<DOCUMENT>
<TYPE>EX-99.2A9
<SEQUENCE>6
<FILENAME>efc5-1585_exhibit992a9.txt
<TEXT>

                                                                Exhibit (a)(9)



                     MUNIYIELD NEW YORK INSURED FUND, INC.

                 Articles Supplementary creating one series of

                        Auction Market Preferred Stock


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

         FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by article fifth of its Charter, the Board of
Directors has reclassified 1,800 authorized and unissued shares of common
stock of the Corporation as preferred stock of the Corporation and has
authorized the issuance of one series of preferred stock, par value $.10 per
share, liquidation preference $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
to be designated 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:




<PAGE>


                                  DESIGNATION

        A series of 1,800 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 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.

        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.



                                      2
<PAGE>



         "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 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



                                      3
<PAGE>


Rate); (D) the amount of anticipated expenses of the Corporation for the 90
days subsequent to such Valuation Date (including any premiums payable with
respect to a Policy); (E) the amount of current outstanding balances of any
indebtedness which is senior to the AMPS plus interest actually accrued
together with 30 days additional interest on the current outstanding balances
calculated at the current rate; (F) the amount of the Corporation's Maximum
Potential Additional Dividend Liability as of such Valuation Date; and (G) any
current liabilities as of such Valuation Date to the extent not reflected in
any of (i)(A) through (i)(F) (including, without limitation, and immediately
upon determination, any amounts due and payable by the Corporation for
portfolio securities purchased as of such Valuation Date and any liabilities
incurred for the purpose of clearing securities transactions) less (ii) either
(A) the Discounted Value of any of the Corporation's assets, or (B) the face
value of any of the Corporation's assets if such assets mature prior to or on
the date of redemption of AMPS or payment of a liability and are either
securities issued or guaranteed by the United States Government or Deposit
Securities, in both cases irrevocably deposited by the Corporation for the
payment of the amount needed to redeem shares of AMPS subject to redemption or
to satisfy any of (i)(B) through (i)(G). For Moody's, the Corporation shall
include as a liability an amount calculated semi-annually equal to 150% of the
estimated cost of obtaining other insurance guaranteeing the timely payment of
interest on a Moody's Eligible Asset and principal thereof to maturity with
respect to Moody's Eligible Assets that (i) are covered by a Policy which
provides the Corporation with the option to obtain such other insurance and
(ii) are discounted by a Moody's Discount Factor determined by reference to
the insurance claims-paying ability rating of the issuer of such Policy.

         "AMPS Basic Maintenance Cure Date," with respect to the failure by
the Corporation to satisfy the AMPS Basic Maintenance Amount (as required by
paragraph 7(a) of these Articles



                                      4
<PAGE>


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



                                      5
<PAGE>


         "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.

         "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.



                                      6
<PAGE>


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

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

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

         "Deposit Securities" means cash and New York Municipal Bonds 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.

         "Fitch" means Fitch Ratings or its successors.

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



                                      7
<PAGE>


         "High Yield Municipal Bonds" means (a) with respect to Moody's (1)
New York Municipal Bonds and Municipal Bonds rated Ba1 to B3 by Moody's, (2)
New York Municipal Bonds and Municipal Bonds not rated by Moody's, but rated
BB+ to B- by S&P or Fitch, and (3) New York Municipal Bonds and 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) New York Municipal Bonds not rated
by S&P but rated equivalent to BBB+ or lower by another NRSRO and (2) New York
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
registered public accountant or firm of independent registered 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.

         "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.



                                      8
<PAGE>


         "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 New York Municipal Bonds or 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.

         "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



                                      9
<PAGE>


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 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



                                      10
<PAGE>


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.

         "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.



                                      11
<PAGE>


         "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.

         "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



                                      12
<PAGE>


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 New York Municipal Bond or Municipal Bond which
constitutes a Moody's Eligible Asset, the percentage determined by reference
to (a) the rating by Moody's, S&P or Fitch on such New York Municipal or
Municipal Bond or (b) in the event the Moody's Eligible Asset is insured under
a Policy and the terms of the Policy permit the Corporation, at its option, to
obtain other insurance guaranteeing the timely payment of interest on such
Moody's Eligible Asset and principal thereof to maturity, the Moody's, S&P or
Fitch insurance claims-paying ability rating of the issuer of the Policy or
(c) in the event the Moody's Eligible Asset is insured under an insurance
policy which guarantees the timely payment of interest on such Moody's
Eligible Asset and principal thereof to maturity, the Moody's, S&P or Fitch
insurance claims-paying ability rating of the issuer of the insurance policy,
in accordance with the tables (for the applicable Moody's Exposure Period) set
forth below:

        ------------------------------------------------------------
                        Moody's Rating Category (1)
        ------------------------------------------------------------
           Aaa         Aa          A         Baa       Other (2)
        ------------------------------------------------------------
           151%       159%       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) New York Municipal Bonds and 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,
    New York Municipal Bonds and 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 New York Municipal



                                      13
<PAGE>


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


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

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



                                      14
<PAGE>


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 New York Municipal
Bonds and Municipal Bonds Sold, Rule 2a-7 Money Market Funds, a New York
Municipal Bond 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 New
York Municipal Bonds or Municipal Bonds of at least $10,000,000 (except for
issues rated Aaa by Moody's, as provided in the chart below). In addition, New
York Municipal Bonds and Municipal Bonds in the Corporation's portfolio must
be within the following diversification requirements in order to be included
within Moody's Eligible Assets:

<TABLE>
<CAPTION>

                                            Minimum           Maximum                            Maximum State
                                         Issue Size        Underlying        Maximum Issue          Allowed
Rating                                  ($ Millions)     Obligor (%) (1)     Type(%) (1)(3)        (%) (1)(4)
------                                  ------------     ---------------     --------------        ----------

<S>                                       <C>               <C>                 <C>                 <C>
Aaa...............................            *                 100               100                 100
Aa................................           10                  20                60                  60



                                      15
<PAGE>


<CAPTION>

<S>                                       <C>               <C>                 <C>                 <C>
A.................................           10                  10                40                  40
Baa...............................           10                   6                20                  20
Ba................................           10                   4                12                  12
B.................................           10                   3                12                  12
Other (2).........................           10                   2                12                  12

-------------------------
(1)      The referenced percentages represent maximum cumulative totals for the related rating category and
         each lower rating category.
(2)      New York Municipal Bonds and Municipal Bonds not rated by Moody's, S&P or Fitch, but rated at least
         the equivalent of B3 internally by the Adviser.
(3)      Does not apply to general obligation bonds.
(4)      Does not apply to New York Municipal Bonds. 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 New York Municipal Bond or 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. For purposes of the issue type
concentration requirement described above, New York Municipal Bonds and
Municipal Bonds will be classified within one of the following categories:
health care issues (teaching and non-teaching hospitals, public and private),
housing issues (single- and multi-family), educational facilities issues
(public and private schools), student loan issues, resource recovery issues,
transportation issues (mass transit, airport and highway bonds), industrial
revenue/pollution control bond issues, utility issues (including water, sewer
and electricity), general obligation issues, lease obligations/certificates of
participation, escrowed bonds and other issues ("Other Issues") not falling
within one of the aforementioned categories (includes special obligations to
crossover, excise and sales tax revenue, recreation revenue, special
assessment and telephone revenue bonds). In no event shall (a) more than 10%
of Moody's Eligible Assets consist of student loan issues, (b) more than 10%
of Moody's Eligible Assets consist of resource recovery issues or (c) more
than 10% of Moody's Eligible Assets consist of Other Issues.



                                      16
<PAGE>


         When the Corporation sells a New York Municipal Bond or 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 New York
Municipal Bond or Municipal Bond and agrees to sell it at a future date to
another party, cash receivable by the Corporation thereby will constitute a
Moody's Eligible Asset if the long-term debt of such other party is rated at
least A2 by Moody's and such agreement has a term of 30 days or less;
otherwise the Discounted Value of such Bond will constitute a Moody's Eligible
Asset.

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



                                      17
<PAGE>


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:

                   % 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.



                                      18
<PAGE>


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

         "New York Municipal Bonds" means Municipal Bonds issued by or on
behalf of the State of New York, its political subdivisions, agencies and
instrumentalities and by other qualifying issuers that pay interest which, in
the opinion of bond counsel to the issuer, is exempt from New York State and
New York City personal income taxes, and includes Inverse Floaters.

         "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).

         "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



                                      19
<PAGE>


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 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



                                      20
<PAGE>


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.

         "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



                                      21
<PAGE>


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.

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

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



                                      22
<PAGE>


         "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 New York Municipal Bonds Sold" has the meaning set
forth under the definition of "S&P Discount Factor."

         "Receivables for New York Municipal Bonds or Municipal Bonds Sold"
has the meaning set forth under the definition of "Moody's Discount Factor."

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

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



                                      23
<PAGE>


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



                                      24
<PAGE>


insurance policy; provided, however, for purposes of determining the S&P
Discount Factor applicable to New York Municipal Bonds or issuers not rated by
S&P, the New York Municipal Bonds or issuers will carry an S&P rating one full
rating category lower than the S&P rating category that is the equivalent of
the rating category in which such New York Municipal Bond or issuer is placed
by a NRSRO, in accordance with the table (for the applicable S&P Exposure
Period) set forth below:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                           S&P's Rating Category (1)
-----------------------------------------------------------------------------------------------------------------
      AAA* (2)         AA*           A*          BBB*          BB*           B*           CCC*           NR
-----------------------------------------------------------------------------------------------------------------
<S>                <C>          <C>           <C>          <C>           <C>           <C>          <C>
       159.75%       162.75%      165.75%       168.75%      190.11%       210.11%       230.11%      235.00%
-----------------------------------------------------------------------------------------------------------------

</TABLE>

________________________________
*    S&P rating.

(1)  For New York 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 New York 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 New York Municipal Bonds, the S&P Discount Factor is
     441.80%.

         Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term New York Municipal Bonds will be 115%, so long as such New York
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 New York
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 New York 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 New York 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 New York Municipal Bonds rated by Moody's or Fitch but not rated by
S&P may comprise no more than 50% of short-term



                                      25
<PAGE>



New York 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 New York 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 New York Municipal Bonds sold, and (iv) no
S&P Discount Factor will be applied to cash or to Receivables for New York
Municipal Bonds Sold if such receivables are due within five Business Days of
such Valuation Date. "Receivables for New York Municipal Bonds Sold," for
purposes of calculating S&P Eligible Assets as of any Valuation Date, means
the book value of receivables for New York Municipal Bonds sold as of or prior
to such Valuation Date. For purposes of the foregoing, Anticipation Notes
rated SP-1 or, if not rated by S&P, rated VMIG-1 by Moody's or F-1+ by Fitch,
which do not mature or have a demand feature exercisable in 30 days and which
do not have a long-term rating, shall be considered to be short-term New York
Municipal Bonds.

         "S&P Eligible Asset" means cash, Receivables for New York Municipal
Bonds Sold, Rule 2a-7 Money Market Funds or a New York Municipal Bond that (i)
except for zero coupon New York Municipal Bonds rated AAA by S&P that mature
in 30 years or less, is interest bearing and pays interest at least
semi-annually; (ii) is payable with respect to principal and interest in
United States Dollars; (iii) is not subject to a covered call or covered put
option written by the Corporation; (iv) except for Inverse Floaters, is not
part of a private placement; and (v) 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 New York 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:



                                      26
<PAGE>


                  (1) New York Municipal Bonds of any one issue type category
         (as described below) will be considered S&P Eligible Assets only to
         the extent the Market Value of such New York Municipal Bonds does not
         exceed 25% of the aggregate Market Value of S&P Eligible Assets,
         except that New York Municipal Bonds falling within the general
         obligation issue type category will be considered S&P Eligible Assets
         to the extent the Market Value of such New York Municipal Bonds does
         not exceed 50% of the aggregate Market Value of S&P Eligible Assets.
         For purposes of the issue type category requirement described above,
         New York Municipal Bonds will be classified within one of the
         following categories: health care issues, housing issues, educational
         facilities issues, student loan issues, transportation issues,
         industrial development bond issues, electric, gas and combination
         issues (if the combination issue includes an electric issue), water
         and sewer utilities and combination issues (if the combination issue
         does not include an electric issue), irrigation, resource recovery,
         solid waste and other utilities, general obligation issues, lease
         obligations, escrowed bonds and other issues not falling within one
         of the aforementioned categories. The general obligation issue type
         category includes any issuer that is directly or indirectly
         guaranteed by the State of New York or its political subdivisions.
         Utility issuers are included in the general obligation issue type
         category if the issuer is directly or indirectly guaranteed by the
         State of New York or its political subdivisions. For purposes of the
         issue type category requirement described above, New York Municipal
         Bonds in the utility issue type category will be classified within
         one of the three following sub-categories: (i) electric, gas and
         combination issues (if the combination issue includes an electric
         issue), (ii) water and sewer utilities and combination issues (if the



                                      27
<PAGE>


         combination issue does not include an electric issue), and (iii)
         irrigation, resource recovery, solid waste and other utilities;

                  (2) New York 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 New York Municipal Bonds initially are
         assigned a rating by S&P in accordance with S&P's legal defeasance
         criteria or rerated by S&P as economic defeased escrow bonds and
         assigned an AAA rating. New York 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 New York Municipal Bonds. The limitations on New York Municipal
         Bonds in clause (1) above and clauses (3) and (4) below are not
         applicable to escrow bonds, however, economically defeased bonds that
         are either initially rated or rerated by S&P or another NRSRO and
         assigned the same rating level as the issuer of the New York
         Municipal Bonds will remain in its original issue type category set
         forth in clause (1) above;

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

                  (4) New York 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 New York
         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



                                      28
<PAGE>


         more than 5% of S&P Eligible Assets, and New York 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 New
         York 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) New York 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 New York Municipal Bonds does not
         exceed 50% of the aggregate Market Value of the S&P Eligible Assets.

         The Corporation may include Municipal Bonds other than New York
Municipal Bonds as S&P Eligible Assets pursuant to guidelines and restrictions
to be established by S&P, provided that S&P advises the Corporation in writing
that such action will not adversely affect its then current rating on the
AMPS.

         "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.



                                      29
<PAGE>



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

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

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

         "Service" means the United States Internal Revenue Service.

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

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

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

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



                                      30
<PAGE>



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

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

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

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

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

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

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



                                      31
<PAGE>


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 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



                                      32
<PAGE>


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

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

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

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

         (b) The foregoing definitions of 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



                                      33
<PAGE>



Transactions, Moody's Volatility Factor, Policy, S&P Discount Factor, S&P
Eligible Asset, S&P Exposure Period, S&P Hedging Transactions, S&P Volatility
Factor, Valuation Date and Variation Margin have been determined by the Board
of Directors of the Corporation in order to obtain a Aaa rating from Moody's
and a AAA rating from S&P on 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 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



                                      34
<PAGE>


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 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



                                      35
<PAGE>


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.

         (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



                                      36
<PAGE>


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 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



                                      37
<PAGE>


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

          (iii) With respect to each Dividend Period that is a Special
Dividend Period, the Corporation may, at its sole option and to the extent
permitted by law, by telephonic and written notice (a "Request for Special
Dividend Period") to the Auction Agent and to each Broker-Dealer, request that
the next succeeding Dividend Period for 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



                                      38
<PAGE>



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 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



                                      39
<PAGE>


Special Dividend Period, (ii) the Optional Redemption Price as specified in
the related Response and (iii) the Specific Redemption Provisions, if any, as
specified in the related Response. The Corporation also shall provide a copy
of such Notice of Special Dividend Period to Moody's and S&P. The Corporation
shall not give a Notice of Special Dividend Period and, if the Corporation has
given a Notice of Special Dividend Period, the Corporation is required to give
telephonic and written notice of its revocation (a "Notice of Revocation") to
the Auction Agent, each Broker-Dealer, and the Securities Depository on or
prior to the Business Day prior to the relevant Auction Date if (x) either the
1940 Act AMPS Asset Coverage is not satisfied or the Corporation shall fail to
maintain S&P Eligible Assets and Moody's Eligible Assets each with an
aggregate Discounted Value at least equal to the AMPS Basic Maintenance
Amount, in each case on the Valuation Date immediately preceding the Business
Day prior to the relevant Auction Date on an actual basis and on a pro forma
basis giving effect to the proposed Special Dividend Period (using as a pro
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



                                      40
<PAGE>


Notice of Special Dividend Period as a result of any of the factors enumerated
in clause (x), (y) or (z) above or if the Corporation gives a Notice of
Revocation with respect to a Notice of Special Dividend Period for 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 AMPS as to dividends and upon
liquidation) or any



                                      41
<PAGE>


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 of such allocation referred to
herein as a "Retroactive Taxable Allocation"), the Corporation will,



                                      42
<PAGE>


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 and New York State and New York City personal 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
combined marginal regular Federal, New York State and New York City individual
income tax rate applicable to ordinary income or capital gains depending on
the taxable character



                                      43
<PAGE>


of the distribution (including any surtax); or (y) the maximum combined
marginal regular Federal, New York State and New York City corporate income
tax rate applicable to ordinary income or capital gains depending on the
taxable character of the distribution (taking into account in both (x) and (y)
the Federal income tax deductibility of state and local taxes paid or incurred
but not any phase out of, or provision limiting, personal exemptions, itemized
deductions, or the benefit of lower tax brackets and assuming the taxability
of Federally tax-exempt dividends for corporations for New York State and New
York City income tax purposes).

         (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



                                      44
<PAGE>


unpaid dividends (whether or not earned or declared) thereon to the date of
distribution, and after such payment the Holders will be entitled to no other
payments other than Additional Dividends as provided in paragraph 2(e) hereof.
If upon any liquidation, dissolution or winding up of the Corporation, the
amounts payable with respect to the AMPS and any other Outstanding class or
series of Preferred Stock of the Corporation ranking on a parity with the AMPS
as to payment upon liquidation are not paid in full, the Holders and the
holders of such other class or series will share ratably in any such
distribution of assets in proportion to the respective preferential amounts to
which they are entitled. After payment of the full amount of the liquidating
distribution to which they are entitled, the Holders will not be entitled to
any further participation in any distribution of assets by the Corporation
except for any Additional Dividends. A 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



                                      45
<PAGE>


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

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



                                      46
<PAGE>


         such Cure Date (provided that, if there is no such minimum number of
         shares of AMPS and shares of other Preferred Stock the redemption of
         which would have such result, all shares of AMPS and shares of other
         Preferred Stock then Outstanding shall be redeemed), and (ii) the
         maximum number of shares of AMPS, together with all shares of other
         Preferred Stock subject to redemption or retirement, that can be
         redeemed out of funds expected to be legally available therefor on
         such redemption date. In determining the number of shares of AMPS
         required to be redeemed in accordance with the foregoing, the
         Corporation shall allocate the number required to be redeemed which
         would result in the Corporation having S&P Eligible Assets and
         Moody's Eligible Assets 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



                                      47
<PAGE>



         Stock which are subject to mandatory redemption or the Corporation
         otherwise is unable to effect such redemption on or prior to 30 days
         after such Cure Date, the Corporation shall redeem those shares of
         AMPS which it is unable to redeem on the earliest practicable date
         on which it is able to effect such redemption out of funds legally
         available therefor.

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



                                      48
<PAGE>


redemption date (except that holders may be entitled to Additional Dividends)
and (vi) the provision of these Articles Supplementary pursuant to which such
shares are being redeemed. No defect in the Notice of Redemption or in the
mailing or publication thereof shall affect the validity of the redemption
proceedings, except as required by applicable law.

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



                                      49
<PAGE>



Holder of such shares called for redemption and such Holder thereafter shall
look only to the Corporation for the redemption payment.

         5. Voting Rights.

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

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



                                      50
<PAGE>


additional directors, together with the two directors that such holders are in
any event entitled to elect. A Voting Period shall commence:

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

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

         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



                                      51
<PAGE>


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
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 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.



                                      52
<PAGE>


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

         (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



                                      53
<PAGE>


by proxy shall have the power to adjourn the meeting without notice, other
than by an announcement at the meeting, to a date not more than 120 days after
the original record date.

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

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

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

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



                                      54
<PAGE>


event that the Corporation fails to pay any dividends on the shares of AMPS,
the exclusive remedy of the Holders shall be the right to vote for directors
pursuant to the provisions of this paragraph 5.

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



                                      55
<PAGE>


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

         (c) Within ten Business Days after the date of delivery of an AMPS
Basic Maintenance Report in accordance with paragraph 7(b) above relating to
the month in which the Corporation's fiscal year ends, the Independent
Auditors will confirm in writing to S&P and



                                      56
<PAGE>


Moody's (i) the mathematical accuracy of the calculations reflected in such
Report, (ii) that, in such Report, the Corporation correctly determined the
assets of the Corporation which constitute S&P Eligible Assets or Moody's
Eligible Assets, as the case may be, at its fiscal year end in accordance with
these Articles Supplementary, and (iii) that, in such Report, the Corporation
determined whether the Corporation had, at its fiscal year end in accordance
with these Articles Supplementary, S&P Eligible Assets of an aggregate
Discounted Value at least equal to the AMPS Basic Maintenance Amount and
Moody's Eligible Assets of an aggregate Discounted Value at least equal to the
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



                                      57
<PAGE>


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 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



                                      58
<PAGE>


effect to such alteration, the aggregate Discounted Value of Moody's Eligible
Assets would exceed the AMPS Basic Maintenance Amount.

         8. Certain Other Restrictions and Requirements.

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



                                      59
<PAGE>


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



                                      60
<PAGE>


         Corporation's broker with respect to such futures contract or option
         equals the Market Value of the futures contract or option, or, in
         the event the Corporation writes a futures contract or option thereon
         which requires delivery of an underlying security, it shall hold such
         underlying security in its portfolio.

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



                                      61
<PAGE>


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



                                      62
<PAGE>


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

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



                                      63
<PAGE>


         Eligible Assets with an aggregate Discounted Value equal to or
         greater than the AMPS Basic Maintenance Amount; and

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



                                      64
<PAGE>


Corporation shall assume that it will take delivery of the security with the
lowest Discounted Value.

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



                                      65
<PAGE>


         Forward Commitments to which it is from time to time a party or
         long-term fixed-income securities with a Discounted Value that equals
         or exceeds the amount of the Corporation's obligations under any
         Forward Commitment to which it is from time to time a party; and

                  (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



                                      66
<PAGE>


upon dissolution, liquidation or winding up of the Corporation, (v) reissue
any AMPS previously purchased or redeemed by the Corporation, (vi) merge or
consolidate into 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.



                                      67
<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



                                      68
<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 or two



                                      69
<PAGE>


         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>
          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.



                                      70
<PAGE>


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

                  (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



                                      71
<PAGE>


Potential Beneficial Owners. A Broker-Dealer may also hold shares of AMPS in
its own account as a Beneficial Owner. A Broker-Dealer may thus submit Orders
to the Auction Agent as a Beneficial Owner or a Potential Beneficial Owner and
therefore participate in an 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,
         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.



                                      72
<PAGE>


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



                                      73
<PAGE>


                  (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.




                                      74
<PAGE>


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

         (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.



                                      75
<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 aggregate, will cover exactly the number of Outstanding shares of
         AMPS held by such Existing Holder;



                                      76
<PAGE>


                  (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
         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.



                                      77
<PAGE>


         (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:

                           (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



                                      78
<PAGE>


                           (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,

         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:



                                      79
<PAGE>


                  (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.

         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



                                      80
<PAGE>


         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
         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



                                      81
<PAGE>



         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 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



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<PAGE>



         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 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



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<PAGE>


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 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



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<PAGE>


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 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



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<PAGE>


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 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.



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<PAGE>


         (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.



                                      87
<PAGE>


         IN WITNESS WHEREOF, MUNIYIELD NEW YORK INSURED FUND, INC. has caused
these Articles Supplementary to be signed in its name and on its behalf by its
Vice President, and attested by its Secretary, on the ____ day of
____________, 2005.



                                MUNIYIELD NEW YORK INSURED FUND, INC.




                                By:_________________________________________
                                   Name:
                                   Title:


Attest:



Name:
Title:   Secretary


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



                                By:_________________________________________
                                   Name:
                                   Title:




                                      88
</TEXT>
</DOCUMENT>
