<DOCUMENT>
<TYPE>EX-99.2(A)(3)
<SEQUENCE>4
<FILENAME>efc4-1273_5568188exha3.txt
<TEXT>
                                                                Exhibit (a)(3)

                              MUNIVEST FUND, INC.

                Articles Supplementary creating five series of
                       Auction Market Preferred Stock(SM)

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

     FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by article fifth of its Charter, the Board of Directors has
classified its preferred stock and has authorized the issuance of four series
of 500 shares each and one series of 750 shares of its authorized preferred
stock, par value $.10 per share, liquidation preference $100,000 per share,
designated respectively: Auction Market Preferred Stock, Series A; Auction
Market Preferred Stock, Series B; Auction Market Preferred Stock, Series C;
Auction Market Preferred Stock, Series D; and Auction Market Preferred Stock,
Series E.

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

                                  DESIGNATION

     SERIES A: A series of 500 shares of preferred stock, par value $.10 per
share, liquidation preference $100,000 per share, is hereby designated
"Auction Market Preferred Stock, Series A." Each share of Auction Market
Preferred Stock, Series A shall be issued on December 8, 1988; have an Initial
Dividend Rate equal to 6.50% per annum, have an Initial Dividend Payment Date
of January 9, 1989; and have such other preferences, limitations and relative
voting rights, in addition to those required by applicable law or set forth in
the


                                      2


<PAGE>


Corporation's Charter applicable to preferred stock of the Corporation, as are
set forth in these Articles Supplementary. The Auction Market Preferred Stock,
Series A shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series A shall
be identical except as provided in paragraph 4 of these Articles
Supplementary.

     SERIES B: A series of 500 shares of preferred stock, par value $.10 per
share, liquidation preference $100,000 per share, is hereby designated
"Auction Market Preferred Stock, Series B." Each share of Auction Market
Preferred Stock, Series B shall be issued on December 8, 1988; have an Initial
Dividend Rate equal to 6.55% per annum; have an Initial Dividend Payment Date
of January 17, 1989; and have such other preferences, limitations and relative
voting rights, in addition to those required by applicable law or set forth in
the Corporation's Charter applicable to preferred stock of the Corporation, as
are set forth in these Articles Supplementary. The Auction Market Preferred
Stock, Series B shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series B shall
be identical except as provided in paragraph 4 of these Articles
Supplementary.

     SERIES C: A series of 500 shares of preferred stock, par value $.10 per
share, liquidation preference $100,000 per share, is hereby designated
"Auction Market Preferred Stock, Series C." Each share of Auction Market
Preferred Stock, Series C shall be issued on December 8, 1988; have an Initial
Dividend Rate equal to 6.60% per annum; have an Initial Dividend Payment Date
of January 23, 1989; and have such other preferences, limitations and relative
voting rights, in addition to those required by applicable law or set forth in
these Articles Supplementary applicable to preferred stock of the Corporation,
as are set forth in the


                                      3


<PAGE>


Corporation's Charter. The Auction Market Preferred Stock, Series C shall
constitute a separate series of preferred stock of the Corporation, and each
share of Auction Market Preferred Stock, Series C shall be identical except as
provided in paragraph 4 of these Articles Supplementary.

     SERIES D: A series of 500 shares of preferred stock, par value $.10 per
share, liquidation preference $100,000 per share, is hereby designated
"Auction Market Preferred Stock, Series D." Each share of Auction Market
Preferred Stock, Series D shall be issued on December 8, 1988; have an Initial
Dividend Rate equal to 6.60% per annum; have an Initial Dividend Payment Date
of January 30, 1989; and have such other preferences, limitations and relative
voting rights, in addition to those required by applicable law or set forth in
these Articles Supplementary applicable to preferred stock of the Corporation,
as are set forth in the Corporation's Charter. The Auction Market Preferred
Stock, Series D shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series D shall
be identical except as provided in paragraph 4 of these Articles
Supplementary.

     SERIES E: A Series of 750 shares of preferred stock, par value $.10 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 ("Series E AMPS") shall be issued on December 8,
1988; have an Initial Dividend rate equal to 6.40% per annum; have an Initial
Dividend Payment Date of December 19, 1988; and have such other preferences,
limitations and relative voting rights, in addition to those required by
applicable law or set forth in these Articles Supplementary applicable to
preferred stock of the Corporation, as are set forth in the Corporation's
Charter. The Auction Market Preferred Stock, Series E shall constitute a
separate series of preferred stock of the Corporation, and each share of
Auction Market Preferred


                                      4


<PAGE>


Stock, Series E shall be identical except as provided in paragraph 4 of these
Articles Supplementary.

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

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

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

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

     "AMPS" means, as the case may be, Auction Market Preferred Stock, Series
A; Auction Market Preferred Stock, Series B; Auction Market Preferred Stock,
Series C; Auction Market Preferred Stock, Series D; or Auction Market
Preferred Stock, Series E.

     "AMPS Basic Maintenance Amount," as of any Valuation Date, means the
dollar amount equal to the sum of (i)(A) the product of the number of shares
of AMPS and Other AMPS Outstanding on such date multiplied by $100,000; (B)
the aggregate amount of cash dividends that will have accumulated (whether or
not earned or declared) for each share of AMPS and Other AMPS Outstanding, in
each case, to (but not including) the next Dividend Payment Date


                                      5


<PAGE>


therefor that follows such Valuation Date; (C) the aggregate amount of cash
dividends that would accumulate at the then current Maximum Applicable Rate on
any shares of AMPS and Other AMPS Outstanding from the Business Days following
such Dividend Payment Dates through the 63rd day after such Valuation Date,
multiplied by the larger of potential dividend rate increase factors
(currently 240%) determined from time to time by Moody's and S&P (except that
if such Valuation Date occurs during a Non-Payment Period, the cash dividend
for purposes of calculation would accumulate at the then current Non-Payment
Period Rate); (D) the amount of anticipated expenses of the Corporation for
the 90 days subsequent to such Valuation Date; and (E) any current liabilities
as of such Valuation Date to the extent not reflected in any of (i)(A) through
(i)(D) (including, without limitation, and immediately upon determination, any
Rights which the Corporation has determined are payable pursuant to paragraph
2(e) of these Articles Supplementary with respect to AMPS or an analogous
provision with respect to Other AMPS, and payables for Municipal Bonds
purchased as of such Valuation Date) less (ii) the sum of (A) the lesser of
(1) the value of receivables for Municipal Bonds sold as of or prior to such
Valuation Date to parties with a long-term debt rating of A2 or better from
Moody's and (2) the Discounted Value of such Municipal Bonds calculated using
the higher of the S&P Discount Factor and the Moody's Discount Factor
applicable to such Municipal Bonds, and (B) the value of any of the
Corporation's assets irrevocably deposited by the Corporation for the payment
of any of (i)(A) through (i)(E).

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


                                      6


<PAGE>


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

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

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

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

     "Broker-Dealer" shall mean any broker-dealer, or other entity permitted
by law to perform the functions required of a Broker-Dealer in paragraph 11 of
these Articles Supplementary, that has been selected by the Corporation and
has entered into a Broker-Dealer Agreement with the Auction Agent that remains
effective.

     "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 paragraph 11 of these Articles
Supplementary.


                                      7


<PAGE>


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

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

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

     "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.

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

     "Corporation" means MuniVest Fund, Inc., a Maryland corporation.

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

     "Deposit Securities" means cash and Municipal Bonds rated at least AAA,
AA, A-1+ or SP-1+ by S&P.

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


                                      8


<PAGE>


     "Dividend Coverage Amount," as of any Valuation Date, means (i) the
aggregate amount of cash dividends that will accumulate on all shares of AMPS
and Other AMPS, in each case to (but not including) the next Dividend Payment
Date therefor that follows such Valuation Date less (ii) the combined value of
Deposit Securities irrevocably deposited for the payment of cash dividends on
all shares of AMPS and Other AMPS.

     "Dividend Coverage Assets," as of any Valuation Date, means, in the case
of shares of AMPS and Other AMPS, Deposit Securities with maturity or tender
payment dates not later in each case than the Dividend Payment Date therefor
that follows such Valuation Date, and having in the aggregate a value not less
than the Dividend Coverage Amount.

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

     "Dividend Period" means the Initial Dividend Period and any Subsequent
Dividend Period.

     "Existing Holder" means a Person who has signed a Purchaser's Letter and
is listed as the Existing Holder of shares of AMPS in the Stock Books.

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

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


                                      9


<PAGE>


     "Initial Dividend Payment Date" means the Initial Dividend Payment Date
specified herein with respect to the AMPS or Other AMPS, as the case may be.

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

     "Initial Dividend Rate," with respect to AMPS, means the rate per annum
specified herein as such with respect to the AMPS and, with respect to Other
AMPS, has the equivalent meaning.

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

     "Market Value" of any asset of the Corporation shall be the market value
thereof determined by the pricing service designated from time to time by the
Board of Directors of the Corporation and notified to S&P and Moody's. Market
Value of any asset shall include any interest accrued thereon. The pricing
service shall value portfolio securities at the quoted bid price or the mean
between the quoted bid and asked price or the yield equivalent when quotations
are not readily available. Securities for which quotations are not readily
available shall be valued at fair value as determined by the pricing service
using methods which include consideration of: yields or prices of municipal
bonds of comparable quality, type of issue, coupon, maturity and rating;
indications as to value from dealers; and general market conditions. The
pricing service may employ electronic data processing techniques and/or a
matrix system to determine valuations.


                                      10


<PAGE>


     "Maximum Applicable Rate," with respect to AMPS, has the meaning set
forth in paragraph 11(a)(vii) of these Articles Supplementary and, with
respect to Other AMPS, has the equivalent meaning.

     "Minimum Liquidity Level" means, as of any date of determination, an
aggregate Market Value of the Corporation's Dividend Coverage Assets equal to
or in excess of the Dividend Coverage Amount.

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

     "Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Moody's Eligible Asset, the percentage determined by
reference to the rating by Moody's or S&P on such asset and the shortest
Moody's Collateral Period set forth opposite such rating that is the same
length as or is longer than the Moody's Exposure Period, in accordance with
the table set forth below:

<TABLE>
<CAPTION>

                                                                              Rating Category
                                                               ------------------------------------------------
Moody's Collateral Period                                      Aaa*      Aa*       A*        Baa*      Other**
-------------------------                                      --------  --------  --------  --------  --------
<S>                                                            <C>       <C>       <C>       <C>       <C>
7 weeks or less...........................................     151%      159%      168%      202%      229%
8 weeks or less but greater than seven weeks..............     154       164       173       205       235
9 weeks or less but greater than eight weeks..............     158       169       179       209       242
10 weeks or less but greater than nine weeks..............     161       175       186       213       250
</TABLE>

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

 *  Moody's rating
**  Municipal Bonds not rated by Moody's but rated BBB by S&P.

     Notwithstanding the foregoing, (i) the Moody's Discount Factor for
short-term Municipal Bonds will be 115%, so long as such Municipal Bonds are
rated at least MIG-1, VMIG-1 or P-1 by Moody's or A-1+/AA or SP-1+/AA by S&P
and mature or have a demand feature at par exercisable in 30 days or less and
(ii) no Moody's Discount Factor will be applied to cash.


                                      11


<PAGE>


     "Moody's Eligible Asset" means cash or a Municipal Bond that (i) pays
interest in cash, (ii) is publicly rated Baa or higher by Moody's or, if not
rated by Moody's but rated by S&P, is rated at least BBB by S&P (provided
that, for purposes of determining the Moody's Discount Factor applicable to
any such S&P-rated Municipal Bond, such Municipal Bond (excluding any
short-term Municipal Bond) will be deemed to have a Moody's rating which is
one full rating category lower than its S&P rating), (iii) does not have its
Moody's rating suspended by Moody's; and (iv) is part of an issue of Municipal
Bonds of at least $10,000,000. Municipal Bonds issued by any one issuer and
rated BBB by S&P may comprise no more than 4% of total Moody's Eligible
Assets; such BBB-rated Municipal Bonds, if any, together with any Municipal
Bonds issued by the same issuer and rated Baa by Moody's may comprise no more
than 6% of total Moody's Eligible Assets; such BBB and Baa-rated Municipal
Bonds, if any, together with any Municipal Bonds issued by the same issuer and
rated A by Moody's may comprise no more than 10% of total Moody's Eligible
Assets; and such BBB, Baa and A-rated Municipal Bonds, if any, together with
any Municipal Bonds issued by the same issuer and rated Aa by Moody's, may
comprise no more than 20% of total Moody's Eligible Assets. Municipal Bonds
issued by issuers located within a single state or territory and rated BBB by
S&P may comprise no more than 12% of total Moody's Eligible Assets; such
BBB-rated Municipal Bonds, if any, together with any Municipal Bonds issued by
issuers located within the same state or territory and rated Baa by Moody's
may comprise no more than 20% of total Moody's Eligible Assets; such BBB and
Baa-rated Municipal Bonds, if any, together with any Municipal Bonds issued by
issuers located within the same state or territory and rated A by Moody's, may
comprise no more than 40% of total Moody's Eligible Assets; and such BBB, Baa
and A-rated Municipal Bonds, if any, together with any Municipal Bonds issued
by issuers located within the same state or territory


                                      12


<PAGE>


and rated Aa by Moody's, may comprise no more than 60% of total Moody's
Eligible Assets. Cash acquired by the Corporation in exchange for Municipal
Bonds as collateral pursuant to a repurchase agreement that obligates the
Corporation to repurchase such Municipal Bonds will only constitute Moody's
Eligible Assets if the long-term debt of such other party is rated at least A2
by Moody's and such agreement has a term of 30 days or less. Municipal Bonds
acquired as collateral by the corporation pursuant to a repurchase agreement
that obligates the other party thereto to repurchase such Municipal Bonds will
only constitute a Moody's Eligible Asset if the long-term debt of such other
party is rated at least A2 by Moody's and such agreement has a term of 30 days
or less.

     Notwithstanding the foregoing, an asset will not be considered a Moody's
Eligible Asset if it is subject to any material lien, mortgage, pledge,
security interest or security agreement of any kind (collectively, "Liens"),
except for (a) any Lien the validity of which is being contested in good faith
by appropriate proceedings, (b) Liens for taxes that are not than due and
payable or that can be paid thereafter without penalty, (c) Liens to secure
payment for services rendered or cash advanced to the Corporation by Fund
Asset Management, Inc., Merrill Lynch Asset Management, Inc., The Bank of New
York, the Auction Agent or any Broker-Dealer and (d) any Lien by virtue of a
repurchase agreement.

     "Moody's Exposure Period" means the period commencing on a given
Valuation Date and ending 63 days thereafter.

     "Municipal Bonds" means "Municipal Bonds" as defined in the Corporation's
Registration Statement on Form N-2 (File Nos. 33-22958) on file with the
Securities and Exchange Commission, as such Registration Statement may be
amended from time to time.


                                      13


<PAGE>


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

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

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

     "Non-Payment Period" (i) with respect to AMPS, means any period
commencing on and including the day on which the Corporation shall fail to (i)
declare prior to the close of business on the second Business Day preceding
any Dividend Payment Date, for payment on or (to the extent permitted by
paragraph 2(c)(i) of these Articles Supplementary) within three Business Days
after such Dividend Payment Date to the Holders as of 12:00 noon, New York
City time, on the Business Day preceding such Dividend Payment Date, the full
amount of any dividend on shares of AMPS payable on such Dividend Payment Date
or (ii) deposit, irrevocably in trust, in same-day funds, with the Auction
Agent by 12:00 noon, New York City time, (A) on or (to the extent permitted by
paragraph 2(c)(i) of these Articles Supplementary) within three Business Days
after such Dividend Payment Date the full amount of any cash dividend on such
shares payable (if declared) on such Dividend Payment Date or (B) on or (to
the extent permitted by paragraph 2(c)(i) of these Articles Supplementary)
within three Business Days after any


                                      14


<PAGE>


redemption date for any shares of AMPS called for redemption, the redemption
price of $100,000 per share plus the full amount of any cash dividends thereon
(whether or not earned or declared) accumulated but unpaid to such redemption
date and ending on and including the Business Day on which, by 12:00 noon, New
York City time, all unpaid cash dividends and unpaid redemption prices shall
have been so deposited or shall have otherwise been made available to Holders
in same-day funds; provided that, a Non-Payment Period shall not end unless
the Corporation shall have given at least five days' but no more than 30 days'
written notice to the Auction Agent, all Existing Holders (at their addresses
appearing in the Stock Books) and the Securities Depository; and, (ii) with
respect to Other AMPS, has the equivalent meaning.

     "Non-Payment Period Rate" means, initially, 200% of the applicable 60-day
"AA" Composite Commercial Paper Rate, provided that the Board of Directors of
the Corporation shall have the authority to adjust, modify, alter or change
from time to time the initial Non-Payment Period Rate if the Board of
Directors of the Corporation determines and Moody's and S&P or any Substitute
Rating Agencies advise the Corporation in writing that such adjustment,
modification, alteration or change will not adversely affect their
then-current ratings on the AMPS.

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

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


                                      15


<PAGE>


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

     "Outstanding" means, as of any date (i) with respect to AMPS, shares of
AMPS theretofore issued by the Corporation except, without duplication, (A)
any shares of AMPS theretofore cancelled or delivered to the Auction Agent for
cancellation, or redeemed by the Corporation, or as to which a Notice of
Redemption shall have been given and moneys shall have been deposited in trust
by the Corporation pursuant to paragraph 4(c) and (B) any shares of AMPS as to
which the Corporation or any Affiliate thereof shall be an Existing Holder and
(ii) with respect to shares of other Preferred Stock, has the equivalent
meaning.

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

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

     "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).


                                      16


<PAGE>


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

     "Purchaser's Letter" means a letter addressed to the Corporation, the
Auction Agent and a Broker-Dealer in which a Person agrees, among other
things, to offer to purchase, purchase, offer to sell and/or sell shares of
AMPS as set forth in paragraph 11 of these Articles Supplementary.

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

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

     "Quarterly Valuation Date" means the last Business Day of each fiscal
quarter of the Corporation in each fiscal year of the Corporation, commencing
February 28, 1989.

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

     "S&P Discount Factor" means, for purposes of determining the Discounted
Value of any S&P Eligible Asset, the percentage determined by reference to the
rating on such asset and the shortest S&P Collateral Period set forth opposite
such rating that is the same length as or is longer than the S&P Exposure
Period, in accordance with the table set forth below:

<TABLE>
<CAPTION>

                                                                           Rating Category
                                                               --------------------------------------
S&P Collateral Period                                          Aaa*      Aa*       A*        BBB*
---------------------                                          --------  --------  --------  --------
<S>                                                            <C>       <C>       <C>       <C>
40 Business Days..........................................     190%      195%      210%      250%
22 Business Days..........................................     170       175       190       230
10 Business Days..........................................     155       160       175       215
7 Business Days...........................................     150       155       170       210
3 Business Days...........................................     130       135       150       190
</TABLE>

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

*  S&P rating.


                                      17


<PAGE>



     Notwithstanding the foregoing, (i) the S&P Discount Factor for short-term
Municipal Bonds will be 115%, so long as such Municipal Bonds are rated A-1+
or SP-1 by S&P and mature or have a demand feature exercisable in 30 days or
less, or 125% if such Municipal Bonds are not rated by S&P but are rated
VMIG-1, P-1 or MIG-1 by Moody's; provided, however, that if such short-term
Municipal Bonds are backed by any letter of credit, liquidity facility or
guarantee from a bank or other financial institution, such bank or institution
must have a short-term rating of at least A-1+ from S&P; and further provided
that such short-term Municipal Bonds rated by Moody's but not rated by S&P may
comprise no more than 50% of short-term Municipal Bonds that qualify as S&P
Eligible Assets and (ii) no S&P Discount Factor will be applied to cash.

     "S&P Eligible Asset" means cash or a Municipal Bond that (i) is interest
bearing and pays interest at least semi-annually; (ii) is payable with respect
to principal and interest in United States Dollars; (iii) is publicly rated
BBB or higher by S&P or, if not rated by S&P but rated by Moody's, is rated at
least A by Moody's (provided that, such Moody's-rated Municipal Bonds will be
included in S&P Eligible Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 50% of the aggregate Market Value of the S&P
Eligible Assets; and further provided that, for purposes of determining the
S&P Discount Factor applicable to any such Moody's-rated Municipal Bond, such
Municipal Bond will be deemed to have an S&P rating which is one full rating
category lower than its Moody's rating); (iv) is not subject to a covered call
option written by the Corporation; (v) is not part of a private placement of


                                      18


<PAGE>


Municipal Bonds; and (vi) is part of an issue of Municipal Bonds with an
original issue size of at least $20 million or, if of an issue with an
original issue size below $20 million (but in no event below $10 million), is
issued by an issuer with a total of at least $50 million of securities
outstanding. Notwithstanding the foregoing:

          (1) Municipal Bonds of any one issuer or guarantor (excluding bond
     insurers) will be considered S&P Eligible Assets only to the extent the
     Market Value of such Municipal Bonds does not exceed 10% of the aggregate
     Market Value of the S&P Eligible Assets, provided that 2% is added to the
     applicable S&P Discount Factor for every 1% by which the Market Value of
     such Municipal Bonds exceeds 5% of the aggregate Market Value of the S&P
     Eligible Assets;

          (2) Municipal Bonds guaranteed or insured by any one bond insurer
     will be considered S&P Eligible Assets only to the extent the Market
     Value of such Municipal Bonds does not exceed 25% of the aggregate Market
     Value of the S&P Eligible Assets; and

          (3) Municipal Bonds issued by issuers in any one state or territory
     will be considered S&P Eligible Assets only to the extent the Market
     Value of such Municipal Bonds does not exceed 20% of the aggregate Market
     Value of the S&P Eligible Assets.

     "S&P Exposure Period" means the maximum period of time following a
Valuation Date, including the Valuation Date and the AMPS Basic Maintenance
Cure Date, that the Corporation has under these Articles Supplementary to cure
any failure to maintain, as of such Valuation Date, the Discounted Value for
its portfolio at least equal to the AMPS Basic Maintenance Amount (as
described in paragraph 7(a) of these Articles Supplementary).


                                      19


<PAGE>


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

     "Service" means the United States Internal Revenue Service.

     "60-day 'AA' Composite Commercial Paper Rate," on any date, means (i) the
Interest Equivalent of the 60-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 nationally recognized statistical rating
organization, as such 60-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 arithmetical
average of the Interest Equivalent of the 60-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 Dealer for the close of business on
the Business Day immediately preceding such date. If the Commercial Paper
Dealer does not quote a rate required to determine the 60-day "AA" Composite
Commercial Paper Rate, the 60-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.

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


                                      20


<PAGE>


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

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

     "Substitute 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 statistical rating organization or two nationally
recognized statistical rating organizations, respectively, selected by Merrill
Lynch, Pierce, Fenner & Smith Incorporated or its affiliates and successors,
after 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.

     "Valuation Date" means, for purposes of determining whether the
Corporation is maintaining the AMPS Basic Maintenance Amount and the Minimum
Liquidity Level, each Business Day commencing with the Date of Original Issue.

          (b) The foregoing definitions of Accountant's Confirmation, AMPS
     Basic Maintenance Amount, AMPS Basic Maintenance Cure Date, AMPS Basic
     Maintenance Report, Deposit Securities, Discounted Value, Dividend
     Coverage Amount, Dividend


                                      21


<PAGE>


     Coverage Assets, Independent Accountants, Market Value, Minimum Liquidity
     Level, Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure
     Period, S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and
     Valuation Date have been determined by the Board of Directors of the
     Corporation in order to obtain a "aaa" rating from Moody's and a AAA
     rating from S&P on the AMPS on their Date of Original Issue; and the
     Board of Directors of the Corporation shall have the authority to adjust,
     modify, alter or change from time to time the foregoing definitions if
     the Board of Directors of the Corporation determines and Moody's and S&P
     or any Substitute Rating Agency advises the Corporation in writing that
     such adjustment, modification, alteration or change will not adversely
     affect their then-current ratings on the AMPS.

     2. Dividends. (a) The Holders shall be entitled to receive, when, as and
if declared by the Board of Directors of the Corporation or a duly authorized
committee thereof, out of funds legally available therefor, cumulative
dividends each consisting of (i) cash at the Applicable Rate and (ii) a Right
to receive cash as set forth in paragraph 2(e) below, and no more, payable on
the respective dates set forth below. Dividends on the shares of AMPS so
declared and payable shall be paid (i) in preference to and in priority over
any dividends declared and payable on the Common Stock, and (ii) to the extent
permitted under the Code and to the extent available and in preference to and
priority over any dividends declared and payable on the Common Stock, out of
net tax-exempt income earned on the Corporation's investments. To the extent
permitted under the Code, dividends on shares of AMPS will be designated as
exempt-interest dividends up to the amount of net tax-exempt income of the
Corporation for purposes of Section 852 of the Code. No dividend on shares of
AMPS shall be paid or payable out of long-


                                      22


<PAGE>


term or short-term capital gains of the Corporation. For the purposes of this
section, the term "net tax-exempt income" shall exclude capital gains of the
Corporation.

          (b) (i) Cash dividends on shares of AMPS shall accumulate from the
     Date of Original Issue and shall be payable commencing on the Initial
     Dividend Payment Date and on each fourth Monday thereafter (in the case
     of AMPS other than Series E AMPS) and each Monday thereafter (in the case
     of Series E AMPS) (each such Monday being referred to herein as a "Normal
     Dividend Payment Date"); provided, however, that if any of such Normal
     Dividend Payment Date, the Friday preceding such Normal Dividend Payment
     Date or the Tuesday following such Normal Dividend Payment is not a
     Business Day, then the Dividend Payment Date shall be the second Business
     Day of the earliest series of three consecutive Business Days (the first
     and second of which need not be consecutive calendar days and the second
     and third of which must be consecutive calendar days), the first Business
     Day of which is no earlier than the Thursday preceding such Normal
     Dividend Payment Date (the Initial Dividend Payment Date and each
     subsequent date of payment of dividends being herein referred to as a
     "Dividend Payment Date"). Although any particular Dividend Payment Date
     may not occur on a Normal Dividend Payment Date because of the
     above-mentioned provisos, the next succeeding Dividend Payment Date shall
     be, subject to such provisos, the next Normal Dividend Payment Date.

          (ii) Each dividend shall be paid to the Holders as they appear in
     the Stock Register as of 12:00 noon, New York City time, on the Business
     Day preceding the Dividend Payment Date. Dividends in arrears for any
     past Dividend Period may be declared and paid at any time, without
     reference to any regular Dividend Payment Date,


                                      23


<PAGE>


     to the Holders as they appear on the Stock Register on a date, not
     exceeding 15 days prior to the payment date therefor, as may be fixed by
     the Board of Directors of the Corporation.

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

     The Applicable Dividend Rate for each Dividend Period commencing during a
Non-Payment Period shall be equal to the Non-Payment Period Rate. Except in
the case of the willful failure of the Corporation to pay a dividend on a
Dividend Payment Date or to redeem any shares of AMPS on the date set for such
redemption, any amount of any dividend due on any Dividend Payment Date (if,
prior to 12:00 noon, New York City time, on such Dividend Payment Date, the
Corporation has declared such dividend payable on or within three Business
Days after such Dividend Payment Date to the Holders of such shares of AMPS as
of 12:00 noon, New York City time, on the Business Day preceding such Dividend
Payment Date) or redemption price with respect to any shares of AMPS not paid
to such Holders when due may be paid to such Holders in the same form of funds
by 12:00 noon, New York City time, on any of the first three Business Days
after such Dividend Payment Date or due date, as the case may be, provided
that, such amount is accompanied by a late charge calculated for such period
of non-payment at the


                                      24


<PAGE>


Non-Payment Period Rate applied to the amount of such non-payment based on the
actual number of days comprising such period divided by 365. In the case of a
willful failure of the Corporation to pay a dividend on a Dividend Payment
Date or to redeem any shares of AMPS on the date set for such redemption, the
preceding sentence shall not apply and the Applicable Dividend Rate for the
Dividend Period commencing during the Non-Payment Period resulting from such
failure shall be the Non-Payment Period Rate. For the purposes of the
foregoing, payment to a person in same-day funds on any Business Day at any
time shall be considered equivalent to payment to such person in New York
Clearing House (next-day) funds at the same time on the preceding Business
Day, and any payment made after 12:00 noon, New York City time, on any
Business Day shall be considered to have been made instead in the same for of
funds and to the same person before 12:00 noon, New York City time, on the
next Business Day.

          (ii) The amount of cash dividends per share of AMPS payable (if
     declared) for any Dividend Period or part thereof shall be computed by
     multiplying the Applicable Rate for such Dividend Period by a fraction
     the numerator of which shall be the number of days in such Dividend
     Period or part thereof that such share was outstanding and the
     denominator of which shall be 365, multiplying the amount so obtained by
     $100,000, and rounding the amount so obtained to the nearest cent.

          (d) (i) Holders shall not be entitled to any dividends, whether
     payable in cash, property or stock, in excess of full cumulative
     dividends, as herein provided, on the shares of AMPS. No interest, or sum
     of money in lieu of interest, shall be payable in respect of any dividend
     payment on the shares of AMPS that may be in arrears.



                                      25


<PAGE>


               (ii) For so long as any share of AMPS is Outstanding, the
     Corporation shall not declare, pay or set apart for payment any dividend
     or other distribution (other than a dividend or distribution paid in
     shares of, or options, warrants or rights to subscribe for or purchase,
     Common Stock or other stock, if any, ranking junior to the shares of AMPS
     as to dividends or upon liquidation) in respect of the Common Stock or
     any other stock of the Corporation ranking junior to or on a parity with
     the shares of AMPS as to dividends or upon liquidation, or call for
     redemption, redeem, purchase or otherwise acquire for consideration any
     shares of the Common Stock or any other such junior stock (except by
     conversion into or exchange for stock of the Corporation ranking junior
     to the shares of AMPS as to dividends and upon liquidation) or any other
     such parity stock (except by conversion into or exchange for stock of the
     Corporation ranking junior to or on a parity with the shares of AMPS as
     to dividends and upon liquidation), unless (A) immediately after such
     transaction, the AMPS Basic Maintenance Amount and the 1940 Act AMPS
     Asset Coverage would be achieved, (B) full cumulative dividends on shares
     of AMPS and shares of other AMPS due on or prior to the date of the
     transaction have been declared and paid or shall have been declared and
     sufficient funds for the payment thereof deposited with the Auction
     Agent, (C) any Right required to be paid under paragraph 2(e) below on or
     before the date of such declaration or payment has been paid and (D) the
     Corporation has redeemed the full number of shares of AMPS required to be
     redeemed by any provision for mandatory redemption contained herein.

          (e) Each dividend shall consist of (i) cash at the Applicable
     Dividend Rate and (ii) a right (a "Right") to receive cash (as determined
     below). Each Right shall thereafter be independent of the share or shares
     of AMPS on which the dividend was


                                      26


<PAGE>


     paid. The Corporation shall cause to be maintained a record of each Right
     received by the respective Holders. The Corporation shall not be required
     to recognize any transfer of a Right. If the Internal Revenue Service
     promulgate or revokes any public notice. pronouncement, ruling,
     procedure, regulation or other administrative position, the effect of
     which could, in the opinion of counsel to the Corporation who is not an
     employee or officer of Merrill Lynch & Co., Inc., any of its subsidiaries
     or the Corporation, result in all or any portion of the dividends paid on
     the shares of AMPS during the most recently ended taxable year of the
     Corporation being included in the gross income (as defined in Section 61
     of the Code) of a Rightholder (as defined below) ("Nonqualifying
     Distributions") because the Corporation must allocate ordinary income or
     capital gains to the shares of AMPS, the applicable Rights shall entitle
     the holders thereof ("Rightholders") to additional cash (as set forth
     below), unless, within 270 days after the close of any taxable year of
     the Corporation, the Corporation receives an opinion of such counsel that
     notwithstanding such promulgation or revocation, the Corporation should
     not be required to allocate ordinary income and capital gains to the
     shares of AMPS. If the Corporation does not receive such opinion within
     270 days after the close of the first taxable year of the Corporation for
     which such promulgation or revocation would be effective, the Corporation
     shall provide notice to the Auction Agent that Rightholders are entitled
     to additional cash (as set forth below). The Auction Agent will mail a
     copy of such notice to each Rightholder at the address specified in such
     Rightholder's Master Purchaser's Letter as promptly as practicable after
     its receipt of such notice from the Corporation. The Corporation will
     within 30 days after such notice is given to the Auction Agent pay to the
     Auction Agent (who will then distribute to Rightholders), out


                                      27


<PAGE>


     of funds legally available therefor, cash in satisfaction of the
     applicable Rights in an amount specified below with respect to all
     Nonqualifying Distributions made during such fiscal year.

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

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

     If, for any fiscal year, the Corporation distributed no capital gains or
taxable income to shares of AMPS, then the amount of each Additional Dividend
with respect to that year shall be zero.

          (f) No fractional share of AMPS shall be issued.


                                      28


<PAGE>


     3. Liquidation Rights. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the Holders shall be
entitled to receive, out of the assets of the Corporation available for
distribution to shareholders, before any distribution or payment is made upon
any Common Stock or any other capital stock ranking junior in right of payment
upon liquidation to the AMPS, the sum of $100,000 per share plus accumulated
but unpaid dividends (whether or not earned or declared) thereon to date of
distribution, and after such payment the holders of AMPS will be entitled to
no other payments. If upon any liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the AMPS and any other
Outstanding class or series of Preferred Stock of the Corporation ranking on a
parity with the AMPS as to payment upon liquidation are not paid in full, the
Holders and the holders of such other class or series will share ratably in
any such distribution of assets in proportion to the respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the Holders will not be
entitled to any further participation in any distribution of assets by the
Corporation. A consolidation or merger of the Corporation with or into any
other corporation or corporations or a sale, whether for cash, shares of
stock, securities or properties, of all or substantially all or any part of
the assets of the Corporation shall not be deemed or construed to be a
liquidation, dissolution or winding up of the Corporation.

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

          (i) To the extent permitted under the 1940 Act and Maryland law,
     upon giving a Notice of Redemption, the Corporation at its option may
     redeem shares of AMPS, in whole or in part, on the next succeeding
     scheduled Dividend Payment Date


                                      29


<PAGE>


     applicable to 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 accumulated but unpaid to
     the date fixed for redemption (whether or not earned or declared). The
     Corporation may not give a Notice of Redemption relating to an optional
     redemption as described in this paragraph 4(a)(i) unless, at the time of
     giving such Notice of Redemption, the Corporation has available Deposit
     Securities with maturity or tender dates not later than the day preceding
     the applicable redemption date and having a value not less than the
     amount due to Holders by reason of the redemption of their shares of AMPS
     on such redemption date.

          (ii) The Corporation shall redeem, out of funds legally available
     therefor, at a redemption price equal to $100,000 per share plus
     accumulated but unpaid dividends (whether or not earned or declared) to
     the date of redemption, shares of AMPS to the extent permitted under the
     1940 Act and Maryland law, on a date fixed by the Board of Directors, if
     the Corporation fails to maintain the AMPS Basic Maintenance Amount or
     the 1940 Act AMPS Asset Coverage and such failure is not cured on or
     before the AMPS Basic Maintenance Cure Date or the 1940 Act Cure Date
     (herein referred to respectively as the "Cure Date"), as the case may be.
     The number of shares of AMPS to be redeemed shall be equal to the lesser
     of (i) the minimum number of shares of AMPS the redemption of which, if
     deemed to have occurred immediately prior to the opening of business on
     the Cure Date, together with all shares of other Preferred Stock subject
     to redemption or retirement, would result in the satisfaction of the AMPS
     Basic Maintenance Amount or the 1940 Act Asset Coverage, as the case may
     be, on such Cure Date (provided that, if there is no such minimum number
     of shares of AMPS and shares of other Preferred Stock


                                      30


<PAGE>


     the redemption of which would have such result, all shares of AMPS 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. In determining the number of shares of
     AMPS required to be redeemed in accordance with the foregoing, the
     Corporation shall allocate the number required to be redeemed to satisfy
     the AMPS Basic Maintenance Amount or the 1940 Act AMPS Asset Coverage, as
     the case may be, pro rata among shares of AMPS, Other AMPS and other
     Preferred Stock subject to redemption pursuant to provisions similar to
     those contained in this paragraph 4(a)(ii). The Corporation shall effect
     such redemption on a Business Day which is not later than 45 days after
     such Cure Date, except that if the Corporation does not have funds
     legally available for the redemption of all of the required number of
     shares of AMPS and shares of other Preferred Stock which are subject to
     mandatory redemption or the Corporation otherwise is unable to effect
     such redemption on or prior to 45 days after such Cure Date, the
     Corporation shall redeem those shares of AMPS which it is unable to
     redeem on the earliest practicable date on which it is able to effect
     such redemption.

     (b) Notwithstanding any other provision of this paragraph 4, no shares of
AMPS may be redeemed pursuant to paragraph 4(a)(i) of these Articles
Supplementary unless all dividends in arrears on all remaining outstanding
shares of Parity Stock shall have been or are being contemporaneously paid or
declared and set apart for payment. In the event that less than all the
outstanding shares of AMPS are to be redeemed and there is more than one
Holder, the shares to be redeemed shall be selected by lot or such other
method as the Corporation shall deem fair and equitable.


                                      31


<PAGE>


     (c) Whenever shares of AMPS are to be deemed, the Corporation, not less
than 10 nor more than 30 days prior to the date fixed for redemption, shall
mail a notice ("Notice of Redemption") by first-class mail, postage prepaid,
to each Holder of shares of AMPS to be redeemed and to the Auction Agent. The
Notice of Redemption shall also be published in the eastern and national
editions of The Wall Street Journal. The Notice of Redemption shall set forth
(i) the redemption date, (ii) the amount of the redemption price, (iii) the
aggregate number of shares of AMPS to be redeemed, (iv) the place or places
where shares of AMPS are to be surrendered for payment of the redemption
price, (v) a statement that dividends on the shares to be redeemed shall cease
to accumulate on such redemption date and (vi) the provision pursuant to which
such shares are being redeemed. No defect in the Notice of Redemption or in
the mailing or publication thereof shall affect the validity of the redemption
proceedings, except as required by applicable law.

     If the Notice of Redemption shall have been given as aforesaid and,
concurrently or thereafter, the Corporation shall have deposited in trust with
the Auction Agent the redemption payment for the shares of AMPS as to which
such Notice of Redemption has been given with irrevocable instructions and
authority to pay the redemption price to the Holders of such shares, then upon
the date of such deposit or, if no such deposit is made, then upon such date
fixed for redemption (unless the Corporation shall default in making the
redemption payment), all rights of the Holders of such shares of shareholders
of the Corporation by reason of the ownership of such shares will cease and
terminate (except their right to receive the redemption price in respect
thereof, but without interest), and such shares shall no longer be deemed
outstanding. The Corporation shall be entitled to receive, from time to time,
from the Auction Agent the interest, if any, on such moneys deposited with it
and the Holders of any shares so redeemed shall have no


                                      32


<PAGE>


claim to any of such interest. In case the Holder of any shares so called for
redemption shall not claim the redemption payment for his shares within one
year after the date of redemption, the Auction Agent shall, upon demand, pay
over to the Corporation such amount remaining on deposit and the Auction Agent
shall thereupon be relieved of all responsibility to the Holder of such shares
called for redemption and such Holder thereafter shall look only to the
Corporation for the redemption payment.

     5. Voting Rights. (a) General. Except as otherwise provided in the
Charter or by law, each Holder of shares of AMPS shall be entitled to one vote
for each share held on each matter submitted to a vote of shareholders of the
Corporation, and the holders of outstanding shares of Preferred Stock,
including AMPS, and of shares of Common Stock shall vote together as a single
class; provided that, at any meeting of the shareholders of the Corporation
held for the election of directors, the holders of shares of Preferred Stock,
including AMPS, represented in person or by proxy at said meeting, shall be
entitled, as a class, to the exclusion of the holders of all other securities
and classes of capital stock of the Corporation, to elect two directors of the
Corporation, each share of Preferred Stock, including AMPS, entitling the
holder thereof to one vote. Subject to paragraph 5(b) hereof, the holders of
outstanding shares of common stock, voting as a single class, shall elect the
balance of the directors.

     (b) Right to Elect Majority of Board of Directors. During any period in
which any one or more of the conditions described below shall exist (such
period being referred to herein as a "Voting Period"), the number of directors
constituting the Board of Directors shall be automatically increased by the
smallest number that, when added to the two directors elected exclusively by
the holders of shares of Preferred Stock, would constitute a majority of the
Board of Directors as so increased by such smallest number; and the holders of
shares of Preferred


                                      33


<PAGE>


Stock shall be entitled, voting as a class on a one-vote-per-share basis (to
the exclusion of the holders of all other securities and classes of capital
stock of the Corporation), to elect such smallest number of additional
directors, together with the two directors that such holders are in any event
entitled to elect. A Voting Period shall commence:

          (i) if at the close of business on any Dividend Payment Date
     accumulated dividends (whether or not earned or declared, and whether or
     not funds are then legally available in an amount sufficient therefor) on
     the outstanding shares of AMPS equal to at least two full years'
     dividends shall be due and unpaid and sufficient cash or specified
     securities shall not have been deposited with the Paying Agent for the
     payment of such accumulated dividends; or

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

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

          (c) Right to Vote with Respect to Certain Other Matters. So long as
     any shares of AMPS are outstanding, the Corporation shall not, without
     the affirmative vote or consent of the holders of a majority of the
     outstanding shares of Preferred Stock outstanding at the time, in person
     or by proxy, either in writing or at a meeting (voting separately as one
     class): (i) authorize, create or issue, or increase the authorized or
     issued amount of, any class or series of stock ranking prior to or on a
     parity with any series of


                                      34


<PAGE>


     Preferred Stock with respect to payment of dividends or the distribution
     of assets on liquidation (other than the Other AMPS issued on the Date of
     Original Issue), or increase the authorized amount of AMPS, or (ii)
     amend, alter or repeal the provisions of the Charter, whether by merger,
     consolidation or otherwise, so as to affect any preference, right or
     power of any series Preferred Stock or the holders thereof. The
     Corporation shall notify Moody's or S&P 10 Business Days prior to any
     such vote described in clause (i) or (ii). Unless a higher percentage is
     provided for under the Charter, the affirmative vote of the holders of a
     majority of the outstanding shares of Preferred Stock, including AMPS,
     voting together as a single class, will be required to approve any plan
     of reorganization adversely affecting such shares or any action requiring
     a vote of security holders under Section 13(a) of the 1940 Act. The class
     vote of holders of shares of Preferred Stock, including AMPS, described
     above will in each case be in addition to a separate vote of the
     requisite percentage of shares of common stock and shares of Preferred
     Stock, including AMPS, necessary to authorize the action in question.

          (d) Voting Procedures.

               (i) As soon as practicable after the accrual of any right of
          the holders of shares of Preferred Stock to elect additional
          directors as described in paragraph 5(b) above, the Corporation
          shall notify the Auction Agent and the Auction Agent shall call a
          special meeting of such holders, by mailing a notice of such special
          meeting to such holders, such meeting to be held not less than 10
          nor more than 20 days after the date of mailing of such notice. If
          the Corporation fails to send such notice to the Auction Agent or if
          the Auction Agent does not call such a special meeting, it may be
          called by any such holder on like notice. The record


                                      35


<PAGE>


          date for determining the holders entitled to notice of and to vote
          at such special meeting shall be the close of business on the fifth
          Business Day preceding the day on which such notice is mailed. At
          any such special meeting and at each meeting held during a Voting
          Period, such holders, voting together as a class (to the exclusion
          of the holders of all other securities and classes of capital stock
          of the Corporation), shall be entitled to elect the number of
          directors prescribed in paragraph 5(b) above on a one-vote-per-share
          basis. At any such meeting or adjournment thereof in the absence of
          a quorum, a majority of such holders present in person or by proxy
          shall have the power to adjourn the meeting without notice, other
          than an announcement at the meeting, until a quorum is present.

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

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


                                      36


<PAGE>


          elected by the holders of the Common Stock and Preferred Stock,
          shall constitute the duly elected directors of the Corporation.

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

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

               (f) Notification to S&P. In the event a vote of Holders of AMPS
          is required pursuant to the provisions of Section 13(a) of the 1940
          Act, the Corporation shall, not later than ten business days prior
          to the date on which such vote is to be taken, notify S&P that such
          vote is to be taken and the nature of the action with respect to
          which such vote is to be taken.


                                      37


<PAGE>


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

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

               (b) On or before 5:00 p.m., New York City time, on the third
          Business Day after a Valuation Date on which the Corporation fails
          to satisfy the AMPS Basic Maintenance Amount, the Corporation shall
          complete and deliver to the Auction Agent, Moody's and S&P an AMPS
          Basic Maintenance Report as of the date of such failure, which will
          be deemed to have been delivered to the Auction Agent if the Auction
          Agent receives a copy or telecopy, telex or other electronic
          transcription thereof and on the same day the Corporation mails to
          the Auction Agent for delivery on the next Business Day the full
          AMPS Basic Maintenance Report. The Corporation will also deliver an
          AMPS Basic Maintenance Report to the Auction Agent, Moody's and S&P
          and a Certificate of Minimum Liquidity to S&P as of (i) the
          fifteenth day of each month (or, if such day is not a Business Day,
          the next succeeding Business Day) and (ii) the last Business Day of
          each


                                      38


<PAGE>


          month, in each case on or before the third Business Day after such
          day. A failure by the Corporation to deliver an AMPS Basic
          Maintenance Report under this paragraph 7(b) shall be deemed to be
          delivery of an AMPS Basic Maintenance Report indicating the
          Discounted Value for all assets of the Corporation is less than the
          AMPS Basic Maintenance Amount, as of the relevant Valuation Date.

               (c) Within ten Business Days after the date of delivery of an
          AMPS Basic Maintenance Report and a Certificate of Minimum Liquidity
          in accordance with paragraph 7(b) above relating to a Quarterly
          Valuation Date, the Independent Accountant will confirm in writing
          to the Auction Agent, S&P and Moody's (i) the mathematical accuracy
          of the calculations reflected in such Report (and in any other AMPS
          Basic Maintenance Report, randomly selected by the Independent
          Accountant, that was delivered by the Corporation during the quarter
          ending on such Quarterly Valuation Date) and (with respect to S&P
          only while S&P is rating the AMPS) such


                                      39


<PAGE>


Certificate, (ii) that, in such Report (and in such randomly selected Report),
the Corporation determined in accordance with these Articles Supplementary the
assets of the Corporation which constitute S&P eligible Assets or Moody's
Eligible Assets, as the case may be, at such Quarterly Valuation Date, (iii)
that, in such Report (and in such randomly selected Report), the Corporation
determined in accordance with these Articles Supplementary whether the
Corporation had, at such Quarterly Valuation Date (and at the Valuation Date
addressed in such randomly-selected Report), S&P Eligible Assets of an
aggregate Discounted Value at least equal to the AMPS Basic Maintenance Amount
and Moody's Eligible Assets of an aggregate Discounted Value at least equal to
the AMPS Basic Maintenance Amount, (iv) that (with respect to S&P only) in
such Certificate, the Corporation determined the Minimum Liquidity Level and
the Corporation's Deposit Securities in accordance with these Articles
Supplementary, including maturity or tender date, (v) with respect to the S&P
rating on Municipal Bonds, and Senior Debt Obligations, issuer name, issue
size and coupon rate listed in such Report and (with respect to S&P only) such
Certificate, that information has been traced and agrees with the information
listed in The Stand & Poor's Bond Guide (in the event such information does
not agree or such information is not listed in The Standard & Poor's Bond
Guide, the Independent Account will inquire of S&P what such information is,
and provide a listing in their letter of such difference, if any), (vi) with
respect to the Moody's ratings on Municipal Bonds, issuer name, issue size and
coupon rate listed in such Report and (with respect to S&P only) such
Certificate, that information has been traced and agrees with the information
listed in Moody's Bond Record (in the event such information does not agree or
such information is not listed in Moody's Bond Record, the Independent Account
will inquire of Moody's what such information is, and provide a listing in
their letter of such differences), and (vii) with respect to the bid or mean
price (or such


                                      40


<PAGE>


alternative permissible factor used in calculating the Market Value) provided
by the custodian of the Corporation's assets to the Corporation for purposes
of valuing securities in the Corporation's portfolio, the Independent Account
has traced the price used in such Report and (with respect to S&P only) such
Certificate to the bid or mean price listed in the Report and (with respect to
S&P only) such Certificate as provided to the Corporation and verified that
such information agrees (in the event such information does not agree, the
Independent Account will provide a listing in its letter of such differences)
(such confirmation is herein called the "Accountant's Confirmation").

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

     (e) If any Accountant's Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph 7 shows that an error was made in the AMPS Basic
Maintenance Report for a particular 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 S&P Eligible Assets or Moody's
eligible Assets, as the case may be, of the Corporation was determined by the
Independent Accountant, the calculation or determination made by such
Independent Account shall be final and conclusive and shall be binding on the
Corporation, and the Corporation shall accordingly amend and deliver the AMPS
Basic Maintenance Report to the


                                      41


<PAGE>


Auction Agent, S&P and Moody's promptly following receipt by the Corporation
of such Accountant's Confirmation.

     (f) On or before 5:00 p.m., New York City time, on the first Business Day
after the Date of original issue of the shares of AMPS, the Corporation will
complete and deliver to S&P on AMPS Basic Maintenance Report as of the close
of business on such Date of Original Issue. Within five business days of such
Date of Original Issue, the Independent Accountant will confirm in writing to
S&P (i) the mathematical accuracy of the calculations reflected in such Report
and (ii) that the amount of S&P Eligible Assets reflected thereon equals or
exceeds the AMPS Basic Maintenance Amount reflected thereon.

     8. Minimum Liquidity Level. (i) The Corporation shall be required to
have, as of each Valuation Date, Dividend Coverage Assets with respect to each
share of AMPS having a value not less than the Dividend Coverage Assets with
respect to such share.

     (ii) As of each Valuation Date as long as any shares of AMPS are rated by
S&P, the Corporation shall determine (A) the Market Value of the Dividend
Coverage Assets owned by the Corporation as of that Valuation Date, (B) the
Dividend Coverage Amount on that Valuation Date, and (C) whether the Minimum
Liquidity Level is met as of that Valuation Date. The calculations of the
Dividend Coverage Assets, the Dividend Coverage Amount and whether the Minimum
Liquidity Level is met shall be set forth in a certificate (a "Certificate of
Minimum Liquidity") dated as of the Valuation Date. The AMPS Basic Maintenance
Report and the Certificate of Minimum Liquidity may be combined in one
certificate. The Corporation shall cause the Certificate of Minimum Liquidity
to be delivered to the auction Agent not later than the close of business on
the third Business Day after the Valuation Date. The Minimum


                                      42


<PAGE>


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 set 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.

     (iii) If the Minimum Liquidity Level is not met as of any Valuation Date,
then the Corporation shall purchase or otherwise acquire Dividend Coverage
Assets 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.



     9. Certain Other Restrictions. for so long as any shares of AMPS are
Outstanding, the Corporation will not, unless it has received written
confirmation from Moody's and S&P that any such action would not impair the
ratings then assigned by Moody's and S&P to shares of AMPS engage in any one
or more of the following transactions:

          (a) buy or sell future contracts or write put or call options
(except covered call options written by the Fund); or


                                      43


<PAGE>


          (b) borrow money except for the purpose of clearing transactions in
portfolio securities (which borrowings shall be limited to an amount equal to
5% of the value of the Corporation's assets at the time of such borrowings).

     10. Notice. All notices or communications, unless otherwise specified in
the By-laws of the Corporation or these Articles Supplementary, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date seven days after which such notice is mailed.



     11. Auction Procedures. (a) Certain definitions. As used in this
paragraph 11, the following terms shall have the following meanings, unless
the context otherwise requires:

          (i) "AMPS" shall mean the shares of AMPS being auctioned pursuant to
this paragraph 11.

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

          (iii) "Available AMPS" shall have the meaning specified in paragraph
11(d)(i) below.

          (iv) "Bid" shall have the meaning specified in paragraph 11(b)(i)
below.

          (v) "Bidder" shall have the meaning specified in paragraph 11(b)(i)
below.

          (vi) "Holder Order" shall have the meaning specified in paragraph
11(b)(i) below.


                                      44
<PAGE>

          (vii) "Maximum Applicable Rate," on any Auction Date, shall mean the
rate obtained by multiplying the 60-day "AA" Composite Commercial Paper Rate
on such Auction Late by a 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 selected as provided below or, in the event
that only one such rating shall be available, the percentage will be based on
such rating).

                       Credit Rating
     ------------------------------------------------
                                                              Applicable
               S&P                    Moody's                 Percentage
     -----------------------  -----------------------  -----------------------

     AA- or Above             "aa3" or Above                    110%

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

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

     Below BBB-               Below "baa3"                      200%

     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 take 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 affiliates and successors, after consultation with
     the Corporation, shall select a nationally recognized statistical rating
     organization or two nationally recognized statistical rating
     organizations to act as a substitute rating agency or substitute rating
     agencies, as the case may be.

          (viii) "Order" shall have the meaning specified in paragraph
11(b)(i) below.

          (ix) "Sell Order" shall have the meaning specified in paragraph
11(b)(i) below.


                                      45


<PAGE>


          (x) "Submission Deadline" shall mean 1:00 P.M., New York City time,
on any Auction Date or such other time on any Auction Date as may be specified
by the Auction Agent from time to time as the time by which each Broker-Dealer
must submit to the Auction Agent in writing all orders obtained by it for the
Auction to be conducted on such Auction Date.

          (xi) "Submitted Bid" shall have the meaning specified in paragraph
11(b)(i) below.

          (xii) "Submitted Hold Order" shall have the meaning specified in
paragraph 11(b)(i) below.

          (xiii) "Submitted Order" shall have the meaning specified in
paragraph 11(b)(i) below.

          (xiv) "Submitted Sell Order" shall have the meaning specified in
paragraph 11(b)(i) below.

          (xv) "Sufficient Clearing Bids" shall have the meaning specified in
paragraph 11(b)(i) below.

          (xvi) "Winning Bid Rate" shall have the meaning specified in
paragraph 11(b)(i) below.

     (b) Order 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 succeeding 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 specified by such Existing Holder; and/or

                         (3) the number of Outstanding share, 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


                                      46


<PAGE>

                    (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 11(b)(i) is hereinafter referred to as an "Order" and
          each Existing Holder and each Potential Holder placing an Order is
          hereinafter referred to as a "Bidder"; an Order containing the
          information referred to in clause (A)(1) of this paragraph 11(b)(i)
          is hereinafter referred to as a "Hold Order"; an Order containing
          the information referred to in clause (A)(2) or (B) of this
          paragraph 11(b)(i) is hereinafter referred to as a "Bid"; and an
          Order containing the information referred to in clause (A)(3) of
          this paragraph 11(b)(i) is hereinafter referred to as a "Sell
          Order".

                    (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; or

                         (2) such number or a lesser number of Outstanding
               shares of AMPS to be determined as set forth in paragraph
               11(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 11(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
               11(e)(ii)(C) if Sufficient Clearing Bids do not exist.

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


                                      47


<PAGE>


                         (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 of a lesser number of Outstanding
               shares of AMPS to be determined as set forth in paragraph
               11(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 or through the
Auction Agent's Auction Proceeding System to the Auction Agent prior to the
Submission Deadline on each Auction Date all Orders obtained by such
Broker-Dealer and 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;

                    (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 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



                                      48


<PAGE>


                    (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
Order submitted to the auction Agent.

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

                    (A) any Holder 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
          Holder 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 Holder Orders shall be reduced pro rata so that


                                      49


<PAGE>


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

                    (B) any Bids submitted on behalf of such Existing Holder
          shall be considered valid, in the ascending order of their
          respective rates per annum if more than one Bid is submitted on
          behalf of such Existing Holder, up to and including the excess of
          the number of Outstanding shares of AMPS held by such Existing
          Holder, 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 Holder Order referred to in paragraph
          11(c)(iv)(A) above (and if more than one Bid submitted on behalf of
          such Existing Holder specifies the same rate per annum and together
          they cover more than the remaining number of shares that can be the
          subject of valid Bids after application of paragraph 11(c)(iv)(A)
          above and of the foregoing portion of this paragraph 11(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 of Bids not valid under this paragraph 11(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 11(c)(iv)(A) and
          Bids referred to in paragraph 11(c)(iv)(B); provided


                                      50
<PAGE>

          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 per annum and
number of shares of AMPS 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 hereafter referred to individually as a "Submitted
Holder Order", a "Submitted Bid" or a "Submitted Sell Order", as the case may
be, or as a "Submitted Order") and shall determine:

                    (A) the excess of the total number of Outstanding shares
          of AMPS over the number of Outstanding shares of AMPS that are the
          subject of Submitted Holder 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


                                      51


<PAGE>


          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 or 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 exits (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 Holder Orders), such Submitted Bids by Potential
               Holders being hereinafter referred to collectively as
               "Sufficient Clearing Bids"); and

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

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

                         (2) each Submitted Bid from Potential Holders
               specifying and Winning Bid Rate and all other Submitted Bids
               from


                                      52


<PAGE>


               Potential Holders specifying lower rates per annum were
               accepted, thus entitling the Potential Holders to purchase the
               shares of AMPS that are the subject of such Submitted Bids,
               would result in the number of shares subject to all Submitted
               Bids specifying the Winning Bid Rate or a lower rate per annum
               being at least equal to the Available AMPS.

          (ii) Promptly after the Auction Agent has made the determinations
pursuant to paragraph 11(d)(i), the Auction Agent shall advise the Corporation
of the Maximum Applicable Rate and, based on such determinations, the
Applicable Rate for the next succeeding Dividend Period as follows:

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

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

                    (C) if 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 59% of the 60-day
          "AA" Composite Commercial Paper Rate on the date of the Auction.

          (a) Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocations of Shares. Based on the determinations made pursuant to
paragraph 11(d)(i), the


                                      53


<PAGE>


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 11(e)(iii) and paragraph 11(e)(iv), Submitted Bids and
Submitted Sell Orders shall be accepted or rejected in the following order of
priority and all other Submitted Bids shall be rejected:

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

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

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

                    (D) the Submitted Bid of each of the Existing Holders
          specifying a rate per annum that is equal to the Winning Bid Rate
          shall be rejected, thus entitling each such Existing Holder to
          continue to hold the


                                      54


<PAGE>


          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 paragraph 11(e)(i)(B) and paragraph
          11(e)(i)(C), in which event the Submitted Bids of each such Existing
          Holder shall be accepted, and each such Existing Holder shall be
          required to sell Outstanding shares of AMPS, but only in an amount
          equal to the difference (1) the number of Outstanding shares of AMPS
          then held by such Existing Holder subject to such Submitted Bid and
          (2) the number of shares of AMPS obtained by multiplying (x) the
          number 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 but only in an amount equal to the number of
          Outstanding shares of AMPS obtained by multiplying (x) the
          difference between the Available AMPS and the number of Outstanding
          shares of AMPS subject to submitted Bids described in paragraph
          11(e)(i)(B), paragraph 11(e)(i)(C) and


                                      55


<PAGE>


          paragraph 11(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 11(e)(iii), Submitted Orders
shall be accepted or rejected as follows in the following order of priority
and all other Submitted Bids shall be rejected:

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

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

                    (C) the Submitted Bids of each Existing Holder specifying
          any rate per annum that is higher than the Maximum Applicable Rate
          shall be accepted and the Submitted Sell Orders of each Existing
          Holder shall be accepted, in both cases only in an amount equal to
          the difference between (1) the number of Outstanding shares of AMPS
          then held by such Existing Holder subject to such


                                      56


<PAGE>


          Submitted Bid or Submitted Sell Order and (2) the number of shares
          of AMPS obtained by multiplying (x) the difference between the
          Available AMPS and the aggregate number of Outstanding shares of
          AMPS subject to Submitted Bids described in paragraph 11(e)(ii)(A)
          and paragraph 11(e)(ii)(B) 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 or Submitted Sell
          Order and the denominator of which shall be the number of
          Outstanding shares of AMPS subject to all such Submitted Bids and
          Submitted Sell Orders.

          (iii) If, as a result of the procedures described in paragraph
11(e)(i) or paragraph 11(e)(ii), any Existing Holder would be entitled or
required to sell, or any Potential Holder would be entitled or required to
purchase, a fraction of a share of AMPS on any Auction Date, the Auction Agent
shall, in such manner as in its sole discretion it shall determine, round up
or down the number of shares of AMPS to be purchased or sold by any Existing
Holder or Potential Holder on such Auction Date so that each Outstanding share
of AMPS purchased or sold by each Existing Holder or Potential Holder on such
Auction Date shall be a whole share of AMPS.

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


                                      57


<PAGE>


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

     (f) Miscellaneous. The Board of Directors may interpret the provisions of
this paragraph 11 to resolve any inconsistency or ambiguity, remedy any formal
defect or make any other change or modification that does not adversely affect
the rights of Existing Holders of AMPS. An Existing Holder (A) may sell,
transfer or otherwise dispose of shares of AMPS only pursuant to a Bid or Sell
Order in Accordance with the procedures described in this paragraph 11 or to
or through a Broker-Dealer or to a Person that has delivered a signed copy of
a Purchaser's Letter to the Auction Agent, provided that in the case of all
transfers other than pursuant to Auctions such Existing Holder, its
Broker-Dealer or its Agent Member advises the Auction Agent of such transfer
and (B) except as otherwise required by law, shall have the ownership of the
shares of AMPS held by it maintained in book entry form by the Securities
Depository in the account of its Agent Member, which in turn will maintain
records of such Existing Holder's beneficial ownership. Neither the
Corporation nor any Affiliate shall submit an Order in any


                                      58


<PAGE>


Auction. Any Existing Holder that is an Affiliate shall not sell, transfer or
otherwise dispose of shares of AMPS to any Person other than the Corporation.
All of the Outstanding shares of AMPS shall be represented by a single
certificate registered in the name of the nominee of the Securities Depository
unless otherwise required by law or unless there is no Securities Depository.
If there is no Securities Depository, at the corporation's option and upon its
receipt of such documents as it deems appropriate, any shares of AMPS may be
registered in the Stock Register in the name of the Existing Holder thereof
and such Existing Holder thereupon will be entitled to receive certificates
therefor and required to deliver certificates therefor upon transfer or
exchange thereof.

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

     (b) If the Applicable Rate applicable to all shares of AMPS shall be the
Non-Payment Period Rate or there is no Securities Depository, the Corporation
may at its option issue one or more new certificates with respect to such
shares (without the legend referred to in


                                      59


<PAGE>


paragraph 12(a)) registered in the names of the Existing Holders of their
nominees and rescind the stop-transfer instructions referred to in paragraph
12(a) with respect to such shares.

     IN WITNESS WHEREOF, MUNIVEST 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 hereunto affixed and attested by its Secretary, and the said officers of
the Corporation further acknowledged said instrument to be the corporate act
of the corporation, and stated under the penalties of perjury that to the best
of their knowledge, information and belief the matters and facts therein set
forth with respect to approval are true in all material respects, all on
December 7, 1988.



                                 MUNIVEST FUND, INC.



                                  By  /s/ Terry K. Glenn
                                      ----------------------------------------
                                      Terry K. Glenn, Executive Vice President



Attest:





/s/ Mark B. Goldfus
----------------------------------

Mark B. Goldfus, Secretary



                                      60

</TEXT>
</DOCUMENT>
