<DOCUMENT>
<TYPE>EX-99.2(A)(1)
<SEQUENCE>2
<FILENAME>efc4-1273_5567885ex992a1.txt
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                                                                Exhibit (a)(1)

                           ARTICLES OF INCORPORATION

                                      OF

                              MUNIPLUS FUND, INC.

                                   * * * * *

                                  ARTICLE I

     THE UNDERSIGNED, Margaret J. Lane, whose post office address is c/o Brown
& Wood, One World Trade Center, New York, New York 10048, being at least
eighteen (18) years of age, does hereby act as an incorporator, under and by
virtue of the General Laws of the State of Maryland authorizing the formation
of corporations and with the intention of forming a corporation.

                                  ARTICLE II

                                     Name
                                     ----

     The name of the Corporation is MUNIPLUS FUND, INC. (the "Corporation").

                                 ARTICLE III

                              PURPOSES AND POWERS
                              -------------------

     The purpose or purposes for which the Corporation is formed is to act as
a closed-end, management investment company under the federal Investment
Company Act of 1940, as amended, and to exercise and enjoy all of the powers,
rights and privileges granted to, or conferred upon, corporations by the
General Laws of the State of Maryland now or hereafter in force.

                                  ARTICLE IV

                      PRINCIPAL OFFICE AND RESIDENT AGENT
                      -----------------------------------

     The post office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202. The name of the resident agent of the Corporation
in this State is The Corporation Trust Incorporated, a corporation of this
State, and the post office address of the resident agent is 32 South Street,
Baltimore, Maryland 21202.


<PAGE>

                                  ARTICLE V

                                 CAPITAL STOCK
                                 -------------

     (1)  The total number of shares of all classes of stock which the
corporation shall have authority to issue is 160,000,000 shares with an
aggregate par value of $16,000,000 divided into two classes, of 150,000,000
shares of common stock, $.10 par value per share (the "Common Stock"), and of
10,000,000 shares of preferred stock, $.10 par value per shares (the
"Preferred Stock").

     (2)  The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption, of the Common Stock and the Preferred Stock are as
follows:

          A. Common Stock

               (i) Dividends. Subject to law and to the preferences of the
          Preferred Stock, the holders of the Preferred Stock, the holders of
          the Common Stock shall be entitled to receive dividends at such time
          and in such amounts as may be determined by the Board of Directors.

               (ii) Voting. Except as provided by law and in or pursuant to
          this Article V, the holders of the Common Stock shall have one vote
          for each share on each matter submitted to a vote of the
          stockholders of the Corporation.

               (iii) Liquidation. In the event of any liquidations,
          dissolution or winding up of the Corporation, whether voluntary or
          involuntary, after payment or provision for payment of the debts and
          other liabilities of the Corporation and the preferential amounts to
          which the holders of the Preferred Stock shall be entitled upon
          liquidation, the holders of the Common Stock shall be entitled to
          share in the remaining assets of the Corporation according to their
          respective interests.

          B. Preferred Stock.

               (i) Authority of the Board of Directors to issue in series. The
          Preferred Stock may be issued from time to time in one or more
          series. All shares of any one series of Preferred Stock shall be
          identical except as to the respective dates of their issue, the
          dates from which dividends on shares of the series issued on
          different dates accumulate, dividend rates, dividend periods,
          dividend payment dates and redemption provisions. Subject to the
          charter, authority is expressly granted to the Board of Directors to
          authorize the issue of one or more series of Preferred Stock, and to
          fix by resolution or resolutions providing for the issue of each
          such series the preferences, conversion or other rights, voting
          powers, restrictions, limitations as to dividends, qualifications,
          and terms and conditions of redemption, of such series, to the full
          extent how or hereafter permitted by law, including but not limited
          to the following:



                                      2
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                    a. The number of shares of such series, which may be
               subsequently be increased (except as otherwise provided by the
               resolution or resolutions of the Board of Directors providing
               for the issue of such series) or decreased (to a number not
               less than the number of shares then outstanding) by resolution
               or resolutions of the Board of Directors, and the distinctive
               designations of the series;

                    b. The rates or amounts, the periods, and the times of
               payment, of dividends on shares of such series;

                    c. The voting powers, if any, of the holder of such series
               in addition to the voting powers provided by law and in this
               Article V.

                    d. The terms and conditions, upon which the shares of such
               series shall be convertible into or exchangeable for shares of
               any other series, class or classes, or any other securities, to
               the full extent now or hereafter permitted by law;

                    e. The time or times during which, the price or prices at
               which, and the terms and conditions on which, the shares of
               such series may be redeemed by the Corporation;

                    f. The terms or any sinking fund to be applied to the
               purchase or redemption, or both, of shares of such series, and
               the terms and amount of any sinking fund payments and the
               manner of their application; and

                    g. The amount which the holders of each series shall be
               entitled to receive in the event of any voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation.

          Except as stated above in this Section 2(B) of this Article V, all
          shares of Preferred Stock shall be identical. All shares of
          Preferred Stock, regardless of series, shall be of equal rank, and
          there shall be no priority of one series over any other series in
          any payment of dividends nor upon any distribution of assets.

               (ii) Dividends. The holders of Preferred stock of each series
          shall be entitled to receive, when and as declared by the Board of
          Directors, cumulative cash dividends at the rate or amounts, for the
          periods, and at the times, determined as, or in the manner,
          specified for such series by the Board of Directors as authorized in
          this Section 2(B) of this Article V.

               No dividends shall be paid or declared or set apart for payment
          on any share of Preferred Stock of any series for any dividend
          period unless at or prior to such time all dividends accumulated on
          all shares of Preferred Stock then outstanding shall have been
          declared through the most recently ended dividend period of the
          respective shares, and terminating on the same and any earlier date
          shall have been paid or declared and set apart for payment.



                                      3
<PAGE>

               (iii) Voting. 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.

               If at any time dividends on any outstanding Preferred Stock of
          any series shall be unpaid in an amount equal to two full years'
          dividends, the number of directors constituting the Board of
          Directors shall automatically be increased by the smallest number
          that, when added to the number of directors then constituting the
          Board of Directors, shall constitute a majority of such increased
          number, including the two directors elected by the holders of
          Preferred Stock pursuant to the preceding paragraph; 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 will constitute a majority of the total number of directors or
          the Corporation so increased. The terms of office of persons who are
          directors at the time of that election shall continue. 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 or all series for all past dividend periods, the
          voting rights stated in the preceding sentence shall cease, and the
          terms of office of all of the additional directors elected by the
          holders of Preferred Stock (but not of the directors elected by the
          holders of Common Stock) shall terminate automatically. At all
          subsequent meetings of stockholders at which directors are to be
          elected, the holders of shares of Preferred Stock and of Common
          Stock shall have the right to elect the members of the Board of
          Directors as stated in the preceding paragraph, subject to the
          revesting of the rights of the holders of the Preferred Stock as
          provided in the first sentence of this paragraph in the event of any
          subsequent arrearage in the payment of two full years' dividends on
          the shares of Preferred Stock of any series.

               Any vacancy in the office of any director elected by the
          holders of shares of Preferred Stock may be filled by the remaining
          directors (or director) so elected or, if not so filled, by the
          holders of shares of Preferred Stock of all series, voting
          separately as a single class, at any meeting of stockholders for the
          election of directors held thereafter.

               The affirmative vote of the holders of a majority of the
          outstanding shares of the Preferred Stock, voting as a separate
          class, will be required to amend, alter or repeal any of the
          preferences, rights or powers of holders of shares of Preferred
          Stock so as to affect materially and adversely such preferences,
          rights, or powers, or increase or decrease the number of shares of
          Preferred Stock authorized to be issued. Unless a higher percentage
          is provided for under the charter of the Corporation, the
          affirmative vote of the holders of a majority of the outstanding


                                      4
<PAGE>

          shares of the Preferred Stock, voting each separate class, will be
          required to approve any plan of Reorganization adversely affecting
          such shares or any action requiring a vote of security holders under
          Section 13(a) of the Investment Company Act of 1940, as amended,
          including among other things, changes in the Corporation's
          investment objective or changes in the investment restrictions
          described in the prospectus of the Corporation.

               Except to the extent stated otherwise in this Article V, the
          provisions of Article VI shall apply to this Article V.

               (iv) Liquidation. In the event of any liquidation, dissolution
          or winding up or the Corporation, whether voluntary or involuntary,
          the holders of Preferred Stock of each series shall be entitled to
          receive only such amount or amounts, including accumulated and
          unpaid dividends, as shall have been fixed by the Articles of
          Incorporation or by the resolution or resolutions of the Board of
          Directors providing for the issue of such series. 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
          Preferred Stock of all series should be insufficient to permit the
          payment in full to such holders of the amounts to which they are
          entitled, then such available assets shall be distributed among
          shareholders of shares of Preferred Stock ratably in any such
          distribution of assets according to the respective amounts that
          would be paid in full. A consolidation or merger of the Corporation
          with or into one or more other corporations or a sale, lease or
          exchange of all or substantially all of the assets of the
          Corporation shall not be deemed to be a voluntary or involuntary
          liquidation, dissolution or winding up, within the meaning of this
          Article V.

          C. All Stock

               (i) Sale of Shares. The Board or Directors may authorize the
          sale and issuance from time to time of shares of stock, whether now
          or hereafter authorized, for such consideration as the Board of
          Directors considers advisable, but not less than par value, subject
          to such limitations as may be set forth in the charter of the
          Corporation, the By-laws, the General Laws of the State of Maryland,
          the Investment Company Act of 1940, as amended, and other applicable
          laws.

               (ii) Fractional Share. Except as may be provided otherwise by
          the Board of Directors in authorizing the issuance of a series of
          Preferred Stock, stock may be issued in fractions of whole shares,
          to which attach pro rata all of the rights of whole shares,
          including the rights of voting and of receipt of dividends, except
          that there shall be no right of receipt of a certificate
          representing any fraction of a whole share.

               (iii) No preemptive rights. No holder of stock of the
          Corporation shall, as such holder, have any right to purchase or
          subscribe for any shares of the


                                      5
<PAGE>

          capital stock of the Corporation or any other security of the
          Corporation which it may issue or sell (whether out of the number of
          shares authorized by these Articles of Incorporation, or out of any
          shares of the capital stock of the Corporation acquired by it after
          the issue thereof, or otherwise) other than such right, if any, as
          the Board of Directors, in its discretion, may determine.

     (3) Notwithstanding any provision of the Maryland General Corporation Law
requiring a greater portion than a majority of the votes of all classes or
series of capital stock of the Corporation (or of any class or series entitled
to vote thereon as a separate class or series) to take or authorize any
action, the Corporation is hereby authorized (subject to the requirements of
the Investment Company Act of 1940, as amended, and in effect from time to
time, and any rules, regulations and orders issued thereunder) to take such
action upon the concurrence of a majority of the aggregate number of shares of
capital stock of the Corporation entitled to vote thereon (or a majority of
the aggregate number of shares of a class or series entitled to vote thereon
as a separate class or series).

     (4) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of the charter and By-Laws of the
Corporation. As used in the charter of the Corporation, the terms "charter"
and "Articles of Incorporation" shall mean and include the Articles of
Incorporation of the Corporation as amended, supplemented and restated from
time to time by Articles of Amendment, Articles Supplementary, Articles of
Restatement or otherwise.

                                  ARTICLE VI

                     PROVISIONS FOR DEFINING, LIMITING AND
                     REGULATING CERTAIN POWERS OF THE COR-
                       PORATION AND OF THE DIRECTORS AND
                                 STOCKHOLDERS
                 -------------------------------------------

     (1) The number of directors of the Corporation shall be three (3), which
number may be increased pursuant to the Bye-Laws of the Corporation but shall
never be less than three (3). The names of the directors who shall act until
the first annual meeting or until their successors are duly elected and
qualify are:

              Philip L. Kirstein
              Mark B. Goldfus
              Susan B. Baker

     (2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time shares of capital stock, whether now
or hereafter authorized after such consideration as the Board of Directors may
deem advisable, subject to such limitations as may be set forth in these
Articles of Incorporation or in the By-Laws of the Corporation or in the
General Laws of the State of Maryland.

     (3) Each director and each officer of the Corporation shall be
indemnified by the Corporation to the full extent permitted by the General
Laws of the State of Maryland, subject to


                                      6
<PAGE>

the requirements of the Investment Company Act of 1940, as amended. No
amendment of these Articles of Incorporation or repeal of any provision hereof
shall limit or eliminate the benefits provided to directors and officers under
this provision in connection with any act or omission that occurred prior to
such amendment or repeal.

     (4) To the fullest extent permitted by the General Laws of the State of
Maryland, subject to the requirements of the Investment Company Act of 1940,
as amended, no director or officer of the Corporation shall be personally
liable to the Corporation or its security holders for money damages. No
amendment of these Articles of Incorporation or repeal of any provision hereof
shall limit or eliminate the benefits provided to directors and officers under
this provision in connection with any act or omission that occurred prior to
such amendment or repeal.

     (5) The Board of Directors of the Corporation may make, alter or repeal
from time to time any of the By-Laws the Corporation except any particular
By-Law which is specified as not subject to alteration or repeal by the Board
of Directors, subject to the requirements of the Investment Company Act of
1940, as amended.

     (6) A director elected by the holders of Preferred Stock or Common Stock
may be removed for cause, but only by action taken by holders of at least 75%
of the shares of Preferred Stock or of Common Stock, respectively, then
entitled to vote in an election to fill that directorship.

                                 ARTICLE VII

                           DETERMINATION OF BINDING
                           ------------------------

     Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practice by or pursuant to
the direction of the Board of Directors, as to the amount of assets,
obligations or liabilities of the Corporation, as to the amount of net income
of the Corporation from dividends and interest for any period or amounts at
any time legally available for the payment of dividends, as to the amount of
any reserves or charges set up and the proprietary thereof, as to the time of
or purpose for creating reserves or as to the use, alteration or cancellation
of any reserves or charges (whether or not any obligation or liability for
which such reserves or charges shall have been created, shall have been paid
or discharged or shall be then or thereafter required to be paid or
discharged), as to the price of any security owned by the Corporation or as to
any other matters relating to the issuance, sale, redemption or other
acquisition or disposition of securities or shares of capital stock of the
Corporation, and any reasonable determination made in good faith by the Board
of Directors as to whether any transaction constitutes a purchase of
securities on "margin", a sale of securities "short", or an underwriting of
the sale of, or a participation in any underwriting or selling group in
connection with the public distribution of, any securities, shall be final and
conclusive, and shall be binding upon the Corporation and all holders of its
capital stock, past, present and future, and shares of the capital stock or
acceptance of share certificates, the any and all such determinations shall be
binding as aforesaid. No provision of these Articles of Incorporation shall be
effective to (a) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (b) protect or


                                      7
<PAGE>

purport to protect any director or officer of the Corporation against any
liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

                                 ARTICLE VIII

                       PRIVATE PROPERTY OF STOCKHOLDERS
                       --------------------------------

     The private property of shareholders shall not be subject to the payment
of corporate debts to any extent whatsoever.

                                  ARTICLE IX

                              PERPETUAL EXISTENCE
                              -------------------

     The duration of the Corporation shall be perpetual.

                                  ARTICLE X

                        CONVERSION TO OPEN-END COMPANY
                        ------------------------------

     Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, a favorable vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common Stock and
Preferred Stock of the Corporation entitled to be voted on the matter, voting
separately by class, shall be required to approve, adopt or authorize an
amendment to these Articles of Incorporation of the Corporation that makes the
Common Stock a "redeemable security" (as that term is defined in section
2(a)(32) the Investment Company Act of 1940, as amended), unless such action
has previously been approved, adopted or authorized by the affirmative vote of
at least two-thirds of the total number of directors find in accordance with
the By-Laws of the Corporation, in which case the affirmative vote of the
holders of a majority of the


                                      8
<PAGE>

outstanding shares or Common Stock and Preferred Stock or the Corporation
entitled to vote thereon, voting separately by class, shall be required.

                                  ARTICLE XI

                      MERGER, SALE OF ASSETS, LIQUIDATION
                      -----------------------------------

     Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, a favorable vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common Stock and
Preferred Stock of the Corporation entitled to be voted on the matter, voting
separately by class, shall be required to approve, adopt or authorize (i) a
merger or consolidation or statutory share exchange of the Corporation with
any other corporation, (ii) a sale of all or substantially all of the assets
of the Corporation (other than in the regular course of its investment
activities), or (iii) a liquidation or dissolution of the Corporation, unless
such action has previously been approved, adopted or authorized by the
affirmative vote of at least two-thirds of the total number of directors fixed
in accordance with the By-Laws of the Corporation, in which case the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock and Preferred Stock of the Corporation entitled to vote thereon,
separately by class, shall be required.

                                 ARTICLE XII

                            CONSENT OF STOCKHOLDERS
                            -----------------------

     Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, any action taken by the written consent of
the holders of the outstanding shares of the capital stock of the Corporation
must be taken by unanimous written consent of the holders of the outstanding
shares of capital stock of the Corporation entitled to be voted on the matter.

                                 ARTICLE XIII

                                   AMENDMENT
                                   ---------

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, including any amendment with alters the
contract rights, as expressly set forth in the charter, of any outstanding
stock and substantially adversely affects the stockholders' rights and all
rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the amendment or repeal of
Section ___________ of Article V, Section (3), Section (4), Section (5) and
Section (6) of Article I, Article VIII, Article IX, Article X, Article XI,
Article XII or this Article XIII, of these Articles of Incorporation shall
require the affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares of Common Stock and Preferred Stock of the
Corporation entitled to be voted on the matter, voting separately by class.

     IN WITNESS WHEREOF, the undersigned incorporator of MUNIPLUS FUND, INC.
hereby executes the foregoing Articles of Incorporation and acknowledges the
same to be his act and further acknowledges that, to the best of his
knowledge, the matters and facts set forth therein are true in all material
respects under the penalties of perjury.

     Dated the 6th day of July, 1988



                                            /s/ Margaret J. Lane
                                          --------------------------------------
                                                 Margaret J. Lane



                                      9

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