Day. If no Auction is held on
any Auction Date for any other reason, the Applicable Rate for the Dividend
Period beginning on the Business Day following such Auction Date shall be equal
to the Maximum Applicable Rate that could have resulted pursuant to the Auction
Procedures, as determined by the Auction Agent (or, if there is no Auction
Agent, by the Corporation), on such Business Day. The Corporation shall exercise
its best efforts to maintain an Auction Agent pursuant to an agreement
containing terms no less favorable to the Corporation than the terms of the
Auction Agent Agreement.

                           (ii) The amount of dividends per share payable on
         shares of AMPS for each Dividend Period or part thereof shall be
         determined by the Corporation and shall be an amount equal to $100,000
         per share of AMPS multiplied by the product of (1 the Applicable Rate
         for such Dividend Period and (2) a fraction, the numerator of which
         shall be the actual number of days in such Dividend Period or part
         thereof and the denominator of which shall be 360. All dollar amounts
         used in or resulting from such calculations will be rounded to the
         nearest cent (with 0.5 cents begin rounded up).

                           (iii) If the Corporation fails to deposit, in
         same-day funds, with the Paying Agent by 12:00 noon, New York City
         time, (A) on any Dividend Payment Date for any series of AMPS an amount
         sufficient to pay the dividends (whether or not earned or declared)
         payable on such Dividend Payment Date for any series of AMPS or (B) on
         any redemption date for any series of AMPS an amount sufficient to
         redeem on such date fixed for redemption the shares of such series as
         to which notice of redemption has been given (including an amount equal
         to dividends thereon, whether or not earned or declared, accumulated
         but unpaid to such redemption date), then, in either case, beginning
         with the Dividend Payment Date or redemption date, as the case may be,
         on which such failure occurs and continuing until the Dividend Payment
         Date that is or immediately follows the date the Corporation remedies
         such failure as provided in the third sentence of this paragraph, the
         Applicable Rate for each Dividend period for the series to which such
         Dividend Payment Date or such redemption date relates shall be equal to
         275% of the "AA" Composite Commercial Paper Rate in effect on the
         second Business Day preceding the first day of such Dividend Period.
         Notwithstanding the foregoing, if the Corporation remedies such failure
         by depositing, in same-day funds, with the Paying Agent by 12:00 noon,
         New York City time, on the first, second or third Business Day
         following such Dividend Payment Date or date fixed for redemption, as
         the case may be, an amount equal to (x) the unpaid dividends or unpaid
         redemption payments plus (y) a late charge computed at an annual rate
         of 275% of the "AA" Composite Commercial Paper Rate in effect on the
         second Business Day preceding the date of such failure applied to the
         amount of such unpaid dividends or unpaid redemption payments based on
         the number of days elapsed from the applicable Dividend Payment Date or
         date fixed for redemption to the date on which funds for such dividends
         or redemption payments are deposited with the Paying Agent divided by
         360, then the Applicable Rate for the then-current Dividend Period will
         be that established on the immediately preceding Auction Date. If,
         subsequent to the three-Business Day grace period referred to in the
         preceding sentence, the Corporation remedies such failure to pay
         dividends or the redemption payments by depositing with the Paying
         Agent all amounts required by the first sentence of this paragraph plus
         all

                                       31

<PAGE>

         dividends(computed at the rate specified in the first sentence of this
         paragraph) accumulated (whether or not earned or declared) but unpaid
         to the Dividend Payment Date that is or immediately precedes the date
         of such remedy, then the Applicable Rate in respect of each Dividend
         Period commencing after such remedy will be determined in accordance
         with the Auction Procedures until such time as there is another failure
         to pay either dividends or the redemption payments with respect to
         shares of AMPS. In the event of any such remedy described in the
         preceding sentence, the Corporation will, not more than 30 nor less
         five Business Days prior to the next Auction Date, notify the Auction
         Agent, all Holders and the Securities Depository in writing of the date
         of the next Auction.

                  (d)  (i)    The Corporation will not issue any other series or
         class of stock which is senior to the AMPS. The Corporation will not
         issue any series or class of stock which is on a parity with the shares
         of AMPS unless it has been advised in writing by the Rating Agencies
         that such issuance will not adversely affect their respective
         then-current ratings of the AMPS. No Holders of shares of AMPS shall be
         entitled to any dividends, whether payable in cash, property or stock,
         in excess of full cumulative dividends, as provided in this paragraph
         3, on shares of AMPS. No interest, or sum of money in lieu of interest,
         shall be payable in respect of any dividend payments on any shares of
         AMPS that may be in arrears.

                       (ii)   For as long as shares of AMPS are outstanding,
         the Corporation shall not declare, pay or set apart for payment any
         dividend or other distribution in respect of the Common Stock or any
         other stock of the Corporation ranking junior to the shares of AMPS as
         to dividends or upon liquidation, or call for redemption, redeem,
         purchase or otherwise acquire for consideration any shares of Common
         Stock or any other stock of the Corporation ranking junior to the
         shares of AMPS as to dividends or upon liquidation), unless, in each
         case, immediately thereafter, (A) the AMPS Basic Maintenance Amount
         would be met, (B) the 1940 Act AMPS Assets Coverage Requirement would
         be met, (C) all mandatory redemptions of shares of Preferred Stock
         pursuant to paragraph 5(b) hereof have been completed, (D) the Minimum
         Liquidity Level would be met and (E) all accumulated and unpaid
         dividends for all past dividend periods for all Preferred Stock shall
         have been or are contemporaneously paid in full (or declared and
         sufficient Deposit Securities have been set apart for their payment).
         Prior to the payment of any such dividend or other distribution, the
         Corporation will provide the Auction Agent and the Rating Agencies with
         a Portfolio Valuation Report (which may be the regular weekly report)
         and a certificate demonstrating compliance with the foregoing
         conditions.

                       (iii)  Any dividend payment made on the shares of AMPS
         shall first be credited against the dividends accumulated with respect
         to the earliest Dividend Period for which dividends have not been paid.

                       (iv)   For so long as any shares of AMPS are outstanding,
         the Corporation shall not create, incur or suffer to exist, or agree to
         create, incur or suffer to exist, or consent to cause or permit in the
         future (upon the happening of a contingency or otherwise) the creation,
         incurrence or existence of any material lien, mortgage, pledge, charge,
         security interest, security agreement, conditional sale or trust
         receipt or other material encumbrance of any kind (collectively
         "Liens") upon any of its Eligible Portfolio Property, except for (A)
         Liens the validity of which are being contested in good faith by
         appropriate proceedings, (B) Liens for taxes that are not then due and
         payable or that can be paid thereafter without penalty, (C) Liens to
         secure payment for services rendered by the Auction Agent in connection
         with the AMPS and (D) Liens otherwise incurred in connection with
         borrowings made in the ordinary course of business in accordance with
         the Corporation's stated investment objective, policies and
         restrictions.

                                       32

<PAGE>

                  (e) Not later than 12:00 noon, New York City time, on the
Business Day next preceding such Dividend Payment Date, the Corporation shall
deposit with the Paying Agent Deposit Securities constituting immediately
available funds in an amount sufficient to pay the dividends that are payable on
such Dividend Payment Date. The Corporation may direct the Paying Agent with
respect to the investment of any such Deposit Securities, provided that the
proceeds of any such investment will be available at the opening of business on
such Dividend Payment Date in immediately available funds.

                  (f) Dividends in arrears for any past Dividend Period may be
declared and paid to the Holders at any time, without reference to any regular
Dividend Payment Date.

                  (g) For dividends paid in respect of any fiscal year of the
Corporation, any dividends declared on the AMPS shall be paid first from earned
surplus, to the extent thereof, and then from any other legally available
source, and any dividends declared on the Common Stock shall be paid from earned
surplus or other sources to the extent not distributed to the Existing Holders.
Further, for dividends paid in respect of any fiscal year of the Corporation,
any dividends declared on AMPS shall be paid from current and accumulated
earnings and profits (within the meaning of the Internal Revenue Code of 1986,
as amended (the "Code")) to the extent available, pro rata from investment
company taxable income (as that term is defined in section 852(b)(2) of the Code
and before taking into account the deduction for dividends paid) and from net
capital gain (as that term is defined in Code section 1222(11)). To the extent
current and accumulated earnings and profits remain after satisfying the
Existing Holders, dividends paid in respect of any fiscal year of the
Corporation declared on the Common Stock shall be paid from current and
accumulated earnings and profits, from investment company taxable income (before
the deduction for dividends paid) and from net capital gain, to the extent not
distributed to Existing Holders. Distributions of net capital gain of the
Corporation for a taxable year to Existing Holders and holders of Common Stock
shall be designated by the Corporation as capital gain dividends (under Code
section 852(b)(3)) in the same proportion as net capital gain of the Corporation
for the taxable year in respect of which the distribution is made is distributed
to such Existing Holders and holders of Common Stock. Designations of foreign
taxes deemed paid by stockholders (pursuant to Code section 853) shall be made
in the same proportion as income subject to such taxes is distributed to
stockholders for the taxable year in respect of which the distribution is made.
The Board of Directors or any duly authorized committee thereof may change the
allocation of income and/or designations described herein, if, in its sole
judgment, it deems it advisable to do so for the purpose of maintaining the
qualification of the Corporation as a regulated investment company for federal
income tax purposes and/or to avoid tax consequences which, in the sole judgment
of the Board of Directors, would be adverse to the Corporation or its
stockholders.

                  4.  Liquidation Rights

                  (a) In the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the Holders of shares of
AMPS shall be entitled to receive out of the assets of the Corporation available
for distribution to stockholders, but before any distribution or payment shall
be made in respect of the Common Stock or any other stock of the Corporation
ranking junior to the AMPS as to liquidation payments, a liquidation
distribution in the amount of $100,000 per share, plus an amount equal to all
unpaid dividends accumulated to and including the date fixed for such
distribution or payment (whether or not earned or declared by the Corporation,
but excluding interest thereon), but such Holders shall be entitled to no
further participation in any distribution or payment in connection with any such
liquidation, dissolution or winding up.

                  (b) If, upon any such liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the assets of the
Corporation available for distribution among the Holders of all outstanding
shares of AMPS shall be insufficient to permit the payment in full of such

                                       33

<PAGE>

Holders of the amounts to which they are entitled, then such available assets
shall be distributed among the Holders of shares of Preferred Stock, including
the AMPS, ratably in any such distribution of assets according to the respective
amounts which would be payable on all such shares if all amounts thereon were
paid in full.

                  (c) Neither the consolidation or merger of the Corporation
with or into any other corporation or corporations, nor the sale, lease or
exchange by the Corporation of all or substantially all of its property and
assets, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation for purposes of this paragraph 4.

                  5.  Redemption

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

                  (a) To the extent permitted under the Investment Company Act
and Maryland law, the Corporation at its option, upon filing with the
Commission, mailing and publishing a Notice of Redemption as described in
paragraph 5(f) hereof, may redeem shares of AMPS, in whole or in part, on the
next succeeding scheduled Dividend Payment Dates for those shares of AMPS called
for redemption, out of funds legally available therefor, at a redemption price
equal to $100,000 per share plus an amount equal to dividends thereon (whether
or not earned or declared) accumulated to but unpaid through the date fixed for
redemption. The Corporation may not give a Notice of Redemption relating to an
optional redemption as described in this paragraph 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 of
shares of AMPS by reason of the redemption of their shares on such redemption
date.

                  (b) The Corporation shall redeem, at a redemption price of
$100,000 per share plus accumulated but unpaid dividends through the date of
redemption, shares of AMPS to the extent permitted under the Investment Company
Act and Maryland law, on the date fixed by the Board of Directors applicable to
those shares of AMPS called for redemption, if the Corporation fails to maintain
the AMPS Basic Maintenance Amount or 1940 Act AMPS Asset Coverage Requirement,
as the case may be, and such failure is not cured on or before the Cure Date as
reflected in a Portfolio Valuation Report delivered to the Auction Agent and the
Rating Agencies and confirmed by the Corporation's Independent Accountants. The
number of shares 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 satisfaction of the AMPS Basic Maintenance Amount or the 1940 Act
AMPS Asset Coverage Requirement, as the case may be, on such Cure Date (provided
that, if there is no such minimum number of shares the redemption of which would
have such result, all shares of AMPS together with all shares of other Preferred
Stock subject to redemption or retirement 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 amount required to
achieve (x) the 1940 Act AMPS Asset Coverage Requirement, pro rata among the
AMPS and any other Preferred Stock and (y) the AMPS Basic Maintenance Amount,
pro rata, among the AMPS and any other AMPS. The Corporation shall effect such
redemption 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 the
required number of shares of AMPS which are subject to mandatory redemption, the
next Dividend Payment Date with respect to any share to be redeemed in more than
30 days after such Cure Date or the Corporation otherwise is unable to effect
such redemption on or prior to such 30/th/ day, the Corporation

                                       34

<PAGE>

shall redeem those shares of AMPS which it was unable to redeem on the earliest
practicable date on which it is able to effect such redemption.

                  (c) So long as the AMPS shall be rated by Moody's, the
Corporation shall, by the fifth Business Day after a Failure to Cure, be
required to hold an amount, composed of Cash or any other asset constituting
Eligible Portfolio Property which has a Moody's Discount Package as of such
fifth Business Day of 1.000 and which matures prior to the date set for
redemption which has an aggregate Discounted Value at least equal to the
redemption payment for the shares of AMPS to be redeemed; provided, however,
that this obligation may be satisfied by depositing Cash in trust as
contemplated by paragraph 5(h) below; and provided further that the Corporation
shall sell assets prior to such fifth Business Day if necessary to meet the
requirements of this paragraph (c), it being understood that in no event shall
it sell any asset prior to maturity which had a Moody's Discount Factor of 1.000
measured as of the last Valuation Date on which the AMPS Basic Maintenance
Amount was met if it would be necessary to utilize such asset in order to make
any redemption payment contemplated by this paragraph 5.

                  (d) Notwithstanding the other provisions of this paragraph 5,
no shares of AMPS may be redeemed other than as specified below, unless all
accumulated and unpaid dividends on all outstanding shares AMPS and other
Preferred Stock for all past dividend periods shall have been or are
contemporaneously paid or declared and Deposit Securities maturing on or prior
to the date fixed for redemption are set apart for the payment of such
dividends; provided, however, that the Corporation without regard to such
limitations, (x) may redeem, purchase or otherwise acquire shares of AMPS (A)
with other Preferred Stock as a whole, pursuant to an optional redemption or (B)
pursuant to a purchase or exchange offer made for all of the outstanding shares
of AMPS and other Preferred Stock, and (y) shall redeem, purchase or otherwise
acquire shares of AMPS with other Preferred Stock as a whole if required
pursuant to a mandatory redemption, to the extent permitted under the Investment
Company Act, Maryland law and the Articles of Incorporation.

                  (e) If fewer than all the outstanding shares of AMPS are to be
redeemed, the shares to be redeemed shall be identified by the Board of
Directors by lot, on a pro rata basis, or in such other manner as will not
discriminate unfairly against any record holder of shares of such AMPS.

                  (f) Whenever shares of AMPS are to be redeemed, the
Corporation shall, not fewer that 30 days prior to the applicable redemption
date, file with the Commission as required under the Investment Company Act, a
written notice of redemption (a "Notice of Redemption"). The Notice of
Redemptions shall be (i) mailed by first-class mail, postage prepaid to each
holder of shares of AMPS to be redeemed, and (ii) published by the Corporation
in an Authorized Newspaper, not fewer than 15 nor more than 20 days prior to
such redemption date. Not fewer than five nor more than 10 days before such
mailing date, the Corporation shall mail the Notice of Redemption to the Paying
Agent. Each Notice of Redemption shall state (A) the series of AMPS or Other
AMPS to be redeemed, (B) the redemption date, (C) the redemption price, (D) the
place or places where such AMPS are to be redeemed, (E) that dividends on the
shares to be redeemed will cease to accumulate on such redemption date, (F) the
provisions of these Articles Supplementary under which the redemption is being
made, (G) if less than all the outstanding shares of AMPS are to be redeemed,
the number of shares to be redeemed and the basis upon which the shares to be
redeemed are to be selected and (H) the CUSIP number or numbers of the shares to
be 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.

                  (g) On each redemption date, the Securities Depository shall
surrender the certificates evidencing the shares of AMPS. Each Holder of shares
of AMPS that were called for redemption shall then be entitled to receive
payment of the redemption price for each share. If fewer than

                                       35

<PAGE>

all of the shares represented by such certificate are to be redeemed, the
Corporation shall issue a new certificate for the shares not redeemed.

                  (h) If the Corporation shall give a Notice of Redemption, then
by 12:00 noon, New York City time, on the Business Day next proceeding the date
fixed for redemption the Corporation shall deposit with the Paying Agent Deposit
Securities constituting immediately available funds in an amount sufficient to
redeem the shares of AMPS to be redeemed. In such event the Corporation shall
give the Paying Agent irrevocable instructions and authority to pay the
redemption price to the holders of the shares of AMPS called for redemption upon
the redemption date. The Corporation may direct the Paying Agent with respect to
the investment of any Deposit Securities so deposited provided that the proceeds
of any such investment will be available at the opening of business on such
redemption date. The Deposit Securities deposited with the Paying Agent pursuant
to the immediately preceding sentence and the shares of AMPS to be redeemed and
funds deposited with a paying agent with irrevocable instructions to pay the
redemption price with respect to any other shares of Preferred Stock for which a
notice of redemption has been duly given shall be excluded from the calculation
of the AMPS Basic Maintenance Amount, the 1940 Act AMPS Asset Coverage Ratio,
and the 1940 Act AMPS Asset Coverage Requirement. 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 payment of the redemption price), all
rights of the Holders of the shares of AMPs so called for redemption shall cease
and terminate except the right of the Holders thereof to receive the redemption
price thereof inclusive of accumulated but unpaid dividends, but without any
interest, and such shares shall no longer be deemed outstanding for any purpose.
The Corporation shall be entitled to receive, promptly after the date fixed for
redemption, any cash in excess of the aggregate redemption price of the shares
of AMPS called for redemption on such date and any remaining Deposit Securities.
Any assets so deposited which are unclaimed at the end of one year from such
redemption date shall, to the extent permitted by law, be repaid to the
Corporation, after which the Holders of the shares of AMPS so called for
redemption shall look only to the Corporation for payment thereof. The
Corporation shall be entitled to receive, from time to time after the date fixed
for redemption, any interest on the Deposit Securities so deposited.

                  (i) Shares of AMPS that have been redeemed, purchased or
otherwise acquired by the Corporation may not be reissued, shall not be deemed
outstanding, and shall be retired and cancelled. Shares with respect to which a
Notice of Redemption has been given as provided in paragraph 5 (a) above shall
not be deemed outstanding for purposes of the Auction Procedures set forth in
paragraph 8 hereof.

                  (j) In addition to redemption rights expressly established
under these Articles Supplementary, the Corporation may repurchase shares of
AMPS to the extent now or hereafter permitted by the laws of the State of
Maryland and by the Investment Company Act.

                  (k) If the Corporation shall not have funds legally available
for the redemption of all the shares of the AMPS to be redeemed on any
redemption date (or is otherwise legally unable to effect such redemption), the
Corporation shall redeem on such redemption date the number of shares of AMPS as
it shall be legally able to redeem, ratably from such Existing Holder whose
shares are to be redeemed and the remainder of the shares of the AMPS required
to be redeemed shall be redeemed, as provided in paragraph 5(b) above.

                  6.  Voting Rights

                  (a) General. Each holder of AMPS shall be entitled to one vote
for each share held on each matter on which the holders of the AMPS are entitled
to vote and, except as otherwise provided in the Articles of Incorporation,
these Articles Supplementary or by law, the holders of the AMPS and the Common
Stock shall vote together as one class on all matters submitted to the

                                       36

<PAGE>

stockholders; provided, however, that at any meeting of stockholders of the
Corporation at which directors are to be elected, the holders of Preferred Stock
of all series, voting separately as a single class, shall be entitled to elect
two members of the Board of Directors, and the holders of Common Stock, voting
separately as a single class, shall be entitled to elect the balance of the
members of the Board of Directors; provided, further, however, that the identity
of the two directors representing the holders of outstanding shares of Preferred
Stock may be designated by the Board of Directors until the first meeting of the
Corporation's stockholders at which holders of shares of Preferred stock shall
be entitled to vote for the election of directors.

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

                        (i)   During any period in which (A) dividends on any
         outstanding Preferred Stock of any series shall be due and unpaid in an
         amount equal to two full years' dividends; or (B) the Corporation fails
         to redeem any shares of Preferred Stock that are required to be
         redeemed pursuant to paragraph 5(b) above or that would have been so
         redeemed but for the requirement that redemption be made out of legally
         available funds, or (C) holders of any other shares of Preferred Stock
         are entitled to elect a majority of the directors of the Corporation
         (the "Voting Period"), the number of directors constituting the Board
         of Directors shall automatically be increased by the smallest number
         than, when added to the two directors elected by the holders of
         Preferred Stock pursuant to paragraph 6(a) above, will constitute a
         majority of the total number of directors so increased; and at a
         special meeting of stockholders, which shall be called and held as soon
         as practicable, and at all subsequent meetings at which directors are
         to be elected, the holders of Preferred Stock of all series voting
         separately as a single class shall be entitled to elect the smallest
         number of additional directors of the Corporation who, together with
         the two directors elected by the holders of Preferred Stock pursuant to
         paragraph 6(a) above, will constitute a majority of the total number of
         directors of the Corporation so increased. The terms of office of the
         persons who are directors at the time of that election shall continue.

                        (ii)  If the corporation thereafter shall pay, or
declare and set apart for payment, in full all dividends payable on all
outstanding shares of Preferred Stock of all series for all past dividend
periods and if the Corporation has remedied any failure to redeem shares of
Preferred Stock that are required to be redeemed pursuant to paragraph 5(b)
above, and holders of no other series of Preferred Stock are entitled to elect a
majority of the directors of the Corporation the Voting Period and the voting
rights stated in this paragraph 6(b) shall cease, and the terms of office of all
additional directors elected by the holders of Preferred Stock (but not of the
directors elected by the holders of Common Stock or the two directors regularly
elected by the holders of Preferred Stock as provided in paragraph 6(a) shall
terminate automatically, subject always, however, to the revesting of such
voting rights in the holders of shares of Preferred Stock upon the further
occurrence of any of the events described in clauses (A), (B) or (C) of
paragraph 6(b) (i).

                  (C)   Voting Procedures.

                        (i)   As soon as practicable after the accrual of any
         right of the holders of shares of Preferred Stock to elect directors
         pursuant to paragraph 6(b), the Corporation shall call a special
         meeting of, and mail a notice to, such holders of shares of Preferred
         Stock. Such special meeting shall be held not less than 10 nor more
         than 80 days after the date of mailing of such notice. If the
         Corporation fails to send such notice, the meeting may be called by any
         holder of shares of Preferred Stock on like notice. The record date for
         determining the holders of shares of Preferred Stock entitled the
         notice of and to vote at such special meeting shall be the close of
         business on the fifth Business Day preceding the day in which such
         notice is given. At any such special meeting and at each meeting at
         which directors are elected held during a Voting Period,

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<PAGE>

         the holders of shares of Preferred Stock, voting together as a class
         (to the exclusion of the holders of shares of Common Stock), shall be
         entitled to elect the number of directors prescribed in paragraph 6(b)
         above on a one-vote-per-share basis. At any such meeting or adjournment
         thereof in the absence of a quorum, a majority of the holders of shares
         of Preferred Stock, present in person or by proxy or any officer of the
         Corporation present entitled to preside or act as Secretary of such
         meeting shall have the power to adjourn the meeting without further
         notice to a date not more than 120 days after the original record date
         for such meeting.

                        (ii) For purposes of determining any rights of the
         holders of shares of Preferred Stock to vote on any matter, whether
         such right is created by the Articles of Incorporation, these Articles
         Supplementary, by statute or otherwise, no holder of shares of
         Preferred Stock shall be entitled to vote and no share of Preferred
         Stock shall be deemed to be "outstanding" for the purpose of voting or
         determining the number of shares required to constitute a quorum, if
         prior to or concurrently with the time of determination of shares
         entitled to vote or shares deemed outstanding for quorum purposes, as
         the case may be, such share shall have been redeemed or called for
         redemption as provided in paragraph 5(e) and sufficient Deposit
         Securities with maturities on or prior to the redemption date shall
         have been deposited in trust with the Paying Agent to effect such
         redemption.

                        (iii) The directors elected by the holders of shares of
         Preferred Stock, pursuant to paragraph 6(b) shall (subject to the
         provisions of any applicable law) be subject to removal only by the
         vote of the holders of a majority of shares of Preferred Stock
         outstanding. Any vacancy on the Board of Directors occurring by reason
         of such removal or otherwise (in the case of directors subject to
         election by the holders of shares of Preferred Stock) may be filled
         only by vote of the holders of at least a majority of shares of
         Preferred Stock outstanding, and if not so filled such vacancy shall
         (subject to the provisions of any applicable law) be filled by a
         majority of the remaining directors (or the remaining director) who
         were elected by the holders of shares of Preferred Stock. Any other
         vacancy on the Board of Directors during a Voting Period shall be
         filled as provided in the Corporation's By-Laws.

                        (iv)  At any time when the holders of shares of
         Preferred Stock become entitled to elect additional directors pursuant
         to paragraph 6(b), the maximum number of directors fixed by the By-Laws
         of the Corporation or otherwise shall automatically be increased by the
         number of such additional directors if required; and at such time as
         the holders of shares of Preferred Stock shall no longer be entitled to
         elect directors pursuant to paragraph 6(b), such exact number shall
         automatically be decreased by the number by which they were increased
         by reason of this provision.

                  (d)   Corporate Acts. So long as any shares of AMPS are
outstanding, the Corporation shall not, subject to the requirements of the
Investment Company Act and Maryland law, without the affirmative vote or consent
of the holders of at least two-thirds of the votes of the shares of AMPS
outstanding at the time, either in person or by proxy, either in writing or at a
meeting (voting separately as one class) in addition to any vote required by
Article Fifth of the Articles of Incorporation: (x) amend, alter or repeal the
provisions of the Articles of Incorporation including these Articles
Supplementary, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of such shares of AMPS or the Holders thereof, or (y) create, authorize, issue,
incur or suffer to exist any indebtedness for borrowed money or any direct or
indirect guarantee of any such indebtedness, provided, however, that the
Corporation may authorize the issuance of indebtedness for borrowed money, for
temporary or emergency purposes or for the clearance of transactions, in an
aggregate amount not to exceed the lesser of $10,000,000 or 10% of the aggregate
liquidation preference of the shares of AMPS outstanding at any one time without
any such consent or

                                       38

<PAGE>

approval, provided that, with or without the consent or approval of the holders,
such action would not result in the lowering of the then-current rating of the
shares of AMPS by the Rating Agencies (as evidenced in writing by the Rating
Agencies); provided that any increase in the amount of the authorized AMPS or
the creation and issuance of other series of Preferred Stock, or any increase in
the amount of authorized shares of such series or of any other series of
Preferred Stock, in each case ranking on a parity with or junior to the AMPS
will not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers unless such issuance would cause the Corporation not
to satisfy the 1940 Act AMPS Asset Coverage Requirement or the AMPS Basic
Maintenance Amount.

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

                  (e) Exclusive Remedy.Unless otherwise required by law, the
Holders shall not have any relative rights or preferences or other special
rights other than those specifically set forth herein. In the event that the
Corporation fails to pay any dividends on the shares of AMPS or the Corporation
fails to redeem any shares of AMPS which it is required to redeem, or any other
event occurs which requires the mandatory redemption of AMPS and the required
Notice of Redemption has not been given, the exclusive remedy of the Holders
shall be the right to vote for directors pursuant to the provisions of this
paragraph 6. In no event shall the Holders have any right to sue for, or bring a
proceeding with respect to, such dividends or redemption or damages for the
failure to receive the same.

                  (f) Notification to Rating Agencies. In the event a vote of
holders of AMPS is required pursuant to the provisions of Section 13(a) of the
Investment Company Act, the Corporation shall, not later than ten Business Days
prior to the date on which such vote is to be taken, notify the Rating Agencies
that such vote is to be taken and the nature of the action with respect to which
such vote is to be taken.

                  7.  Asset and Liquidity Coverage.

                  (a) 1940 Act AMPS Asset Coverage Requirement.

                  The Corporation shall maintain, as of the last Valuation Date
of each month in which any share of AMPS is outstanding, the 1940 Act AMPS Asset
Coverage Requirement. The calculation of the 1940 Act AMPS Asset Coverage Ratio
shall be included in each Portfolio Valuation Report.

                  (b) AMPS Basic Maintenance Amount

                                    (i)  For so long as any shares of AMPS are
         outstanding, the Corporation will maintain, on each Valuation Date, as
         evidenced by the completion of a Portfolio Valuation Report, Eligible
         Portfolio Property having an aggregate Discounted Value at least equal
         to the AMPS Basic Maintenance Amount, each as of such Valuation Date.

                                    (ii) On or before 10:00 a.m. New York City
         time on the fourth Business Day after (A) the Date of Original
         Issuance, (B) each Quarterly Valuation Date thereafter, (C) any
         Valuation Date on which the Corporation shall fail to react the AMPS
         Basic Maintenance Amount, (D) any Valuation Date on which it cures its
         failure to satisfy the AMPS Basic Maintenance Amount, (E) any Valuation
         Date on which it fails to meet AMPS Basic

                                       39

<PAGE>

         Maintenance Amount by 25% or more, or (F) any Valuation Date as may be
         specified by S&P, the Corporation shall complete and deliver to Moody's
         and S&P and the Auction Agent, in the case of clauses (A) and (B) and
         to the relevant Rating Agency, in the case of clauses (C) - (F), a
         Portfolio Valuation Report as of the relevant Valuation Date. In
         addition, on or before 5:00 p.m., New York City time, on the first
         business Day after a date on which shares of Common Stock are
         repurchased by the Corporation, the Corporation will also complete and
         deliver to the Auction Agent, S&P and Moody's a Portfolio Valuation
         Report as of the close of business on the date the Common Stock was
         repurchased. All such Portfolio Valuation Reports shall be deemed to
         have been delivered to Moody's, S&P or the Auction Agent upon receipt
         of a copy or telecopy, telex or other electronic transcription thereof
         if on the same day the Corporation mails the Portfolio Valuation Report
         for delivery on the next possible Business Day. A failure by the
         Corporation to deliver a Portfolio Valuation Maintenance Report as
         contemplated by this paragraph 7(b)(ii) shall be deemed to be delivery
         of a Portfolio Valuation Maintenance Report indicating a failure to
         satisfy the Portfolio Valuation Amount.

                  (iii) Within seven Business Days after the required date of
delivery of the initial Portfolio Valuation Report or any Portfolio Valuation
Report delivered with respect to a Quarterly Valuation Date in accordance with
paragraph 7(b)(ii) above, the Corporation shall deliver to the Auction Agent and
the Rating Agencies a report or reports (the "Accountant's Confirmation")
reviewing the portfolio calculations, prepared by the Corporation's Independent
Accountants, relating to such Portfolio Valuation Report (as well as to any
other Portfolio Valuation Report randomly selected by the Independent
Accountants that was prepared during the quarter ending on such Quarterly
Valuation Date) substantially to the effect that (A) the Independent Accountants
have read such Portfolio Valuation Report (each a "Report"); (B) with respect to
the 1940 Act AMPS Asset Coverage Ratio, AMPS Basic Maintenance Amount and
Minimum Liquidity Level, the result of the calculations set forth in each Report
have been recalculated and are numerically correct; (C) with respect to the
excess or deficiency of the aggregate Discounted Value of the Eligible Portfolio
Property amount when compared to the AMPS Basic Maintenance Amount, the results
of the calculation set forth in each Report have been recalculated and are
numerically correct; (D) with respect to the excess or deficiency of the
Dividend Coverage Assets amount when compared to the Minimum Liquidity Level,
the result of the calculations set forth in each Report have been recalculated
and are numerically correct; (E) with respect to (x) any trade price, bid or
mean price (or such alternative permissible factor used in calculating the
Market Value) provided to the Corporation for purposes of valuing securities in
the Corporation's portfolio, the Independent Accountant has compared the price
used in such Report to the trade price, the bid or mean price listed in such
Report as provided to the Corporation and verified that such information agrees;
(y) with respect to the lower of two bid prices provided to the Corporation for
purposes of valuing securities in the portfolio, the Independent Accountants
have compared the price used in each Report with the lower of the two bid prices
listed in the Report and verified that such information agrees (in the event
such information does not agree, the Independent Accountants will provide a
listing in their report of such differences); and (F) that the assets listed in
each Report conform with the definition of Eligible Portfolio Property. If any
letter reviewing the portfolio calculations delivered pursuant to this paragraph
shows that an error was made in an Portfolio Valuation Report for a particular
Valuation Date for which such Accountant's Confirmation was required to be
delivered or shows that a lower aggregate Discounted Value for the aggregate of
all Eligible Portfolio Property was determined by the Independent Accountants,
the calculation or determination made by such Independent Accountants shall be
final and conclusive and shall be binding on the Corporation, and the
Corporation shall promptly amend the Portfolio Valuation Report and deliver the
amended Portfolio Valuation Report to the Auction Agent, S&P and Moody's.

                  (iv)  For so long as share of AMPS are rated by Moody's, in
managing the Corporation's portfolio, the Investment Manager will not alter the
composition of the Corporation's portfolio if, in the reasonable belief of the
Investment Manager, the effect of any such alteration would be

                                       40

<PAGE>

to cause the Corporation to have Eligible Portfolio Property 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 Eligible Portfolio Property exceeded the AMPS Basic
Maintenance Amount by 25% or less, the Investment Manager will not alter the
composition of the Corporation's portfolio in a manner reasonably expected to
reduce the aggregate Discounted Value of Eligible Portfolio Property unless the
Corporation shall have confirmed that, after giving effect to such alteration,
the aggregate Discounted Value of Eligible Portfolio Property would exceed the
AMPS Basic Maintenance Amount.

                  (c)      Liquidity Coverage.

                           (i)   As of each Valuation Date as long as any shares
         of AMPS are outstanding, the Corporation shall determine (A) the Market
         Value of the Dividend Coverage Assets owned by the Corporation as of
         that Valuation Date, (B) the Dividend Coverage Amount on that Valuation
         Date, and (C) whether the Minimum Liquidity Level is met as of the
         Valuation Date. The calculations of the Dividend Coverage Assets, the
         Dividend Coverage Amount and whether the minimum Liquidity Level is met
         shall be set forth in a certificate (a "Certificate of Minimum
         Liquidity") dated as of the Valuation Date. The Portfolio Valuation
         Report and the Certificate of Minimum Liquidity may be combined in one
         certificate. The Corporation shall cause the Certificate of Minimum
         Liquidity to be delivered to the Auction Agent not later than the close
         of business on the third Business Day after the Valuation Date. The
         Minimum Liquidity Level shall be deemed to be met as of any date of
         determination if the Corporation has timely delivered a Certificate of
         Minimum Liquidity relating to such date, which states that the same has
         been met and which is not manifestly inaccurate. In the event that a
         Certificate of Minimum Liquidity is not delivered to the Auction Agent
         when required, the Minimum Liquidity Level shall be deemed not to have
         been met as of the applicable date.

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

                  (d)      Calculation of AMPS Basic Maintenance Amount;
                           Accounting Treatment:

                           (i)   Eligible Portfolio Property of the Corporation
         shall be determined on an accrual basis in accordance with customary
         practice under which Eligible Portfolio Property purchased and not yet
         received are so reflected as Eligible Portfolio Property.

                           (ii)  Dividends on the Common Stock which are payable
         in Common Stock shall, after the effective date of any election by a
         holder of Common Stock to receive such dividend, be excluded from
         current liabilities.

                                       41

<PAGE>

                           (iii) Withholding taxes with respect to interest
         earned on any asset of the Corporation if such interest is not included
         in Eligible Portfolio Property, shall be excluded from current
         liabilities.

                           (iv)  With respect to Eligible Portfolio Property
         sold by the Corporation as of or prior to the Valuation Date, (x) if
         the determination is being made for Moody's the sales price of such
         property will be reflected as Cash or Australian Currency, as
         appropriate, in Eligible Portfolio Property, to the extent that such
         receivable is due and payable within 5 Business Days (determined as for
         a Valuation Date) and is not subject to any dispute and (y) if the
         determination is being made for S&P, the Market Value of such Property
         will be reflected in Eligible Portfolio Property and will be discounted
         at the appropriate Discount Factor.

                  (e)      Other Permitted Assets. In addition to Eligible
Portfolio Property, the Corporation may own other Permitted Assets and may also
own other securities, if the inclusion of any such type of other securities is
deemed by the Board of Directors to be in the best interest of the Corporation.
Other Permitted Assets and such other securities may be included in Eligible
Portfolio Property if the Rating Agencies have advised the Corporation in
writing that the inclusion of such Other Permitted Assets or other securities in
Eligible Portfolio Property would not adversely affect their respective
then-current ratings of the shares of AMPS.

                  8.       Auction Procedures.

                  (a)      Certain Definitions.

                  Capitalized terms not defined in this paragraph 8(a) shall
have the respective meaning specified in paragraph 1. As used in this paragraph
8, the following terms shall have the following meanings, unless the context
otherwise requires:

                           (i)   "Affiliate" shall mean any Person known to the
         Auction Agent to be controlled by, in control of, or under common
         control with, the Corporation.

                           (ii)  "Agent Member" shall mean the member of the
         Securities Depository that will act on behalf of an Existing Holder or
         a Potential Holder and is identified as such in such holder's
         Purchaser's Letter.

                           (iii) "AMPS" shall mean the shares of AMPS being
         auctioned pursuant to this paragraph 8.

                           (iv)  "Auction" shall mean the periodic operation of
         the procedures set forth in this paragraph 8.

                           (v)   "Auction Date" shall mean the first Business
         Day next preceding the first day of a Dividend Period.

                           (vi)  "Available AMPS" shall have the respective
         meanings specified in specified in paragraph 8(d)(i) below.

                           (vii) "Bid" and "Bids" shall have the respective
         meanings specified in paragraph 8(b)(i) below.

                                       42

<PAGE>

                           (viii)  "Bidder" and "Bidders" shall have the
         respective meanings specified in paragraph 8(b)(i) below.

                           (ix)    "Broker-Dealer" shall mean any broker-dealer,
         or other entity permitted by law to perform the functions required of a
         Broker-Dealer in this paragraph 8, that has been selected by the
         Corporation and has entered into a Broker-Dealer Agreement with the
         Auction Agent that remains effective.

                           (x)     "Broker-Dealer Agreement" shall mean an
         agreement between the Auction Agent and a Broker-Dealer pursuant to
         which such Broker-Dealer agrees to follow the procedures specified in
         this paragraph 8.

                           (xi)    "Existing Holder", when used with respect to
         shares of AMPS, shall mean a Person who has signed a Purchaser's Letter
         and is listed as the beneficial owner of such shares of AMPS in the
         records of the Auction Agent.

                           (xii)   "Hold Order" and "Hold Orders" shall have the
         respective meaning specified in paragraph 8(b)(i) below.

                           (xiii)  "Order" shall have the meaning specified in
         paragraph 8(b)(i) below.

                           (xiv)   "Outstanding" shall mean, as of any date,
         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 moneys
         shall have been deposited in trust by the Corporation pursuant to
         paragraph 5(g) and (B) any shares of AMPS as to which the Corporation
         or any Affiliate thereof shall be an Existing Holder.

                           (xv)    "Person" shall mean and include an
         individual, partnership, a corporation, a trust, an unincorporated
         association, a joint venture or other entity or a government or any
         agency or political subdivision thereof.

                           (xvi)   "Potential Holder" shall mean any Person,
         including any Existing Holder, (A) who shall have executed a
         Purchaser's Letter and (B) who may be interested in acquiring shares of
         AMPS (or, in the case of an Existing Holder, additional shares of
         AMPS).

                           (xvii)  "Securities Depository" shall mean The
         Depositor Trust Company and its successors and assigns or any other
         securities depository selected by the Corporation which agrees to
         follow the procedures required to be followed by such securities
         depository in connection with shares of AMP.

                           (xviii) "Sell Order" and "Sell Orders" shall have the
         respective meanings specified in paragraph 8(b)(i) below.

                           (xix)   "Submission Deadline" shall mean 12:30 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 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.

                           (xx)    "Submitted Bid" any "Submitted Bids" shall
         have the respective meanings specified in paragraph 8(d)(i) below.

                                       43

<PAGE>

                           (xxi)   "Submitted Hold Order" and "Submitted Hold
         Orders" shall have the respective meanings specified in paragraph
         8(d)(i) below.

                           (xxii)  "Submitted Order" and "Submitted Orders"
         shall have the respective meanings specified in paragraph 8(d)(i)
         below.

                           (xxiii) "Submitted Sell Order" and "Submitted Sell
         Orders" shall have the respective meanings specified in paragraph
         8(d)(i) below.

                           (xxiv)  "Sufficient Clearing Bids" shall have the
         meaning specified in paragraph 8(d)(i) below.

                           (xxv)   "Winning Bid Rate" shall have the meaning
         specified in paragraph 8(d)(i) below.

                  (b)      Orders by Existing Holders and Potential Holders.

                           (i)     On or prior to the Submission Deadline on
         each Auction Date:

                                   (A) each Existing Holder may submit to a
                  Broker-Dealer information as to:

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

                                       (2) the number of Outstanding shares, if
                           any, of AMPS held by such Existing Holder which such
                           Existing Holder 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 then specified by such Existing Holder; and/or

                                       (3) the number of Outstanding shares, if
                           any, of AMPS held by such Existing Holder which such
                           Existing Holder 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 Holders that shall be maintained in good faith for
                  the purposes of conducting a competitive Auction, shall
                  contact Potential Holders including Persons that are not
                  Existing Holders, on such list to determine the number of
                  Outstanding shares, if any, of AMPS which each such Potential
                  Holder offers to purchase provided that the Applicable Rate
                  for the next succeeding Dividend Period shall not be less than
                  the rate per annum specified by such Potential Holder.

                  For the purposes hereof, the communication to a Broker-Dealer
of information referred to in clause (A) or (B) of this paragraph 8(b)(i) is
hereinafter referred to as an "Order" and collectively as "Orders" and each
Existing Holder and each Potential Holder placing an Order is hereinafter
referred to as a "Bidder" and collectively as "Bidders"; an order containing the
information referred to in clause (A)(1) of this paragraph 8(b)(i) is
hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an
Order containing the information referred to in clause (A)(2) or (B) of this
paragraph 8(b)(i) is hereinafter referred to as a "Bid" and collectively as
"Bids"; and an Order containing the information

                                       44

<PAGE>

referred to in clause (A)(3) of this paragraph 8(b) is hereinafter referred to
as a "Sell Order" and collectively as "Sell Orders".

                           (ii)(A) 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;

                                   (2)  such number or a lesser number of
                           Outstanding shares of AMPS to be determined as set
                           forth in paragraph 8(e)(i)(D) if the 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
                           8(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 8(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 8(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.


                           (i)     Each Broker-Dealer shall submit in writing to
         the Auction Agent prior to the Submission Deadline on each Auction Date
         all Orders obtained by such Broker-Dealer specifying with respect to
         each Order:

                                   (A)  the name of the Bidder placing such
                  Order;

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

                                       45



<PAGE>

                     (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.

               (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 is not submitted to the Auction
     Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold
     Order 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 an Existing Holder are submitted to the Auction Agent, such
     Orders shall be considered valid as follow 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
          aggregate, cover 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 8(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 than can
          be the subject of valid Bids after application of paragraph
          8(c)(iv)(A) above and of the foregoing portion of this paragraph
          8(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

                                       46

<PAGE>

          under this paragraph 8(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 8(c)(iv)(A) and Bids referred to
          in paragraph 8(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 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 and number
     of shares of AMPS therein specified.

          (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 as a
     "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order, as
     the case may be, or as a "Submitted Order" and collectively as "Submitted
     Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may
     be, or as "Submitted Orders") and shall determine:

                    (A)  the excess of the total number of Outstanding shares of
          AMPS over the number of Outstanding shares of AMPS that are 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:

                         (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 clauses (1) and (2) above 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:

                                       47

<PAGE>

                         (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 those Potential Holders to purchase the shares of
               AMPS that are the subject of such Submitted Bids, 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 determination
     pursuant to paragraph 8(d)(i), the Auction Agent shall advise the
     Corporation of the Maximum Applicable Rate and, based on all 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 the shares of AMPS are the subject of Submitted
          Hold Orders, that the Applicable Rate for the next succeeding Dividend
          Period shall be equal to 90% of the 30-day "AA" Composite Commercial
          Paper Rate on the date of the Auction.

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

          Based on the determinations made pursuant to paragraph 8(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 8(e)(iii) and 8(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 and Existing Holders shall be
          accepted and the Submitted Bids 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 accepted, thus entitling

                                       48

<PAGE>

          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, thus requiring each such Potential Holder to
          purchase the shares of AMPS that are the subject of such Submitted
          Bids;

                    (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 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 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 paragraphs 8(e)(i)(B) and
          8(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 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 numbers 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, thus requiring each such Potential Holder to
          purchase the shares of AMPS that are the subject of such Submitted
          Bids; 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 shares of AMPS subject to Submitted
          Bids described in paragraphs 8(e)(i)(B), 8(e)(i)(C) and 8(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 numbers of Outstanding
          shares of AMPS subject to such Submitted Bids made by 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 8(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

                                       49

<PAGE>

                     (C)  the Submitted Bid of each Existing Holder specifying
          any rate per annum that is higher than the Maximum Applicable Rate
          shall be accepted and the Submitted Sell Order of each Existing Holder
          shall be accepted, thus requiring each such Existing Holder to sell
          the shares of AMPS that are the subject of such Submitted Bid or
          Submitted Sell Order, 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 Outstanding 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 paragraphs 8(e)(ii)(A) and 8(e)(ii)(B) by
          (y) a fraction the numerator of which shall be the number 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 paragraphs
     8(e)(i) or 8(e)(ii), any Existing Holder would be entitled to 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
     8(e)(i), any Potential Holder would be entitled or required to purchase
     less than a whole shares 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 Outstanding shares of AMPS to be sold by such Potential
     Holders and Existing Holders and, to the extent that 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 of Broker-Dealers acting for one or more sellers such
     Broker-Dealer shall receive, as the case may be, Outstanding shares of
     AMPS.

          (f)  Participation in Auctions.

          Neither the Corporation nor any Affiliate of the Corporation may
submit an Order in any Auction.

          9.   Miscellaneous.

          (a)  To the extent permitted by applicable law, the Board of
Directors may interpret or adjust the provisions hereof to resolve any
inconsistency or ambiguity, remedy any formal defect or make any other change or
modification which does not adversely affect the rights of Holders of shares of
AMPS and if such inconsistency or ambiguity reflects an incorrect provision
hereof than the Board of

                                       50

<PAGE>

Directors may authorize the filing of a Certificate of Amendment or a
Certificate of Correction, as the case may be.

          (b)  If there is a Securities Depository, one certificate for all of
the shares of AMPS of any series shall be issued to the Securities Depository
and registered in the name of the Securities Depository or its nominee. Such
certificate shall bear a legend to the effect that such certificate is issued
subject to the provisions contained in these Articles Supplementary and each
Purchaser's Letter. The Corporation will also issue stop-transfer instructions
to the Paying Agent for the shares of AMPS. Except as provided in paragraph (c)
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.

          (c)  If 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 9(b) registered in the names of the
beneficial owners or their nominees and rescind the stop-transfer instruction
referred to in paragraph 9(b) with respect to such shares.

          (d)  The Corporation shall exercise its best efforts to maintain an
Auction Agent pursuant to an agreement containing terms not materially less
favorable to the Corporation than the terms of the Auction Agent Agreement first
entered into by the Corporation pursuant to the resolutions adopted by the Board
of Directors on December 13, 1988.

          (e)  The Corporation shall use its best efforts to maintain a rating
of the AMPS from each of the Rating Agencies.

          (f)  All notice of 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.

          (g)  So long as any shares of AMPS shall be outstanding, the
Corporation shall not engage in "short sales" or "hedging" or enter into
"futures contracts" or "option contracts" (other than Forward Contracts) with
respect to the Eligible Portfolio Property.

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<PAGE>

IN WITNESS WHEREOF, THE FIRST AUSTRALIA PRIME INCOME FUND, INC., has caused
these presents to be signed in its name and on its behalf by its President and
its corporate seal to be hereunder affixed and attested by its Assistant
Secretary on this 18th day of December 1992, and its President acknowledges that
these Articles Supplementary are the act and deed of The First Australian Prime
Income Fund, Inc., and, under the penalties of perjury, that the matters and
facts set forth herein with respect to authorization and approval are true in
all material respects to the best of his knowledge, information and belief.


                                                     THE FIRST AUSTRALIA PRIME
                                                     INCOME FUND, INC.


                                                     By:  /s/ Brian M. Sherman
                                                          Brian M. Sherman
                                                          President


ATTEST:


/s/Margaret A. Bancroft
Assistant Secretary

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</TEXT>
</DOCUMENT>
