<DOCUMENT>
<TYPE>EX-99.2(A)(9)
<SEQUENCE>10
<FILENAME>efc4-1273_exh992a9.txt
<TEXT>
                                                                Exhibit (a)(9)

                              MUNIVEST FUND, INC.

                 Articles Supplementary creating one series of

                        Auction Market Preferred Stock


         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 authorized the issuance of one series of 3,000 shares of
preferred stock, par value $.10 per share, liquidation preference $25,000 per
share plus an amount equal to accumulated but unpaid dividends (whether or not
earned or declared) thereon, to be designated Auction Market Preferred Stock,
Series F.

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

                                  DESIGNATION

         A series of 3,000 shares of preferred stock, par value $.10 per
share, liquidation preference $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series F." Each share of
Auction Market Preferred Stock, Series F (sometimes referred to herein as
"AMPS") shall be issued on a date to be determined by the Board of Directors
of the Corporation or pursuant to their delegated authority; have an Initial
Dividend Rate and an Initial Dividend Payment Date as shall be determined in
advance of the issuance thereof by the Board of Directors of the Corporation
or pursuant to their delegated authority; and have such other





<PAGE>



preferences, voting powers, limitations as to dividends, qualifications and
terms and conditions of redemption as are set forth in these Articles
Supplementary. The Auction Market Preferred Stock, Series F shall constitute a
separate series of preferred stock of the Corporation, and each share of
Auction Market Preferred Stock, Series F shall be identical.




                                      2
<PAGE>



          1. Definitions.

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

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

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

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

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

          "AMPS" means the Auction Market Preferred Stock, Series F.

          "AMPS Basic Maintenance Amount," as of any Valuation Date, means the
dollar amount equal to (i) the sum of (A) the product of the number of shares
of AMPS and Other AMPS Outstanding on such Valuation Date multiplied by the
sum of (a) $25,000 and (b) any applicable redemption premium attributable to
the designation of a Premium Call Period; (B) the aggregate amount of cash
dividends (whether or not earned or declared) that will have accumulated for
each share of AMPS and Other AMPS Outstanding, in each case, to (but not
including) the end of the current Dividend Period that follows such Valuation
Date in the event the then current Dividend Period will end within 49 calendar
days of such Valuation Date or through the 49th day after such Valuation Date
in the event the then current Dividend Period will not end within 49




                                      3
<PAGE>


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



                                      4
<PAGE>



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

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

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


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

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

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

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

          "Auction Agent" means The Bank of New York unless and until another
commercial bank, trust company or other financial institution appointed by a
resolution of the Board of Directors of the Corporation or a duly authorized
committee thereof enters into an agreement with the Corporation to follow the
Auction Procedures for the purpose of determining the



                                      5
<PAGE>



Applicable Rate and to act as transfer agent, registrar, dividend disbursing
agent and redemption agent for the AMPS and Other AMPS.

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

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

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

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

          "Broker-Dealer" means any broker-dealer, or other entity permitted
by law to perform the functions required of a Broker-Dealer in paragraph 10 of
these Articles Supplementary, that has been selected by the Corporation and
has entered into a Broker-Dealer Agreement with the Auction Agent that remains
effective.

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

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




                                      6
<PAGE>



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

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

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

          "Corporation" means 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
A2 (having a remaining maturity of 12 months or less), P-1, VMIG-1 or MIG-1 by
Moody's or A (having a remaining maturity of 12 months or less), A-1+ or SP-1+
by S&P or A (having a remaining maturity of 12 months or less) or F-1+ by
Fitch.

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

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

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

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




                                      7
<PAGE>



          "Fitch" means Fitch Ratings or its successors.

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

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

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

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

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

          "Initial Dividend Period," with respect to the 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.



                                      8
<PAGE>




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

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

          "Inverse Floaters" means trust certificates or other instruments
evidencing interests in one or more Municipal Bonds that qualify as (i) S&P
Eligible Assets the interest rates on which are adjusted at short term
intervals on a basis that is inverse to the simultaneous readjustment of the
interest rates on corresponding floating rate trust certificates or other
instruments issued by the same issuer, provided that the ratio of the
aggregate dollar amount of floating rate instruments to inverse floating rate
instruments issued by the same issuer does not exceed one to one at their time
of original issuance unless the floating rate instrument has only one reset
remaining until maturity or (ii) Moody's Eligible Assets the interest rates on
which are adjusted at short term intervals on a basis that is inverse to the
simultaneous readjustment of the interest rates on corresponding floating rate
trust certificates or other instruments issued by the same issuer, provided
that (a) such Inverse Floaters are rated by Moody's with the Adviser having
the capability to collapse (or relink) within seven (7) days as a liquidity
enhancement measure, and (b) the issuer of such Inverse Floaters employs a
leverage factor (i.e., the ratio of underlying capital appreciation bonds or
other instruments to residual long-term derivative instruments) of not more
than 2:1.

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




                                      9
<PAGE>



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



                                      10
<PAGE>



rates not being supplied by the LIBOR Dealer; provided further, that if the
LIBOR Dealer and Substitute LIBOR Dealers are required but unable to determine
a rate in accordance with at least one of the procedures provided above, the
LIBOR Rate shall be the LIBOR Rate as determined on the previous Auction Date.
If the number of Dividend Period days shall be (i) 7 or more but fewer than 21
days, such rate shall be the seven-day LIBOR rate; (ii) more than 21 but fewer
than 49 days, such rate shall be the one-month LIBOR rate; (iii) 49 or more
but fewer than 77 days, such rate shall be the two-month LIBOR rate; (iv) 77
or more but fewer than 112 days, such rate shall be the three-month LIBOR
rate; (v) 112 or more but fewer than 140 days, such rate shall be the
four-month LIBOR rate; (vi) 140 or more but fewer than 168 days, such rate
shall be the five-month LIBOR rate; (vii) 168 or more but fewer than 189 days,
such rate shall be the six-month LIBOR rate; (viii) 189 or more but fewer than
217 days, such rate shall be the seven-month LIBOR rate; (ix) 217 or more but
fewer than 252 days, such rate shall be the eight-month LIBOR rate; (x) 252 or
more but fewer than 287 days, such rate shall be the nine-month LIBOR rate;
(xi) 287 or more but fewer than 315 days, such rate shall be the ten-month
LIBOR rate; (xii) 315 or more but fewer than 343 days, such rate shall be the
eleven-month LIBOR rate; and (xiii) 343 or more but fewer than 365 days, such
rate shall be the twelve-month LIBOR rate.

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

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

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




                                      11
<PAGE>


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

          "Market Value" of any asset of the Corporation shall be the market
value thereof determined by the Pricing Service. Market Value of any asset
shall include any interest accrued thereon. The Pricing Service shall value
portfolio securities at the quoted bid prices or the mean between the quoted
bid and asked price or the yield equivalent when quotations are not readily
available. Securities for which quotations are not readily available shall be
valued at fair value as determined by the Pricing Service using methods which
include consideration of: yields or prices of municipal bonds of comparable
quality, type of issue, coupon, maturity and rating; indications as to value
from dealers; and general market conditions. The Pricing Service may employ
electronic data processing techniques and/or a matrix system to determine
valuations. In the event the Pricing Service is unable to value a security,
the security shall be valued at the lower of two dealer bids obtained by the
Corporation from dealers who are members of the National Association of
Securities Dealers, Inc. and who make a market in the security, at least one
of which shall be in writing. Futures contracts and options are valued at
closing prices for such instruments established by the exchange or board of
trade on which they are traded, or if market quotations are not readily
available, are valued at fair value on a consistent basis using methods
determined in good faith by the Board of Directors.

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



                                      12
<PAGE>




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

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

          "Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes a Moody's Eligible
Asset, the percentage determined by reference to the rating by Moody's, S&P or
Fitch on such Municipal Bond, in accordance with the tables (for the
applicable Moody's Exposure Period) set forth below:

        --------------------------------------------------------
                          Moody's Rating Category (1)
        --------------------------------------------------------
                Aaa     Aa      A       Baa     Other (2)
        --------------------------------------------------------
                151%    159%    160%    173%    225%
        --------------------------------------------------------

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



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

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




                                      13
<PAGE>


         Notwithstanding the foregoing, no Moody's Discount Factor will be
applied to cash or to Receivables for Municipal Bonds Sold that are due within
five Business Days of such Valuation Date. The Moody's Discount Factor for
Receivables for Municipal Bonds Sold that are due within six and 30 Business
Days of such Valuation Date will be the Moody's Discount Factor applicable to
the Municipal Bonds sold. "Receivables for Municipal Bonds Sold," for purposes
of calculating Moody's Eligible Assets as of any Valuation Date, means the
book value of receivables for Municipal Bonds sold as of or prior to such
Valuation Date if such receivables are due within 30 Business Days of such
Valuation Date.

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

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

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



                                      14
<PAGE>


<TABLE>
<CAPTION>


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

Aaa...............................                    *                     100                        100
Aa................................                   10                      20                        60
A.................................                   10                      10                        40
Baa...............................                   10                      6                         20
Ba................................                   10                      4                         12
B ................................                   10                      3                         12
Other (2).........................                   10                      2                         12

---------------------
(1)    The referenced percentages represent maximum cumulative totals for the
       related rating category and each lower rating category.
(2)    Municipal Bonds not rated by Moody's, S&P or Fitch, but rated at least the equivalent of B3 internally by
       the Adviser.
(3)    Territorial bonds (other than those issued by Puerto Rico and counted
       collectively) are each limited to 10% of Moody's Eligible Assets. For
       diversification purposes, Puerto Rico will be treated as a state.
*      Not applicable.

</TABLE>


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

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




                                      15
<PAGE>


         High Yield Municipal Bonds may comprise no more than 20% of Moody's
Eligible Assets. Unless conclusions regarding liquidity risk as well as
estimates of both the probability and severity of default for the
Corporation's assets can be derived from other sources as well as combined
with a number of sources as presented by the Corporation to Moody's, unrated
High Yield Municipal Bonds which are rated at least the equivalent of B3 by
the Adviser internally are limited to 10% of Moody's Eligible Assets.

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

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

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

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

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





                                      16
<PAGE>



                      % Change in               Moody's Volatility
                   Marginal Tax Rate                 Factor

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

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

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

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

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

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




                                      17
<PAGE>


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

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

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



                                      18
<PAGE>


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

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

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

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

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

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




                                      19
<PAGE>



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

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

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

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

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



                                      20
<PAGE>


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

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

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

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

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

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

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

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



                                      21
<PAGE>



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

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

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

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

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

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

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

         "S&P Discount Factor" means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes an S&P Eligible
Asset, the percentage determined by reference to the rating by S&P, Moody's or
Fitch on such Municipal Bond; provided, however, for purposes of determining
the S&P Discount Factor applicable to Municipal Bonds not rated by S&P, the
Municipal Bonds will carry an S&P rating one full rating category lower than
the S&P rating category that is the equivalent of the rating category in which
such Municipal Bond is placed by a NRSRO, in accordance with the table (for
the applicable S&P Exposure Period) set forth below:



                                      22
<PAGE>



------------------------------------------------------------------------------
                          S&P's Rating Category (1)
------------------------------------------------------------------------------
  AAA*(2)     AA*       A*       BBB*      BB*        B*       CCC*     NR
------------------------------------------------------------------------------
 144.75%   147.75%   150.75%   153.75%   175.11%   195.11%   215.11%   220.00%
------------------------------------------------------------------------------

------------
* S&P rating.
(1)  For Municipal Bonds of any one issuer rated at least BBB- by S&P, or if
     not rated by S&P, rated at least A- by another NRSRO, 2% is added to the
     applicable S&P Discount Factor for every 1% by which the Market Value of
     such Municipal Bonds exceeds 5% of the aggregate Market Value of the S&P
     Eligible Assets, but in no event greater than 10%; or for any percentage
     over 5% add 10 percentage points to the applicable S&P Discount Factor.
(2)  For zero coupon Municipal Bonds, the S&P Discount Factor is 441.80%.

         Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term Municipal Bonds will be 115%, so long as such Municipal Bonds are
rated A-1+ or SP-1+ by S&P and mature or have a demand feature exercisable in
30 days or less, or 120% so long as such Municipal Bonds are rated A-1 or SP-1
by S&P and mature or have a demand feature exercisable in 30 days or less, or
125% if such Municipal Bonds are not rated by S&P but are rated VMIG-1, P-1 or
MIG-1 by Moody's or F-1+ by Fitch; provided, however, such short-term
Municipal Bonds rated by Moody's or Fitch but not rated by S&P having a demand
feature exercisable in 30 days or less must be backed by a letter of credit,
liquidity facility or guarantee from a bank or other financial institution
having a short-term rating of at least A-1+ from S&P; and further provided
that such short-term Municipal Bonds rated by Moody's or Fitch but not rated
by S&P may comprise no more than 50% of short-term Municipal Bonds that
qualify as S&P Eligible Assets, (ii) the S&P Discount Factor for Rule 2a-7
Money Market Funds will be 110%, (iii) the S&P Discount Factor for Receivables
for Municipal Bonds Sold that are due in more than five Business Days from
such Valuation Date will be the S&P Discount Factor applicable to the
Municipal Bonds sold, and (iv) no S&P Discount Factor will be applied to cash
or to Receivables for Municipal Bonds Sold if such receivables are due within
five Business Days of such Valuation Date. "Receivables for Municipal Bonds
Sold," for purposes of calculating S&P Eligible Assets as of any Valuation
Date, means the book value of receivables for Municipal Bonds sold as of or
prior to such Valuation Date. For purposes of the foregoing, Anticipation



                                      23
<PAGE>



Notes rated SP-1 or, if not rated by S&P, rated VMIG-1 by Moody's or F-1+ by
Fitch, which do not mature or have a demand feature exercisable in 30 days and
which do not have a long-term rating, shall be considered to be short-term
Municipal Bonds.

         "S&P Eligible Asset" means cash, Receivables for Municipal Bonds
Sold, Rule 2a-7 Money Market Funds or a Municipal Bond that (i) is issued by
any of the 50 states of the United States, its territories and their
subdivisions, counties, cities, towns, villages, and school districts,
agencies, such as authorities and special districts created by the states, and
certain federally sponsored agencies such as local housing authorities
(payments made on these bonds are exempt from regular federal income taxes and
are generally exempt from state and local taxes in the state of issuance),
(ii) except for zero coupon Municipal Bonds rated AAA by S&P that mature in 30
years or less, is interest bearing and pays interest at least semi-annually;
(iii) is payable with respect to principal and interest in United States
Dollars; (iv) is not subject to a covered call or covered put option written
by the Corporation; (v) except for Inverse Floaters, is not part of a private
placement; and (vi) except for Inverse Floaters and legally defeased bonds
that are secured by securities issued or guaranteed by the United States
Government, is part of an issue of Municipal Bonds with an original issue size
of at least $10 million or, if of an issue with an original issue size below
$10 million, is rated at least AA or higher by S&P. Notwithstanding the
foregoing:

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

               (2) Municipal Bonds which are escrow bonds or defeased bonds
          may compose up to 100% of the aggregate Market Value of S&P Eligible
          Assets if such Bonds initially are





                                      24
<PAGE>




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

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

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

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




                                      25
<PAGE>




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

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

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

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

         "Service" means the United States Internal Revenue Service.

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

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




                                      26
<PAGE>



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

         "Specific Redemption Provisions" means, with respect to a Special
Dividend Period either, or any combination of, (i) a period (a "Non-Call
Period") determined by the Board of Directors of the Corporation, after
consultation with the Auction Agent and the Broker-Dealers, during which the
shares of AMPS subject to such Dividend Period shall not be subject to
redemption at the option of the Corporation and (ii) a period (a "Premium Call
Period"), consisting of a number of whole years and determined by the Board of
Directors of the Corporation, after consultation with the Auction Agent and
the Broker-Dealers, during each year of which the shares of AMPS subject to
such Dividend Period shall be redeemable at the Corporation's option at a
price per share equal to $25,000 plus accumulated but unpaid dividends plus a
premium expressed as a percentage of $25,000, as determined by the Board of
Directors of the Corporation after consultation with the Auction Agent and the
Broker-Dealers.

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

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

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



                                      27
<PAGE>



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

         "Substitute Rating Agency" and "Substitute Rating Agencies" mean a
NRSRO or two NRSROs, respectively, selected by Merrill Lynch, Pierce, Fenner &
Smith Incorporated or its affiliates and successors, after obtaining the
Corporation's approval, to act as the substitute rating agency or substitute
rating agencies, as the case may be, to determine the credit ratings of the
shares of AMPS.

         "Taxable Equivalent of the Short-Term Municipal Bond Rate" on any
date means 90% of the quotient of (A) the per annum rate expressed on an
interest equivalent basis equal to the Kenny S&P 30 day High Grade Index (the
"Kenny Index") or any successor index, made available for the Business Day
immediately preceding such date but in any event not later than 8:30 A.M.,
Eastern time, on such date by Kenny Information Systems Inc. or any successor
thereto, based upon 30-day yield evaluations at par of bonds the interest on
which is excludable for regular Federal income tax purposes under the Code of
"high grade" component issuers selected by Kenny Information Systems Inc. or
any such successor from time to time in its discretion, which component
issuers shall include, without limitation, issuers of general obligation bonds
but shall exclude any bonds the interest on which constitutes an item of tax
preference under Section 57(a)(5) of the Code, or successor provisions, for
purposes of the "alternative minimum tax," divided by (B) 1.00 minus the
Marginal Tax Rate (expressed as a decimal); provided, however, that if the
Kenny Index is not made so available by 8:30 A.M., Eastern time, on such date
by Kenny Information Systems Inc. or any successor, the Taxable Equivalent of
the Short-Term Municipal Bond Rate shall mean the quotient of (A) the per
annum



                                      28
<PAGE>



rate expressed on an interest equivalent basis equal to the most recent
Kenny Index so made available for any preceding Business Day, divided by (B)
1.00 minus the Marginal Tax Rate (expressed as a decimal). The Corporation may
not utilize a successor index to the Kenny Index unless Moody's and S&P
provide the Corporation with written confirmation that the use of such
successor index will not adversely affect the then-current respective Moody's
and S&P ratings of the AMPS.

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

         "Treasury Index Rate" means the average yield to maturity for
actively traded marketable fixed interest rate U.S. Treasury Securities having
the same number of 30-day periods to maturity as the length of the applicable
Dividend Period, determined, to the extent necessary, by linear interpolation
based upon the yield for such securities having the next shorter and next
longer number of 30-day periods to maturity treating all Dividend Periods with
a length greater than the longest maturity for such securities as having a
length equal to such longest maturity, in all cases based upon data set forth
in the most recent weekly statistical release published by the Board of
Governors of the Federal Reserve System (currently in H.15(519)); provided,
however, if the most recent such statistical release shall not have been
published during the 15 days preceding the date of computation, the foregoing
computations shall be based upon the average of comparable data as quoted to
the Corporation by at least three recognized dealers in U.S. Government
Securities selected by the Corporation.

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

         "Valuation Date" means, for purposes of determining whether the
Corporation is maintaining the AMPS Basic Maintenance Amount, the last
Business Day of each week



                                      29
<PAGE>



commencing with the Date of Original Issue; provided, however, that the first
Valuation Date may occur on any date established by the Corporation; provided,
however, that such date shall not be more than one week from the Date of
Original Issue.

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

         (b) The foregoing definitions of AMPS Basic Maintenance Amount, AMPS
Basic Maintenance Cure Date, AMPS Basic Maintenance Report, Auditors'
Confirmation, Deposit Securities, Discounted Value, High Yield Municipal
Bonds, Independent Auditors, Initial Margin, Inverse Floaters, Market Value,
Maximum Potential Additional Dividend Liability, Moody's Discount Factor,
Moody's Eligible Asset, Moody's Exposure Period, Moody's Hedging Transactions,
Moody's Volatility Factor, S&P Discount Factor, S&P Eligible Asset, S&P
Exposure Period, S&P Hedging Transactions, S&P Volatility Factor, Valuation
Date and Variation Margin have been determined by the Board of Directors of
the Corporation in order to obtain a Aaa rating from Moody's and a AAA rating
from S&P on the AMPS on their Date of Original Issue; and the Board of
Directors of the Corporation shall have the authority, without shareholder
approval, to amend, alter or repeal from time to time by resolution or
otherwise the foregoing definitions and the restrictions and guidelines if
Moody's and S&P or any Substitute Rating Agency advises the Corporation in
writing that such amendment, alteration or repeal will not materially affect
the then current rating of the AMPS. Furthermore, if the Board of Directors
determines as provided in paragraph 12 hereto not to continue to comply with
the provisions of paragraphs 7 and 8 hereof with respect to Moody's, and any
other provisions hereof with respect



                                      30
<PAGE>


to obtaining and maintaining a rating on the AMPS from Moody's, and/or
paragraphs 7 and 8 hereof with respect to S&P, and any other provisions hereof
with respect to obtaining and maintaining a rating on the AMPS from S&P, then
such definitions listed in this paragraph, unless the context requires
otherwise, shall have no meaning in these Articles Supplementary for the AMPS.

         2. Dividends.

         (a) The Holders shall be entitled to receive, when, as and if
declared by the Board of Directors of the Corporation, out of funds legally
available therefor, cumulative dividends each consisting of (i) cash at the
Applicable Rate, (ii) a Right to receive cash as set forth in paragraph 2(e)
below, and (iii) any additional amounts as set forth in paragraph 2(f) below,
and no more, payable on the Dividend Payment Date set forth below. Dividends
on the shares of AMPS so declared and payable shall be paid (i) in preference
to and in priority over any dividends declared and payable on the Common
Stock, and (ii) to the extent permitted under the Code and to the extent
available, out of net tax-exempt income earned on the Corporation's
investments. To the extent permitted under the Code, dividends on shares of
AMPS will be designated as exempt-interest dividends. For the purposes of this
section, the term "net tax-exempt income" shall exclude capital gains of the
Corporation.

         (b) (i) Cash dividends on shares of AMPS shall accumulate from the
Date of Original Issue and shall be payable, when, as and if declared by the
Board of Directors, out of funds legally available therefor, commencing on the
Initial Dividend Payment Date with respect to the AMPS. Following the Initial
Dividend Payment Date for the AMPS, dividends on the AMPS will be payable, at
the option of the Corporation, either (i) with respect to any 7-Day Dividend
Period and any Short Term Dividend Period of 35 or fewer days, on the day next
succeeding the




                                      31
<PAGE>


last day thereof, or (ii) with respect to any Short Term Dividend Period of
more than 35 days and with respect to any Long Term Dividend Period, monthly
on the first Business Day of each calendar month during such Short Term
Dividend Period or Long Term Dividend Period and on the day next succeeding
the last day thereof (each such date referred to in clause (i) or (ii) being
herein referred to as a "Normal Dividend Payment Date"), except that if such
Normal Dividend Payment Date is not a Business Day, then the Dividend Payment
Date shall be the first Business Day next succeeding such Normal Dividend
Payment Date. Although any particular Dividend Payment Date may not occur on
the originally scheduled date because of the exception discussed above, the
next succeeding Dividend Payment Date, subject to such exception, will occur
on the next following originally scheduled date. If for any reason a Dividend
Payment Date cannot be fixed as described above, then the Board of Directors
shall fix the Dividend Payment Date. The Board of Directors by resolution
prior to authorization of a dividend by the Board of Directors may change a
Dividend Payment Date if such change does not adversely affect the contract
rights of the Holders of shares of AMPS set forth in the Charter. The Initial
Dividend Period, 7-Day Dividend Periods and Special Dividend Periods are
hereinafter sometimes referred to as Dividend Periods. Each dividend payment
date determined as provided above is hereinafter referred to as a "Dividend
Payment Date."

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



                                      32
<PAGE>


         (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 and include a
Dividend Payment Date and shall end on and include the calendar day prior to
the next Dividend Payment Date (or last Dividend Payment Date in a Dividend
Period if there is more than one Dividend Payment Date), shall be equal to the
rate per annum that results from implementation of the Auction Procedures.

         The Applicable Rate for each Dividend Period commencing during a
Non-Payment Period shall be equal to the Non-Payment Period Rate; and each
Dividend Period, commencing after the first day of, and during, a Non-Payment
Period shall be a 7-Day Dividend Period. Except in the case of the willful
failure of the Corporation to pay a dividend on a Dividend Payment Date or to
redeem any shares of AMPS on the date set for such redemption, any amount of
any dividend due on any Dividend Payment Date (if, prior to the close of
business on the second Business Day preceding such Dividend Payment Date, the
Corporation has declared such dividend payable on such Dividend Payment Date
to the Holders of such shares of AMPS as of 12:00 noon, Eastern 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, Eastern time, on any of
the first three Business Days after such Dividend Payment Date or due date, as
the case may be, provided that, such amount is accompanied by a late charge
calculated for such period of non-payment at the Non-Payment Period Rate
applied to the amount of such non-payment based on the actual



                                      33
<PAGE>



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

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



                                      34
<PAGE>



          the denominator of which will be 360, multiplying the amount so
          obtained by $25,000, and rounding the amount so obtained to the
          nearest cent.

               (iii) With respect to each Dividend Period that is a Special
          Dividend Period, the Corporation may, at its sole option and to the
          extent permitted by law, by telephonic and written notice (a
          "Request for Special Dividend Period") to the Auction Agent and to
          each Broker-Dealer, request that the next succeeding Dividend Period
          for the AMPS be a number of days (other than seven), evenly
          divisible by seven and not fewer than seven nor more than 364 in the
          case of a Short Term Dividend Period or one whole year or more but
          not greater than five years in the case of a Long Term Dividend
          Period, specified in such notice, provided that the Corporation may
          not give a Request for Special Dividend Period (and any such request
          shall be null and void) unless, for any Auction occurring after the
          initial Auction, Sufficient Clearing Bids were made in the last
          occurring Auction and unless full cumulative dividends, any amounts
          due with respect to redemptions, and any Additional Dividends
          payable prior to such date have been paid in full. Such Request for
          Special Dividend Period, in the case of a Short Term Dividend
          Period, shall be given on or prior to the second Business Day but
          not more than seven Business Days prior to an Auction Date for the
          AMPS and, in the case of a Long Term Dividend Period, shall be given
          on or prior to the second Business Day but not more than 28 days
          prior to an Auction Date for the AMPS. Upon receiving such Request
          for Special Dividend Period, the Broker-Dealer(s) shall jointly
          determine whether, given the factors set forth below, it is
          advisable that the Corporation issue a Notice of Special Dividend
          Period for the AMPS as contemplated by such Request for Special
          Dividend Period and the Optional Redemption Price of the AMPS during
          such Special Dividend



                                      35
<PAGE>


          Period and the Specific Redemption Provisions and shall give the
          Corporation written notice (a "Response") of such determination by
          no later than the second Business Day prior to such Auction Date. In
          making such determination the Broker-Dealer(s) will consider (1)
          existing short-term and long-term market rates and indices of such
          short-term and long-term rates, (2) existing market supply and
          demand for short-term and long-term securities, (3) existing yield
          curves for short-term and long-term securities comparable to the
          AMPS, (4) industry and financial conditions which may affect the
          AMPS, (5) the investment objective of the Corporation, and (6) the
          Dividend Periods and dividend rates at which current and potential
          beneficial holders of the AMPS would remain or become beneficial
          holders. If the Broker-Dealer(s) shall not give the Corporation a
          Response by such second Business Day or if the Response states that
          given the factors set forth above it is not advisable that the
          Corporation give a Notice of Special Dividend Period for the AMPS,
          the Corporation may not give a Notice of Special Dividend Period in
          respect of such Request for Special Dividend Period. In the event
          the Response indicates that it is advisable that the Corporation
          give a Notice of Special Dividend Period for the AMPS, the
          Corporation may by no later than the second Business Day prior to
          such Auction Date give a notice (a "Notice of Special Dividend
          Period") to the Auction Agent, the Securities Depository and each
          Broker-Dealer which notice will specify (i) the duration of the
          Special Dividend Period, (ii) the Optional Redemption Price as
          specified in the related Response and (iii) the Specific Redemption
          Provisions, if any, as specified in the related Response. The
          Corporation also shall provide a copy of such Notice of Special
          Dividend Period to Moody's and S&P. The Corporation shall not give a
          Notice of Special Dividend Period and, if the Corporation




                                      36
<PAGE>


          has given a Notice of Special Dividend Period, the Corporation is
          required to give telephonic and written notice of its revocation (a
          "Notice of Revocation") to the Auction Agent, each Broker-Dealer,
          and the Securities Depository on or prior to the Business Day prior
          to the relevant Auction Date if (x) either the 1940 Act AMPS Asset
          Coverage is not satisfied or the Corporation shall fail to maintain
          S&P Eligible Assets and Moody's Eligible Assets each with an
          aggregate Discounted Value at least equal to the AMPS Basic
          Maintenance Amount, in each case on the Valuation Date immediately
          preceding the Business Day prior to the relevant Auction Date on an
          actual basis and on a pro forma basis giving effect to the proposed
          Special Dividend Period (using as a pro forma dividend rate with
          respect to such Special Dividend Period the dividend rate which the
          Broker-Dealers shall advise the Corporation is an approximately
          equal rate for securities similar to the AMPS with an equal dividend
          period), provided that, in calculating the aggregate Discounted
          Value of Moody's Eligible Assets for this purpose, the Moody's
          Exposure Period shall be deemed to be one week longer, (y)
          sufficient funds for the payment of dividends payable on the
          immediately succeeding Dividend Payment Date have not been
          segregated in an account at the Corporation's custodian bank or on
          the books of the Corporation by the close of business on the third
          Business Day preceding the related Auction Date or (z) the
          Broker-Dealer(s) jointly advise the Corporation that after
          consideration of the factors listed above they have concluded that
          it is advisable to give a Notice of Revocation. The Corporation also
          shall provide a copy of such Notice of Revocation to Moody's and
          S&P. If the Corporation is prohibited from giving a Notice of
          Special Dividend Period as a result of any of the factors enumerated
          in clause (x), (y) or (z) above or if the Corporation gives a Notice
          of Revocation with respect to a Notice




                                      37
<PAGE>



          of Special Dividend Period for AMPS, the next succeeding Dividend
          Period will be a 7-Day Dividend Period. In addition, in the event
          Sufficient Clearing Bids are not made in the applicable Auction or
          such Auction is not held for any reason, such next succeeding
          Dividend Period will be a 7-Day Dividend Period and the Corporation
          may not again give a Notice of Special Dividend Period for the AMPS
          (and any such attempted notice shall be null and void) until
          Sufficient Clearing Bids have been made in an Auction with respect
          to a 7-Day Dividend Period.

         (d) (i) Holders shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of full cumulative dividends and
applicable late charges, as herein provided, on the shares of AMPS (except for
Additional Dividends as provided in paragraph 2(e) hereof and additional
payments as provided in paragraph 2(f) hereof). Except for the late charge
payable pursuant to paragraph 2(c)(i) hereof, no interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment on the
shares of AMPS that may be in arrears.

               (ii) For so long as any share of AMPS is Outstanding, the
          Corporation shall not declare, pay or set apart for payment any
          dividend or other distribution (other than a dividend or
          distribution paid in shares of, or options, warrants or rights to
          subscribe for or purchase, Common Stock or other stock, if any,
          ranking junior to the shares of AMPS as to dividends or upon
          liquidation) in respect of the Common Stock or any other stock of
          the Corporation ranking junior to or on a parity with the shares of
          AMPS as to dividends or upon liquidation, or call for redemption,
          redeem, purchase or otherwise acquire for consideration any shares
          of the Common Stock or any other such junior stock (except by
          conversion into or exchange for stock of the Corporation ranking
          junior to the shares of



                                      38
<PAGE>



          AMPS as to dividends and upon liquidation) or any other such Parity
          Stock (except by conversion into or exchange for stock of the
          Corporation ranking junior to or on a parity with the shares of AMPS
          as to dividends and upon liquidation), unless (A) immediately after
          such transaction, the Corporation shall have S&P Eligible Assets and
          Moody's Eligible Assets each with an aggregate Discounted Value
          equal to or greater than the AMPS Basic Maintenance Amount and the
          Corporation shall maintain the 1940 Act AMPS Asset Coverage, (B)
          full cumulative dividends on shares of AMPS and shares of Other AMPS
          due on or prior to the date of the transaction have been declared
          and paid or shall have been declared and sufficient funds for the
          payment thereof deposited with the Auction Agent, (C) any Additional
          Dividend required to be paid under paragraph 2(e) below on or before
          the date of such declaration or payment has been paid and (D) the
          Corporation has redeemed the full number of shares of AMPS required
          to be redeemed by any provision for mandatory redemption contained
          in Section 4(a)(ii).


         (e) Each dividend shall consist of (i) cash at the Applicable Rate,
(ii) an uncertificated right (a "Right") to receive an Additional Dividend (as
defined below), and (iii) any additional amounts as set forth in paragraph
2(f) below. Each Right shall thereafter be independent of the share or shares
of AMPS on which the dividend was paid. The Corporation shall cause to be
maintained a record of each Right received by the respective Holders. A Right
may not be transferred other than by operation of law. If the Corporation
retroactively allocates any net capital gains or other income subject to
regular Federal income taxes to shares of AMPS without having given advance
notice thereof to the Auction Agent as described in paragraph 2(f) hereof
solely by reason of the fact that such allocation is made as a result of the
redemption of all or a portion of the outstanding shares of AMPS or the
liquidation of the Corporation (the amount




                                      39
<PAGE>



of such allocation referred to herein as a "Retroactive Taxable Allocation"),
the Corporation will, within 90 days (and generally within 60 days) after the
end of the Corporation's fiscal year for which a Retroactive Taxable
Allocation is made, provide notice thereof to the Auction Agent and to each
holder of a Right applicable to such shares of AMPS (initially Cede & Co. as
nominee of The Depository Trust Company) during such fiscal year at such
holder's address as the same appears or last appeared on the Stock Books of
the Corporation. The Corporation will, within 30 days after such notice is
given to the Auction Agent, pay to the Auction Agent (who will then distribute
to such holders of Rights), out of funds legally available therefor, an amount
equal to the aggregate Additional Dividend with respect to all Retroactive
Taxable Allocations made to such holders during the fiscal year in question.

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



                                      40
<PAGE>


of the distribution (including any surtax); or (y) the maximum marginal
regular Federal corporate income tax rate applicable to ordinary income or
capital gains depending on the taxable character of the distribution
(disregarding in both (x) and (y) the effect of any state or local taxes and
the phase out of, or provision limiting, personal exemptions, itemized
deductions, or the benefit of lower tax brackets).

         (f) Except as provided below, whenever the Corporation intends to
include any net capital gains or other income subject to regular Federal
income taxes in any dividend on shares of AMPS, the Corporation will notify
the Auction Agent of the amount to be so included at least five Business Days
prior to the Auction Date on which the Applicable Rate for such dividend is to
be established. The Corporation may also include such income in a dividend on
shares of AMPS without giving advance notice thereof if it increases the
dividend by an additional amount calculated as if such income was a
Retroactive Taxable Allocation and the additional amount was an Additional
Dividend, provided that the Corporation will notify the Auction Agent of the
additional amounts to be included in such dividend at least five Business Days
prior to the applicable Dividend Payment Date.

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

         3. Liquidation Rights. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the Holders shall be
entitled to receive, out of the assets of the Corporation available for
distribution to shareholders, before any distribution or payment is made upon
any Common Stock or any other capital stock ranking junior in right of payment
upon liquidation to the AMPS, the sum of $25,000 per share plus accumulated
but unpaid dividends (whether or not earned or declared) thereon to the date
of distribution, and after such payment the Holders will be entitled to no
other payments other than Additional Dividends



                                      41
<PAGE>



as provided in paragraph 2(e) hereof. If upon any liquidation, dissolution or
winding up of the Corporation, the amounts payable with respect to the AMPS
and any other Outstanding class or series of Preferred Stock of the
Corporation ranking on a parity with the AMPS as to payment upon liquidation
are not paid in full, the Holders and the holders of such other class or
series will share ratably in any such distribution of assets in proportion to
the respective preferential amounts to which they are entitled. After payment
of the full amount of the liquidating distribution to which they are entitled,
the Holders will not be entitled to any further participation in any
distribution of assets by the Corporation except for any Additional Dividends.
A consolidation, merger or statutory share exchange of the Corporation with or
into any other corporation or entity or a sale, whether for cash, shares of
stock, securities or properties, of all or substantially all or any part of
the assets of the Corporation shall not be deemed or construed to be a
liquidation, dissolution or winding up of the Corporation.


         4. Redemption.

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

               (i) Optional Redemption. To the extent permitted under the 1940
          Act and Maryland law, upon giving a Notice of Redemption, the
          Corporation at its option may redeem shares of AMPS, in whole or in
          part, out of funds legally available therefor, at the Optional
          Redemption Price per share, on any Dividend Payment Date; provided
          that no share of AMPS may be redeemed at the option of the
          Corporation during (A) the Initial Dividend Period with respect to
          such share or (B) a Non-Call Period to which such share is subject.
          In addition, holders of AMPS which are redeemed shall be entitled to
          receive Additional Dividends to the extent provided herein. The
          Corporation may not give a Notice of Redemption relating to an
          optional redemption as described in this paragraph



                                      42
<PAGE>



          4(a)(i) unless, at the time of giving such Notice of Redemption, the
          Corporation has available Deposit Securities with maturity or tender
          dates not later than the day preceding the applicable redemption
          date and having a value not less than the amount due to Holders by
          reason of the redemption of their shares of AMPS on such redemption
          date.

               (ii) Mandatory Redemption. The Corporation shall redeem, out of
          funds legally available therefor, at the Mandatory Redemption Price
          per share, shares of AMPS to the extent permitted under the 1940 Act
          and Maryland law, on a date fixed by the Board of Directors, if the
          Corporation fails to maintain S&P Eligible Assets and Moody's
          Eligible Assets each with an aggregate Discounted Value equal to or
          greater than the AMPS Basic Maintenance Amount as provided in
          paragraph 7(a) or to satisfy the 1940 Act AMPS Asset Coverage as
          provided in paragraph 6 and such failure is not cured on or before
          the AMPS Basic Maintenance Cure Date or the 1940 Act Cure Date
          (herein collectively referred to as a "Cure Date"), as the case may
          be. In addition, holders of AMPS so redeemed shall be entitled to
          receive Additional Dividends to the extent provided herein. The
          number of shares of AMPS to be redeemed shall be equal to the lesser
          of (i) the minimum number of shares of AMPS the redemption of which,
          if deemed to have occurred immediately prior to the opening of
          business on the Cure Date, together with all shares of other
          Preferred Stock subject to redemption or retirement, would result in
          the Corporation having S&P Eligible Assets and Moody's Eligible
          Assets each with an aggregate Discounted Value equal to or greater
          than the AMPS Basic Maintenance Amount or satisfaction of the 1940
          Act AMPS Asset Coverage, as the case may be, on such Cure Date
          (provided that, if there is no such minimum number of shares of AMPS
          and shares of other Preferred Stock the redemption of which would
          have such result, all



                                      43
<PAGE>



          shares of AMPS and shares of other Preferred Stock then Outstanding
          shall be redeemed), and (ii) the maximum number of shares of AMPS,
          together with all shares of other Preferred Stock subject to
          redemption or retirement, that can be redeemed out of funds expected
          to be legally available therefor on such redemption date. In
          determining the number of shares of AMPS required to be redeemed in
          accordance with the foregoing, the Corporation shall allocate the
          number required to be redeemed which would result in the Corporation
          having S&P Eligible Assets and Moody's Eligible Assets each with an
          aggregate Discounted Value equal to or greater than the AMPS Basic
          Maintenance Amount or satisfaction of the 1940 Act AMPS Asset
          Coverage, as the case may be, pro rata among shares of AMPS, Other
          AMPS and other Preferred Stock subject to redemption pursuant to
          provisions similar to those contained in this paragraph 4(a)(ii);
          provided that, shares of AMPS which may not be redeemed at the
          option of the Corporation due to the designation of a Non-Call
          Period applicable to such shares (A) will be subject to mandatory
          redemption only to the extent that other shares are not available to
          satisfy the number of shares required to be redeemed and (B) will be
          selected for redemption in an ascending order of outstanding number
          of days in the Non-Call Period (with shares with the lowest number
          of days to be redeemed first) and by lot in the event of shares
          having an equal number of days in such Non-Call Period. The
          Corporation shall effect such redemption on a Business Day which is
          not later than 30 days after such Cure Date, except that if the
          Corporation does not have funds legally available for the redemption
          of all of the required number of shares of AMPS and shares of other
          Preferred Stock which are subject to mandatory redemption or the
          Corporation otherwise is unable to effect such redemption on or
          prior to 30 days after such Cure Date,



                                      44
<PAGE>



          the Corporation shall redeem those shares of AMPS which it is unable
          to redeem on the earliest practicable date on which it is able to
          effect such redemption out of funds legally available therefor.

         (b) No Redemption Under Certain Circumstances. Notwithstanding any
other provision of this paragraph 4, no shares of AMPS may be redeemed
pursuant to paragraph 4(a)(i) of these Articles Supplementary (i) unless all
dividends in arrears on all remaining outstanding shares of Parity Stock shall
have been or are being contemporaneously paid or declared and set apart for
payment and (ii) if redemption thereof would result in the Corporation's
failure to maintain Moody's Eligible Assets or S&P Eligible Assets with an
aggregate Discounted Value equal to or greater than the AMPS Basic Maintenance
Amount. In the event that less than all the outstanding shares of a series of
AMPS are to be redeemed and there is more than one Holder, the shares of that
series of AMPS to be redeemed shall be selected by lot or such other method as
the Corporation shall deem fair and equitable.

         (c) Notice of Redemption. Whenever shares of AMPS are to be redeemed,
the Corporation, not less than 17 nor more than 60 days prior to the date
fixed for redemption, shall mail a notice ("Notice of Redemption") by
first-class mail, postage prepaid, to each Holder of shares of AMPS to be
redeemed and to the Auction Agent. The Corporation shall cause the Notice of
Redemption to also be published in the eastern and national editions of The
Wall Street Journal. The Notice of Redemption shall set forth (i) the
redemption date, (ii) the amount of the redemption price, (iii) the aggregate
number of shares of AMPS 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 (except that holders may be entitled to
Additional Dividends) and (vi) the



                                      45
<PAGE>



provision of these Articles Supplementary pursuant to which such shares are
being redeemed. No defect in the Notice of Redemption or in the mailing or
publication thereof shall affect the validity of the redemption proceedings,
except as required by applicable law.

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



                                      46
<PAGE>



         5. Voting Rights.

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

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

               (i) if at any time accumulated dividends (whether or not earned
          or declared, and whether or not funds are then legally available in
          an amount sufficient therefor) on the



                                      47
<PAGE>



          outstanding shares of AMPS equal to at least two full years'
          dividends shall be due and unpaid and sufficient cash or specified
          securities shall not have been deposited with the Auction Agent for
          the payment of such accumulated dividends; or

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

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

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



                                      48
<PAGE>



to any such vote described in clause (i) or (ii). Unless a higher percentage
is provided for under the Charter, the affirmative vote of the holders of a
majority of the outstanding shares of Preferred Stock, including AMPS, voting
together as a single class, will be required to approve any plan of
reorganization (including bankruptcy proceedings) adversely affecting such
shares or any action requiring a vote of security holders under Section 13(a)
of the 1940 Act. So long as any shares of the AMPS are outstanding, the
affirmative vote of the holders of a majority of the outstanding shares of
Preferred Stock, including AMPS, voting together as a single class, will be
required to approve any voluntary application by the Corporation for relief
under Federal bankruptcy law or any similar application under state law for so
long as the Corporation is solvent and does not foresee becoming insolvent.
For purposes of the two preceding sentences, the phrase "vote of the holders
of a majority of the outstanding shares of Preferred Stock" shall have the
meaning set forth in the 1940 Act. The class vote of holders of shares of
Preferred Stock, including AMPS, described above will in each case be in
addition to a separate vote of the requisite percentage of shares of Common
Stock and shares of Preferred Stock, including AMPS, voting together as a
single class or voting as separate classes necessary to authorize the action
in question. An increase in the number of authorized shares of Preferred Stock
pursuant to the Charter or the issuance of additional shares of any series of
Preferred Stock (including AMPS and Other AMPS) pursuant to the Charter shall
not in and of itself be considered to adversely affect the contract rights of
the holders of the AMPS.

         Notwithstanding the foregoing, and except as otherwise required by
the 1940 Act, (i) holders of outstanding shares of the AMPS will be entitled
as a series, to the exclusion of the holders of all other securities,
including other Preferred Stock, Common Stock and other classes of capital
stock of the Corporation, to vote on matters affecting the AMPS that do not
materially



                                      49
<PAGE>


adversely affect any of the contract rights of holders of such other
securities, including other Preferred Stock, Common Stock and other classes of
capital stock, as expressly set forth in the Charter, and (ii) holders of
outstanding shares of AMPS will not be entitled to vote on matters affecting
any other Preferred Stock that do not materially adversely affect any of the
contract rights of holders of the AMPS, as expressly set forth in the Charter.

         (d) Voting Procedures.

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



                                      50
<PAGE>


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

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

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




                                      51
<PAGE>


remedy of the Holders shall be the right to vote for directors pursuant to the
provisions of this paragraph 5.

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

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

         7. AMPS Basic Maintenance Amount.

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

         (b) On or before 5:00 p.m., Eastern time, on the seventh Business Day
in the case of Moody's and on the third Business Day in the case of S&P, after
a Valuation Date on which the Corporation fails to satisfy the AMPS Basic
Maintenance Amount, the Corporation shall complete (i) and deliver to Moody's
a complete



                                      52
<PAGE>



AMPS Basic Maintenance Report as of the date of such failure and (ii) send S&P
an electronic notification of such failure. The Corporation will (i) deliver
an AMPS Basic Maintenance Report to Moody's and (ii) send S&P an electronic
notification on or before 5:00 p.m., Eastern time, on the seventh Business Day
in the case of Moody's and on the third Business Day in the case of S&P, after
a Valuation Date on which the Corporation cures its failure to maintain
Moody's Eligible Assets or S&P Eligible Assets, as the case may be, with an
aggregate Discounted Value equal to or greater than the AMPS Basic Maintenance
Amount and on which the Corporation fails to maintain Moody's Eligible Assets
or S&P Eligible Assets, as the case may be, with an aggregate Discounted Value
which exceeds the AMPS Basic Maintenance Amount by 10% or more in the case of
S&P and 25% or more in the case of Moody's. The Corporation will also deliver
an AMPS Basic Maintenance Report to Moody's and S&P as of the last Business Day
of each month on or before the seventh Business Day after such date. The
Corporation shall also provide Moody's and S&P with an AMPS Basic Maintenance
Report when specifically requested by either Moody's or S&P. A failure by the
Corporation to deliver an AMPS Basic Maintenance Report under this paragraph
7(b) shall be deemed to be delivery of an AMPS Basic Maintenance Report
indicating the Discounted Value for S&P Eligible Assets and Moody's Eligible
Assets of the Corporation is less than the AMPS Basic Maintenance Amount, as
of the relevant Valuation Date.

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



                                      53
<PAGE>



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 (such
confirmation is herein called the "Auditors' Confirmation").

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

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

         (f) On or before 5:00 p.m., Eastern time, on the first Business Day
after the Date of Original Issue of the shares of AMPS, the Corporation will
complete and deliver to S&P and Moody's an AMPS Basic Maintenance Report as of
the close of business on such Date of



                                      54
<PAGE>



Original Issue. Within five Business Days of such Date of Original Issue, the
Independent Auditors will confirm in writing to S&P and Moody's (i) the
mathematical accuracy of the calculations reflected in such Report and (ii)
that the aggregate Discounted Value of S&P Eligible Assets and the aggregate
Discounted Value of Moody's Eligible Assets reflected thereon equals or
exceeds the AMPS Basic Maintenance Amount reflected thereon. Also, on or
before 5:00 p.m., Eastern time, on the first Business Day after shares of
Common Stock are repurchased by the Corporation, the Corporation will complete
and deliver to S&P and Moody's an AMPS Basic Maintenance Report as of the
close of business on such date that Common Stock is repurchased.

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

         8. Certain Other Restrictions and Requirements.



                                      55
<PAGE>



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

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

               (ii) the Corporation will not engage in any S&P Hedging
          Transaction based on Treasury Bonds (other than Closing
          Transactions) which would cause the Corporation at the time of such
          transaction to own or have sold the lesser of (A) outstanding
          futures



                                      56
<PAGE>



          contracts based on Treasury Bonds exceeding in number 50% of
          the quotient of the Market Value of the Corporation's total assets
          divided by $100,000 ($200,000 in the case of the two-year United
          States Treasury Note) or (B) outstanding futures contracts based on
          Treasury Bonds exceeding in number 10% of the average number of
          daily traded futures contracts based on Treasury Bonds in the 30
          days preceding the time of effecting such transaction as reported by
          The Wall Street Journal;

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

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

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



                                      57
<PAGE>


          contract or option thereon which requires delivery of an underlying
          security, it shall hold such underlying security in its portfolio.

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

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

               (i) the Corporation will not engage in any Moody's Hedging
          Transaction based on the Municipal Index (other than Closing
          Transactions) which would cause the Corporation at the time of such
          transaction to own or have sold (A) outstanding futures




                                      58
<PAGE>



          contracts based on the Municipal Index exceeding in number 10% of
          the average number of daily traded futures contracts based on the
          Municipal Index in the 30 days preceding the time of effecting such
          transaction as reported by The Wall Street Journal or (B)
          outstanding futures contracts based on the Municipal Index having a
          Market Value exceeding 50% of the Market Value of all Municipal
          Bonds constituting Moody's Eligible Assets owned by the Corporation
          (other than Moody's Eligible Assets already subject to a Moody's
          Hedging Transaction);

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

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



                                      59
<PAGE>



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

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

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

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



                                      60
<PAGE>



               (viii) the Corporation will not engage in BMA swap transactions
          with respect to more than 20% of the Corporation's net assets;
          provided that the Corporation's use of futures will proportionately
          decrease as the Corporation's use of BMA swap transactions
          increases, and vice-versa.

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



                                      61
<PAGE>


         For purposes of determining whether the Corporation has Moody's
Eligible Assets with an aggregate Discounted Value that equals or exceeds the
AMPS Basic Maintenance Amount, the following amounts shall be subtracted from
the aggregate Discounted Value of the Moody's Eligible Assets held by the
Corporation: (i) 10% of the exercise price of a written call option; (ii) the
exercise price of any written put option; (iii) where the Corporation is the
seller under a futures contract, 10% of the settlement price of the futures
contract; (iv) where the Corporation is the purchaser under a futures
contract, the settlement price of assets purchased under such futures
contract; (v) the settlement price of the underlying futures contract if the
Corporation writes put options on a futures contract; and (vi) 105% of the
Market Value of the underlying futures contracts if the Corporation writes
call options on a futures contract and does not own the underlying contract.

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

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



                                      62
<PAGE>


          Corporation's obligations under any Forward Commitment to which it
          is from time to time a party; and

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

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

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



                                      63
<PAGE>



any AMPS previously purchased or redeemed by the Corporation, (vi) merge or
consolidate into or with any other corporation or entity, (vii) change the
Pricing Service or (viii) engage in reverse repurchase agreements.

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



                                      64
<PAGE>



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

         (h) For so long as shares of AMPS are rated by S&P or Moody's, the
Corporation shall provide S&P and/or Moody's with a copy of the Corporation's
annual audited financial



                                      65
<PAGE>



statements as soon as practicable (not later than 60 days) after such annual
audited financial statements have been made available to the Corporation's
stockholders.

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

         10. Auction Procedures.

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

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

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

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

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

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

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

               (vii) "Maximum Applicable Rate" for any Dividend Period will be
          the higher of the Applicable Percentage of the Reference Rate or the
          Applicable Spread plus the Reference Rate. The Applicable Percentage
          and Applicable Spread will be determined based on (i) the lower of
          the credit rating or ratings assigned on such date to such shares by
          Moody's and S&P (or if Moody's or S&P or both shall not make such
          rating available, the equivalent of either or both of such ratings
          by a Substitute Rating Agency



                                      66
<PAGE>




          or two Substitute Rating Agencies or, in the event that only one
          such rating shall be available, such rating) and (ii) whether the
          Corporation has provided notification to the Auction Agent prior to
          the Auction establishing the Applicable Rate for any dividend
          pursuant to paragraph 2(f) hereof that net capital gains or other
          taxable income will be included in such dividend on shares of AMPS
          as follows:



<TABLE>
<CAPTION>


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


<S>       <C>                  <C>                   <C>              <C>             <C>             <C>

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

</TABLE>


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

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

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



                                      67
<PAGE>




               (x) "Submission Deadline" means 1:00 P.M., Eastern 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" has the meaning specified in paragraph
          10(d)(i) below.

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

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

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

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

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

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



                                      68
<PAGE>



Agent as a Beneficial Owner or a Potential Beneficial Owner and therefore
participate in an Auction as an Existing Holder or Potential Holder on behalf
of both itself and its customers. On or prior to the Submission Deadline on
each Auction Date:

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

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

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

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

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




                                      69
<PAGE>



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

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

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

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

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



                                      70
<PAGE>



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

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

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

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

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

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

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

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

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



                                      71
<PAGE>




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

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

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

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

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

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

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

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



                                      72
<PAGE>


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

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

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

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



                                      73
<PAGE>



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

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

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




                                      74
<PAGE>



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

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

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

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

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

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





                                      75
<PAGE>


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

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

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

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

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



                                      76
<PAGE>



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

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

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

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

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

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



                                      77
<PAGE>



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

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

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

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

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

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




                                      78
<PAGE>



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

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




                                      79
<PAGE>


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

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

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

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

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



                                      80
<PAGE>



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

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

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

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



                                      81
<PAGE>


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

         (f) Miscellaneous. The Corporation may interpret the provisions of
this paragraph 10 to resolve any inconsistency or ambiguity, remedy any formal
defect or make any other change or modification that does not substantially
adversely affect the rights of Beneficial Owners of AMPS. A Beneficial Owner
or an Existing Holder (A) may sell, transfer or otherwise dispose of shares of
AMPS only pursuant to a Bid or Sell Order in accordance with the procedures
described in this paragraph 10 or to or through a Broker-Dealer, provided that
in the case of all transfers other than pursuant to Auctions such Beneficial
Owner or Existing Holder, its Broker-Dealer, if applicable, or its Agent
Member advises the Auction Agent of such transfer and (B) except as otherwise
required by law, shall have the ownership of the shares of AMPS held by it
maintained in book entry form by the Securities Depository in the account of
its Agent Member, which in turn will maintain records of such Beneficial
Owner's beneficial ownership. Neither the Corporation nor any Affiliate, other
than an Affiliate that is a Broker-Dealer, shall submit an Order in any
Auction. Any Beneficial Owner that is an Affiliate shall not sell, transfer or
otherwise dispose of shares of AMPS to any Person other than the Corporation.
All of the Outstanding shares of 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




                                      82
<PAGE>


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

         11. Securities Depository; Stock Certificates.

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

         (b) If the Applicable Rate applicable to all shares of AMPS shall be
the Non-Payment Period Rate or there is no Securities Depository, the
Corporation may at its option issue one or more new certificates with respect
to such shares (without the legend referred to in paragraph 11(a)) registered
in the names of the Beneficial Owners or their nominees and rescind the
stop-transfer instructions referred to in paragraph 11(a) with respect to such
shares.

         12. Termination of Rating Agency Provisions.

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



                                      83
<PAGE>




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

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



                                      84
<PAGE>



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

                                      MUNIVEST FUND, INC.



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

Attest:



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


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





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




                                      85


</TEXT>
</DOCUMENT>
