<DOCUMENT>
<TYPE>EX-99.2A2
<SEQUENCE>3
<FILENAME>efc4-1994_5621559ex992a2.txt
<TEXT>
                                                                Exhibit (a)(2)

                            MUNIVEST FUND II, INC.

                Articles Supplementary creating three series of

                       Auction Market Preferred Stock(1)

      MUNIVEST FUND II, 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 2,700 authorized and unissued shares of common stock of the
Corporation as preferred stock of the Corporation and has authorized the
issuance of three series of preferred stock, par value $.10 per share,
liquidation preference $50,000 per share plus an amount equal to accumulated
but unpaid dividends (whether or not earned or declared) thereon, to be
designated respectively: Auction Market Preferred Stock, Series A; Auction
Market Preferred Stock, Series B; and Auction Market Preferred Stock, Series
C.

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

                                  DESIGNATION

      SERIES A: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 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 A." Each share of
Auction Market Preferred Stock, Series A ( sometimes referred to herein as
"Series A AMPS") shall be issued on April 26, 1993; have an Initial


-------------------------
(1)   Registered trademark of Merrill Lynch & Co., Inc.

<PAGE>

Dividend Rate equal to 2.50% per annum; have Initial Dividend Payment Dates as
set forth herein; 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 A shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series A shall
be identical.

      SERIES B: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 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 B." Each share of
Auction Market Preferred Stock, Series B (sometimes referred to herein as
"Series B AMPS") shall be issued on April 26, 1993; have an Initial Dividend
Rate equal to 2.70% per annum; have Initial Dividend Payment Dates as set
forth herein; 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 B shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series B shall
be identical.

      SERIES C: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 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 C." Each share of
Auction Market Preferred Stock, Series C (sometimes referred to herein as
"Series C AMPS") shall be issued on April 26, 1993; have an Initial Dividend
Rate equal to 2.25% per annum; have an Initial Dividend Payment Date as set
forth herein; and have such other preferences, voting powers, limitations as
to dividends,



                                      2
<PAGE>

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

      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:

            "`AA' Composite Commercial Paper Rate," on any date of
determination, means (i) the Interest Equivalent of the rate on commercial
paper placed on behalf of issuers whose corporate bonds are rated "AA" by S&P
or "Aa" by Moody's or the equivalent of such rating by another nationally
recognized rating agency, as such rate is made available on a discount basis
or otherwise by the Federal Reserve Bank of New York for the Business Day
immediately preceding such date, or (ii) in the event that the Federal Reserve
Bank of New York does not make available such a rate, then the arithmetic
average of the Interest Equivalent of the rate on commercial paper placed on
behalf of such issuers, as quoted on a discount basis or otherwise by Merrill
Lynch, Pierce, Fenner & Smith Incorporated or its successors that are
Commercial Paper Dealers, to the Auction Agent for the close of business on
the Business Day immediately preceding such date. If one of the Commercial
Paper Dealers does not quote a rate required to determine the "AA" Composite
Commercial Paper Rate, the "AA" Composite Commercial Paper Rate will be
determined on the basis of the quotation or quotations furnished by any
Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers
selected by the Corporation to provide such rate or rates not being supplied
by the Commercial Paper Dealer. If the number of Dividend Period Days shall be
(i) 7 or more but fewer than 49 days, such rate shall be the Interest
Equivalent of the 30-day rate on such commercial paper; (ii) 49 or more but
fewer



                                      3
<PAGE>

than 70 days, such rate shall be the Interest Equivalent of the 60-day
rate on such commercial paper; (iii) 70 or more days but fewer than 85 days,
such rate shall be the arithmetic average of the Interest Equivalent on the
60-day and 90-day rates on such commercial paper; (iv) 85 or more days but
fewer than 99 days, such rate shall be the Interest Equivalent of the 90-day
rate on such commercial paper; (v) 99 or more days but fewer than 120 days,
such rate shall be the arithmetic average of the Interest Equivalent of the
90-day and 120-day rates on such commercial paper; (vi) 120 or more days but
fewer than 141 days, such rate shall be the Interest Equivalent of the 120-day
rate on such commercial paper; (vii) 141 or more days but fewer than 162 days,
such rate shall be the arithmetic average of the Interest Equivalent of the
120-day and 180-day rates on such commercial paper; and (viii) 162 or more
days but fewer than 183 days, such rate shall be the Interest Equivalent of
the 180-day rate on such commercial paper.

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

            "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, Inc.

            "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.



                                      4
<PAGE>

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

            "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 of such series and Other AMPS Outstanding on such Valuation
Date multiplied by the sum of (a) $50,000 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 for
each series of AMPS 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 Rate); (D) the amount of anticipated expenses
of the Corporation for the 90 days subsequent to such Valuation Date; (E) the
amount of the Corporation's Maximum Potential Additional Dividend Liability as
of such Valuation Date; and (F) any current liabilities as of such Valuation
Date to the extent not reflected in any of






                                      5
<PAGE>

(i)(A) through (i)(E) (including, without limitation, and immediately upon
determination, any amounts due and payable by the Corporation pursuant to
repurchase agreements and any payables for Municipal Bonds purchased as of
such Valuation Date) 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 have a rating assigned by Moody's of at least Aaa, P-1,
VMIG-1 or MIG-1 and, with respect to S&P, at least AAA, SP-1+ or A-1+, in both
cases irrevocably deposited by the Corporation for the payment of the amount
needed to redeem shares of AMPS subject to redemption or any of (i)(B) through
(i)(F).

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

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

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

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




                                      6
<PAGE>

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

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

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

            "Auction Procedures" means the procedures for conducting Auctions
set forth in paragraph 11 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 11 of
these Articles Supplementary, that has been selected by the Corporation and
has entered into a Broker-Dealer Agreement with the Auction Agent that remains
effective.

            "Broker-Dealer Agreement" 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 11 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.



                                      7
<PAGE>

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

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

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

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

            "Corporation" means Munivest Fund II, Inc., a Maryland corporation.

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

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

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

            "Dividend Coverage Amount," as of any Valuation Date, means (A)(i)
the aggregate amount of cash dividends that will accumulate on all shares of
Outstanding AMPS and Other AMPS, in each case to (but not including) the next
Dividend Payment Date therefor for each series of AMPS that follows such
Valuation Date plus (ii) the aggregate amount of all liabilities existing on
such Valuation Date which are payable on or prior to such next Dividend
Payment Date less (B)(i) the combined Market Value of Deposit Securities
irrevocably deposited




                                      8
<PAGE>

with the Auction Agent for the payment of cash dividends on all shares
of AMPS and Other AMPS, (ii) the book value of receivables for Municipal Bonds
sold as of or prior to such Valuation Date, if such receivables are due within
five Business Days of such Valuation Date and in any event on or prior to such
next Dividend Payment Date, and (iii) interest on Municipal Bonds which is
scheduled to be paid on or prior to the next Dividend Payment Date.

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

            "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, any 28-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.

            "First Initial Dividend Payment Date" means May 3, 1993 in the
case of Series A AMPS and Series B AMPS.

            "Forward Commitment" has the meaning set forth in paragraph 9(c)
of these Articles Supplementary.

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



                                      9
<PAGE>

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

            "Initial Dividend Payment Date" means, with respect to Series A
AMPS and Series B AMPS, each of the First Initial Dividend Payment Date, the
Last Initial Dividend Payment Date and the first Business Day of each calendar
month during the Initial Dividend Period, and with respect to Series C AMPS,
May 6, 1993.

            "Initial Dividend Period," with respect to each series of 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 each series of AMPS,
means the rate per annum specified herein applicable to the Initial Dividend
Period for such series of AMPS and, with respect to other AMPS, has the
equivalent meaning.

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

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

            "Last Initial Dividend Payment Date" means July 22, 1993 in the
case of Series A AMPS and October 21, 1993 in the case of Series B AMPS.

            "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 $50,000 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.



                                      10
<PAGE>

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

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

            "Maximum Applicable Rate," with respect to AMPS, has the meaning
set forth in paragraph 11(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



                                      11
<PAGE>

to make Retroactive Taxable Allocations, with respect to any fiscal
year, estimated based upon dividends paid and the amount of undistributed
realized net capital gains and other taxable income earned by the Corporation,
as of the end of the calendar month immediately preceding such Valuation Date
and assuming such Additional Dividends are fully taxable.

            "Minimum Liquidity Level" means, as of any Valuation Date, an
aggregate Market Value of the Corporation's Dividend Coverage Assets not less
than the Dividend Coverage Amount.

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

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

                                                 Rating Category
                             ---------------------------------------------------------
Moody's Exposure Period      Aaa*   Aa*    A*     Baa*  Other** VMIG-1***  SP-1+***
---------------------------  -----  -----  -----  ----- ------- ---------  -----------
<S>                          <C>    <C>    <C>    <C>    <C>      <C>       <C>
7 weeks or less...........   151%   159%   168%   202%   229%     136%      148%
8 weeks or less but
greater than seven weeks..   154    164    173    205    235      137       149
9 weeks or less but
greater than eight weeks..   158    169    179    209    242      138       150

</TABLE>

-----------------------------
*   Moody's rating.
**  Municipal Bonds not rated by Moody's but rated BBB-, BBB or BBB+ by S&P.
*** Municipal Bonds rated MIG-1, VMIG-1 or P-1 or, if not rated by Moody's,
    rated SP-1+ or A-1+ by S&P which do not mature or have a demand feature at
    par exercisable within the Moody's Exposure Period and which do not have a
    long-term rating. For the purposes of the definition of Moody's Eligible
    Assets, these securities will have an assumed rating of "A" by Moody's.

            Notwithstanding the foregoing, (i) no Moody's Discount Factor will
be applied to short-term Municipal Bonds so long as such Municipal Bonds are
rated at least MIG-1, VMIG-1 or P-1 by Moody's and mature or have a demand
feature at par exercisable within the Moody's Exposure Period, and the Moody's
Discount Factor for such Bonds will be 125% if such Bonds are not rated by
Moody's but are rated A-1+ or SP-1+ or AA by S&P and mature or have a




                                      12
<PAGE>

demand feature at par exercisable within the Moody's Exposure Period, and (ii)
no Moody's Discount Factor will be applied to cash or to Receivables for
Municipal Bonds Sold. "Receivables for Municipal Bonds Sold," for purposes of
calculating Moody's Eligible Assets as of any Valuation Date, means no more
than the aggregate of the following: (i) the book value of receivables for
Municipal Bonds sold as of or prior to such Valuation Date if such receivables
are due within five Business Days of such Valuation Date, and if the trades
which generated such receivables are (x) settled through clearing house firms
with respect to which the Corporation has received prior written authorization
from Moody's or (y) with counterparties having a Moody's long-term debt rating
of at least Baa3; and (ii) the Moody's Discounted Value of Municipal Bonds
sold as of or prior to such Valuation Date which generated receivables, if
such receivables are due within five Business Days of such Valuation Date but
do not comply with either of conditions (x) or (y) of the preceding clause
(i).

            "Moody's Eligible Asset" means cash, receivables for Municipal
Bonds Sold or a Municipal Bond that (i) pays interest in cash, (ii) is
publicly rated Baa or higher by Moody's or, if not rated by Moody's but rated
by S&P, is rated at least BBB- by S&P (provided that, for purposes of
determining the Moody's Discount Factor applicable to any such S&P-rated
Municipal Bond, such Municipal Bond (excluding any short-term Municipal Bond)
will be deemed to have a Moody's rating which is one full rating category
lower than its S&P rating), (iii) does not have its Moody's rating suspended
by Moody's; and (iv) is part of an issue of Municipal Bonds of at least
$10,000,000. In addition, Municipal Bonds in the Corporation's portfolio must
be within the following diversification requirements in order to be included
within Moody's Eligible Assets:



                                      13
<PAGE>

                                                            Maximum State or
                      Minimum Issue                            Territory
                         Size          Maximum Underlying    Concentration
Rating                ($ Millions)      Obligor (%) (1)         (%)(1)(3)
                      --------------   ------------------   -----------------
Aaa...............         10                100                  100
Aa................         10                 20                   60
A.................         10                 10                   40
Baa...............         10                  6                   20
Other (2).........         10                  4                   12

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

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

            When the Corporation sells a Municipal Bond and agrees to
repurchase it at a future date, the Discounted Value of such Bond will
constitute a Moody's Eligible Asset and the amount the Corporation is required
to pay upon repurchase of such Bond will count as a liability for purposes of
calculating the AMPS Basic Maintenance Amount. When the Corporation purchases
a Municipal Bond and agrees to sell it at a future date to another party, cash
receivable by the Corporation thereby will constitute a Moody's Eligible Asset
if the long-term debt of such other party is rated as 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.

            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
material lien, mortgage, pledge, security interest or security agreement of
any kind, (iii) held for the purchase of a security pursuant to a Forward
Commitment or (iv) irrevocably deposited by the Corporation for the payment of
dividends or redemption.




                                      14
<PAGE>

            "Moody's Exposure Period" means a period that is the same length
or longer than the number of days used in calculating the cash dividend
component of the AMPS Basic Maintenance Amount and shall initially be the
period commencing on and including a given Valuation Date and ending 48 days
thereafter.

            "Moody's Hedging Transaction" has the meaning set forth in
paragraph 9(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
                    Marginal Tax Rate   Moody's Volatility 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. 33-60712) 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.

            "Municipal Index" has the meaning set forth in paragraph 9(a) of
these Articles Supplementary.

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



                                      15
<PAGE>

            "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 each series of 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, New York City time, on the Business Day preceding such Dividend Payment
Date, the full amount of any dividend on shares of AMPS payable on such
Dividend Payment Date or (ii) deposit, irrevocably in trust, in same-day
funds, with the Auction Agent by 12:00 Noon, New York City time, (A) on 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,




                                      16
<PAGE>

and ending on and including the Business Day on which, by 12:00 Noon,
New York City time, all unpaid cash dividends and unpaid redemption prices
shall have been so deposited or shall have otherwise been made available to
Holders in same-day funds; provided that, a Non-Payment Period shall not end
unless the Corporation shall have given at least five days' but no more than
30 days' written notice 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 275% 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 in lieu of
Moody's or S&P in the event either 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.



                                      17
<PAGE>

            "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.

            "Optional Redemption Price" means $50,000 per share plus an amount
equal to accumulated but unpaid dividends (whether or not earned or declared)
to the date fixed for redemption and excluding Additional Dividends plus any
applicable redemption premium attributable to the designation of a Premium
Call Period.

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

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



                                      18
<PAGE>

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

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

            "Potential Holder" means any Person, 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, par value $.10 per
share, 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.

            "Quarterly Valuation Date" means the twenty-fifth day of the last
month of each fiscal quarter of the Corporation (or, if such day is not a
Business Day, the next succeeding Business Day) in each fiscal year of the
Corporation, commencing July 25, 1993.

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



                                      19
<PAGE>

            "Reference Rate" means: (i) with respect to a Dividend Period or a
Short Term Dividend Period having 28 or fewer days, the higher of the
applicable "AA" Composite Commercial Paper Rate and the Taxable Equivalent of
the Short-Term Municipal Bond Rate, (ii) with respect to any Short Term
Dividend Period having more than 28 but fewer than 183 days, the applicable
"AA" Composite Commercial Paper Rate, (iii) with respect to any Short Term
Dividend Period having 183 or more but fewer than 364 days, the applicable
U.S. Treasury Bill Rate and (iv) with respect to any Long Term Dividend
Period, the applicable U.S. Treasury Note 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 each series of AMPS, has the meaning set
forth in paragraph 2(e) of these Articles Supplementary and, with respect to
Other AMPS, has the equivalent meaning.

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

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



                                      20
<PAGE>

                                                   Rating Category
                                      -----------------------------------------
S&P Exposure Period                     AAA*       AA*         A*        BBB*
------------------------------------- ---------  --------  ----------- --------
40 Business Days                        190%       195%       210%       250%
22 Business Days                        170        175        190        230
10 Business Days                        155        160        175        215
7   Business Days                       150        155        170        210
3   Business Days                       130        135        150        190

-------------------------------------
*   S&P rating.

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

            "S&P Eligible Asset" means cash, Receivables for Municipal Bonds
Sold or a Municipal Bond that (i) is issued by any of the 50 states, the
territories and their subdivisions,




                                      21
<PAGE>

counties, cities, towns, villages, and school districts, agencies, such
as authorities and special districts created by the states, and certain
federally sponsored agencies such as local housing authorities (payments made
on these bonds are exempt from regular federal income taxes and are generally
exempt from state and local taxes in the state of issuance), (ii) is interest
bearing and pays interest at least semi-annually; (iii) is payable with
respect to principal and interest in United States Dollars; (iv) is publicly
rated BBB or higher by S&P or, except in the case of Anticipation Notes that
are grant anticipation notes or bond anticipation notes which must be rated by
S&P to be included in S&P Eligible Assets, if not rated by S&P but rated by
Moody's, is rated at least A by Moody's (provided that such Moody's-rated
Municipal Bonds will be included in S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds does not exceed 50% of the aggregate
Market Value of the S&P Eligible Assets; and further provided that, for
purposes of determining the S&P Discount Factor applicable to any such
Moody's-rated Municipal Bond, such Municipal Bond will be deemed to have an
S&P rating which is one full rating category lower than its Moody's rating);
(v) is not subject to a covered call or covered put option written by the
Corporation; (vi) is not part of a private placement of Municipal Bonds; and
(vii) is part of an issue of Municipal Bonds with an original issue size of at
least $20 million or, if of an issue with an original issue size below $20
million (but in no event below $10 million), is issued by an issuer with a
total of at least $50 million of securities outstanding. Notwithstanding the
foregoing:

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



                                      22
<PAGE>

      every 1% by which the Market Value of such Municipal Bonds exceeds 5% of
      the aggregate Market Value of the S&P Eligible Assets;

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

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

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

            "S&P Hedging Transactions" has the meaning set forth in paragraph
9(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.



                                      23
<PAGE>

            "7-Day Dividend Period means, with respect to Series C AMPS, 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 28 in the case of Series
A AMPS and Series B AMPS and other than seven in the case of Series C AMPS),
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 28 in the case of Series A AMPS and
Series B AMPS and other than seven in the case of Series C AMPS), evenly
divisible by seven, and not fewer than seven nor more than 364 or (ii) a
specified period of one whole year or more but not greater than five years (in
each case subject to adjustment as provided in paragraph 2(b)(i)).

            "Specific Redemption Provisions" means, with respect to a Special
Dividend Period either, or any combination of, (i) a period (a "Non-Call
Period") determined by the Board of Directors of the Corporation, after
consultation with the Auction Agent and the Broker-Dealers, during which the
shares of AMPS subject to such Dividend Period shall not be subject to
redemption at the option of the Corporation and (ii) a period (a "Premium Call
Period"), consisting of a number of whole years and determined by the Board of
Directors of the Corporation, after consultation with the Auction Agent and
the Broker-Dealers, during each year of which the shares of AMPS subject to
such Dividend Period shall be redeemable at the Corporation's option at a
price per share equal to $50,000 plus accumulated but unpaid dividends plus a
premium expressed as a percentage of $50,000, 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.



                                      24
<PAGE>

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

            "Substitute Rating Agency" and "Substitute Rating Agencies" mean a
nationally recognized statistical rating organization or two nationally
recognized statistical rating organizations, respectively, selected by Merrill
Lynch, Pierce, Fenner & Smith Incorporated or its affiliates and successors,
after consultation with the Corporation, to act as the substitute rating
agency or substitute rating agencies, as the case may be, to determine the
credit ratings of the shares of AMPS.

            "Taxable Equivalent of the Short-Term Municipal Bond Rate" on any
date means 90% of the quotient of (A) the per annum rate expressed on an
interest equivalent basis equal to the Kenny S&P 30 day High Grade Index (the
"Kenny Index") or any successor index, made available for the Business Day
immediately preceding such date but in any event not later than 8:30 A.M., New
York City 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



                                      25
<PAGE>

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., New York City 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" has the meaning set forth in paragraph 9(a) of
these Articles Supplementary.

            "28-day Dividend Period" means, with respect to Series A AMPS and
Series B AMPS, a Dividend Period consisting of 28 days.

            "U.S. Treasury Bill Rate" on any date means (i) the Interest
Equivalent of the rate on the actively traded Treasury Bill with a maturity
most nearly comparable to the length of the related Dividend Period, as such
rate is made available on a discount basis or otherwise by the Federal Reserve
Bank of New York in its Composite 3:30 P.M. quotations for U.S. Government
Securities report for such Business Day, or (ii) if such yield as so
calculated is not available, the Alternate Treasury Bill Rate on such date.
"Alternate Treasury Bill Rate" on any date means the Interest Equivalent of
the yield as calculated by reference to the arithmetic average of the bid
price quotations of the actively traded Treasury Bill with a maturity most
nearly comparable to the length of the related Dividend Period, as determined
by bid price quotations as of any time on



                                      26
<PAGE>

the Business Day immediately preceding such date, obtained from at least
three recognized primary U.S. Government securities dealers selected by the
Auction Agent.

            "U.S. Treasury Note Rate" on any date means (i) the yield as
calculated by reference to the bid price quotation of the actively traded,
current coupon Treasury Note with a maturity most nearly comparable to the
length of the related Dividend Period, as such bid price quotation is
published on the Business Day immediately preceding such date by the Federal
Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U.S.
Government Securities report for such Business Day, or (ii) if such yield as
so calculated is not available, the Alternate Treasury Note Rate on such date.
"Alternate Treasury Note Rate" on any date means the yield as calculated by
reference to the arithmetic average of the bid price quotations of the
actively traded, current coupon Treasury Note with a maturity most nearly
comparable to the length of the related Dividend Period, as determined by the
bid price quotations as of any time on the Business Day immediately preceding
such date, obtained from at least three recognized primary U.S. Government
securities dealers selected by the Auction Agent.

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

            "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 Accountant's Confirmation, AMPS Basic
Maintenance Amount, AMPS Basic Maintenance Cure Date, AMPS Basic Maintenance
Report, Deposit Securities, Discounted Value, Dividend Coverage Amount,
Dividend Coverage Assets,





                                      27
<PAGE>

Independent Accountant, Initial Margin, Market Value, Minimum Liquidity
Level, Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure
Period, Moody's Hedging Transactions, Moody's Volatility Factor, S&P Discount
Factor, S&P Eligible Asset, S&P Exposure Period, S&P Hedging Transactions, S&P
Volatility Factor, Valuation Date and Variation Margin have been determined by
the Board of Directors of the Corporation in order to obtain a "aaa" rating
from Moody's and a AAA rating from S&P on the AMPS on their Date of Original
Issue; and the Board of Directors of the Corporation shall have the authority,
without shareholder approval, to adjust, modify, alter or change from time to
time the foregoing definitions and the restrictions and guidelines set forth
thereunder if Moody's and S&P or any Substitute Rating Agency advises the
Corporation in writing that such adjustment, modification, alteration or
change will not adversely affect their then-current ratings on the AMPS.

      2. Dividends. (a) The Holders shall be entitled to receive, when, as and
if declared by the Board of Directors of the Corporation, 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 respective dates set forth below. Dividends on the
shares of AMPS so declared and payable shall be paid (i) in preference to and
in priority over any dividends declared and payable on the Common Stock, and
(ii) to the extent permitted under the Code and to the extent available, 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




                                      28
<PAGE>

funds legally available therefor, commencing on the First Initial Dividend
Payment Date with respect to the Series A AMPS and Series B AMPS and
on the Initial Dividend Payment Date with respect to the Series C AMPS.
Dividends on the AMPS during the Initial Dividend Period shall be payable on
each Initial Dividend Payment Date. Following the Last Initial Dividend
Payment Date for the Series A AMPS and Series B AMPS and the Initial Dividend
Payment Date for the Series C AMPS, dividends on each series of AMPS will be
payable, at the option of the Corporation, either (i) with respect to any
7-Day Dividend Period, any 28-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 (i) the Dividend Payment Date shall be the first
Business Day next succeeding such Normal Dividend Payment Date if such Normal
Dividend Payment Date is a Monday, Tuesday, Wednesday or Thursday, or (ii) the
Dividend Payment Date shall be the first Business Day next preceding such
Normal Dividend Payment Date if such Normal Dividend Payment Date is a Friday.
If, however, in the case of clause (ii) in the preceding sentence, the
Securities Depository shall make available to its participants and members in
funds immediately available in New York City on Dividend Payment Dates the
amount due as dividends on such Dividend Payment Dates (and the Securities
Depository shall have so advised the Corporation), and if the Normal Dividend
Payment Date is not a Business Day, then the Dividend Payment Date shall be
the next succeeding Business Day. Although any particular Dividend Payment
Date may not occur on the originally scheduled date because of the




                                      29
<PAGE>

exceptions discussed above, the next succeeding Dividend Payment Date,
subject to such exceptions, 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 Initial Dividend Period, 7-day Dividend Periods, 28-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, New York City time, on the Business
      Day preceding the Dividend Payment Date. Dividends in arrears for any
      past Dividend Period may be declared and paid at any time, without
      reference to any regular Dividend Payment Date, 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 Last Initial Dividend Payment Date in the case of Series
A AMPS and Series B AMPS and the Initial Dividend Payment Date in the case of
Series C AMPS (the "Initial Dividend Period"), the Applicable Rate shall be
the Initial Dividend Rate. Commencing on the Last Initial Dividend Payment
Date in the case of Series A AMPS and Series B AMPS and the Initial Dividend
Payment Date in the case of Series C AMPS, 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





                                      30
<PAGE>

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 Dividend 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 28-day Dividend Period in the case of Series A
AMPS and Series B AMPS and a 7-Day Dividend Period in the case of Series C
AMPS, provided that if the preceding Dividend Period for Series A AMPS or
Series B AMPS is a Special Dividend Period of less than 28 days, the Dividend
Period commencing during a Non-Payment Period will be the same length as such
preceding Dividend Period. Except in the case of the willful failure of the
Corporation to pay a dividend on a Dividend Payment Date or to redeem any
shares of AMPS on the date set for such redemption, any amount of any dividend
due on any Dividend Payment Date (if, prior to the close of business on the
second Business Day preceding such Dividend Payment Date, the Corporation has
declared such dividend payable on such Dividend Payment Date to the Holders of
such shares of AMPS as of 12:00 noon, New York City time, on the Business Day
preceding such Dividend Payment Date) or redemption price with respect to any
shares of AMPS not paid to such Holders when due may be paid to such Holders
in the same form of funds by 12:00 noon, New York City time, on any of the
first three Business Days after such Dividend Payment Date or due date, as the
case may be, provided that, such amount is accompanied by a late charge
calculated for such period of non-payment at the Non-Payment Period Rate
applied to the amount of such non-payment based on the actual number of days
comprising such period divided by 365. In the case of a willful failure of the
Corporation to pay a dividend on a Dividend Payment Date or to redeem any
shares of AMPS on the date set for such redemption, the preceding sentence
shall not apply and the Applicable Dividend Rate for the Dividend Period
commencing during the




                                      31
<PAGE>

Non-Payment Period resulting from such failure shall be the Non-Payment
Period Rate. For the purposes of the foregoing, payment to a person in
same-day funds on any Business Day at any time shall be considered equivalent
to payment to such person in New York Clearing House (next-day) funds at the
same time on the preceding Business Day, and any payment made after 12:00
noon, New York City time, on any Business Day shall be considered to have been
made instead in the same form of funds and to the same person before 12:00
noon, New York City time, on the next Business Day.

            (ii) The amount of cash dividends per share of AMPS payable (if
      declared) on each Dividend Payment Date of the Initial Dividend Period,
      each 7-Day Dividend Period, each 28-day Dividend Period and each Short
      Term Dividend Period shall be computed by multiplying the Applicable
      Rate for such Dividend Period by a fraction, the numerator of which will
      be the number of days in such Dividend Period such share was outstanding
      and the denominator of which will be 365, multiplying the amount so
      obtained by $50,000, and rounding the amount so obtained to the nearest
      cent. During any Long Term Dividend Period, the amount of dividends per
      share payable on any Dividend Payment Date shall be computed by dividing
      the Applicable Rate for such Dividend Period by twelve, multiplying the
      amount so obtained by $50,000, and rounding the amount so obtained to
      the nearest cent; provided, however, that, if the number of days from
      and including the Date of Original Issue or the preceding Dividend
      Payment date, as the case may be, to and including the day preceding
      such Dividend Payment Date is less than 30 and such days do not
      constitute a full calendar month, then the amount of dividends per share
      payable on such Dividend Payment Date shall be computed by multiplying
      the Applicable Rate for such Dividend Period by a fraction, the
      numerator of which will be




                                      32
<PAGE>

      such number of days and the denominator of which will be 360, multiplying
      the amount so obtained by $50,000, 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 a
      series of AMPS be a number of days (other than 28 in the case of Series
      A AMPS and Series B AMPS and other than seven in the case of Series C
      AMPS), 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 of greater than 28 days (and
      any such request shall be null and void) unless, for any Auction
      occurring after the initial Auction, Sufficient Clearing Bids were made
      in the last occurring Auction and unless full cumulative dividends, any
      amounts due with respect to redemptions, and any Additional Dividends
      payable prior to such date have been paid in full. Such Request for
      Special Dividend Period, in the case of a Short Term Dividend Period,
      shall be given on or prior to the second Business Day but not more than
      seven Business Days prior to an Auction Date for a series of 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 series of AMPS as contemplated
      by such Request for Special Dividend Period and the Optional



                                      33
<PAGE>

      Redemption Price of the AMPS during such Special Dividend Period
      and the Specific Redemption Provisions and shall give the Corporation
      and the Auction Agent 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 and the Auction Agent 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 series of
      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 series of AMPS, the
      Corporation may by no later than the second Business Day prior to such
      Auction Date give a notice (a "Notice of Special Dividend Period") to
      the Auction Agent, the Securities Depository and each Broker-Dealer
      which notice will specify (i) the duration of the special Dividend
      Period, (ii) the Optional Redemption Price as specified in the related
      Response and (iii) the Specific Redemption Provisions, if any, as
      specified in the related Response. The Corporation shall also 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




                                      34
<PAGE>

      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 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 each of the two Valuation Dates
      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 irrevocably deposited with the Auction Agent by the close
      of business on the third Business Day preceding the related Auction Date
      or (z) the Broker-Dealer(s) jointly advises 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 shall also
      provide a copy of such Notice of Revocation to Moody's and S&P. If the
      Corporation is prohibited from giving a Notice of Special Dividend
      Period as a result of any of the factors enumerated in clause (x), (y)
      or (z) of the prior sentence or if the Corporation gives a Notice of
      Revocation with respect to a Notice of Special Dividend Period for any
      series of AMPS, the next



                                      35
<PAGE>

      succeeding Dividend Period for that series will be a 28-day Dividend
      Period in the case of Series A AMPS and Series B AMPS and a
      7-Day Dividend Period in the case of Series C AMPS, provided that if the
      then current Dividend Period for Series A AMPS and Series B AMPS is a
      Special Dividend Period of less than 28 days, the next succeeding
      Dividend Period for such series of AMPS will be the same length as such
      current 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 28-day
      Dividend Period (in the case of Series A AMPS and Series B AMPS) or a
      7-Day Dividend Period (in the case of Series C AMPS) 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 28-day
      Dividend Period (in the case of Series A AMPS and Series B AMPS) or a
      7-Day Dividend Period (in the case of Series C AMPS).

      (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 charge, as herein provided, on the shares of AMPS (except for
Additional Dividends as provided in paragraph 2(a) 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 shares 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



                                      36
<PAGE>

      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 party with the shares of AMPS as to dividends or upon
      liquidation, or call for redemption, redeemed, purchase or otherwise
      acquire for consideration any shares of the Common Stock or any other
      such junior stock (except by conversion into or exchange for stock of
      the Corporation ranking junior to the shares of AMPS as to dividends and
      upon liquidation) or any other such Parity Stock (except by conversion
      into or exchange for stock of the Corporation ranking junior to or on a
      parity with the shares of AMPS as to dividends and upon liquidation),
      unless (A) immediately after such transaction, the 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 an provision for mandatory redemption contained herein.

      (e) Each dividend shall consist of (i) cash at the Applicable Dividend
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




                                      37
<PAGE>

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, 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
from the aggregate of both the Retroactive Taxable Allocations and the
Additional Dividends 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 would have 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




                                      38
<PAGE>

minimum tax with respect to dividends received from the Corporation; and (iii)
assuming that each Retroactive Taxable Allocation would be taxable in the
hands of each holder of shares of AMPS at the greater of: (x) the maximum
marginal regular Federal individual income tax rate applicable to ordinary
income or capital gains depending on the taxable character of the distribution
including any surtax, but without taking into account the effect of any
provision limiting deductions or personal exemptions; or (y) the maximum
marginal regular Federal corporate income tax rate applicable to ordinary
income or capital gains depending on the taxable character of the distribution
(disregarding the phase out of the benefit of lower tax brackets).

      (f) Except as provided below, whenever the Corporation intends to
include any net capital gains or other income subject to regular Federal
income taxes in any dividend on shares of AMPS, the Corporation will notify
the Auction Agent of the amount to be so included at least five Business Days
prior to the Auction Date on which the Applicable Rate for such dividend is to
be established. The Corporation may also include such income in a dividend on
shares of a series 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




                                      39
<PAGE>

payment upon liquidation to the AMPS, the sum of $50,000 per share plus
accumulated but unpaid dividends (whether or not earned or declared) thereon
to date of distribution, and after such payment the holders of AMPS will be
entitled to no other payments 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
party 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 distributions 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) 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 shares of AMPS may be redeemed
      at the option of the Corporation during (A) the Initial Dividend Period
      with respect to such share or (B) a Non-Call Period to which such share
      is subject. In addition, holders of AMPS which are redeemed shall be
      entitled to receive Additional



                                      40
<PAGE>

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




                                      41
<PAGE>

      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 of all
      series, 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 35 days after such
      Cure Date, except that if the Corporation does not have funds legally
      available for the redemption of all of the required number of shares of
      AMPS and shares of other Preferred Stock which are subject to mandatory
      redemption or the Corporation otherwise is unable to effect such
      redemption on or prior to 35 days after such Cure Date, the Corporation
      shall redeem those shares of AMPS which it is unable to




                                      42
<PAGE>

      redeem on the earliest practicable date on which it is able to
      effect such redemption out of funds legally available therefor.

      (b) Notwithstanding any other provisions 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 no 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) Whenever shares of AMPS are to be redeemed, the Corporation, not
less than 20 nor more than 30 days prior to the date fixed for redemption,
shall mail a notice ("Notice of Redemption") by first-class mail, postage
prepaid, to each Holder of shares of AMPS to be redeemed and to the Auction
Agent. The 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 of such
series to be redeemed, (iv) the place or places where shares of AMPS of such
series are to be surrendered for payment of the redemption price, (v) a
statement that dividends on the shares to be redeemed shall cease to
accumulate on such redemption date (except that holders may be entitled to
Additional Dividends) and (vi) the provision of these Articles Supplementary
pursuant to which such shares are being redeemed.




                                      43
<PAGE>

No defect in the Notice of Redemption or in the mailing or publication thereof
shall affect the validity of the redemption proceedings, except as provided 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 a cash amount 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 moneys 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 the Corporation such amount remaining on deposit
and the Auction Agent shall thereupon be relieved of all responsibility to the
Holder of such shares called for redemption and such Holder thereafter shall
look only to the Corporation for the redemption payment.

      5. Voting Rights. (a) General. Except as otherwise provided in the
Charter or By-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



                                      44
<PAGE>

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 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.



                                      45
<PAGE>

      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, or increase the authorized or issued amount of, any class or series
of stock ranking prior to or on a parity with any series of Preferred Stock
with respect to payment of dividends or the distribution of assets on
liquidation, or increase the authorized amount of AMPS or any other Preferred
Stock, 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 AMPS are outstanding, the
Corporation shall not approve any of the actions set forth in clause (i) or
(ii) which adversely affects the contract rights expressly set forth in the
Charter of a Holder of shares of a series of AMPS differently than those of a
Holder of shares of any other series of AMPS without the affirmative vote of
the holders of at least a majority of the shares of AMPS of each series
adversely affected and outstanding at such time (each such adversely affected
series 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. The class



                                      46
<PAGE>

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.

      (d) Voting Procedures.

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

           (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




                                      47
<PAGE>

      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)(ii).

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



                                      48
<PAGE>

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 the AMPS Basic
Maintenance Amount on or prior to the AMPS Basic Maintenance Cure Date.

      (b) On or before 5:00 p.m., New York City time, on the third Business
Day after a Valuation Date on which the Corporation fails to satisfy the AMPS
Basic Maintenance Amount, the Corporation shall complete and deliver to the
Auction Agent, and Moody's and S&P, as the case may be, a complete AMPS Basic
Maintenance Report as of the date of such failure, which will be deemed to
have been delivered to the Auction Agent if the Auction Agent receives a copy
or telecopy, telex or other electronic transcription thereof and on the same
day the Corporation mails to the Auction Agent for delivery on the next
Business Day the complete AMPS Basic Maintenance Report. The Corporation will
deliver an AMPS Basic Maintenance Report to the Auction Agent and Moody's and
S&P, as the case may be, on or before 5:00 p.m., New York



                                      49
<PAGE>

City time, on the third Business Day 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 or 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 5% or more. The Corporation will also deliver an
AMPS Basic Maintenance Report to the Auction Agent, Moody's and S&P as of each
Quarterly Valuation Date on or before the third Business day after such date.
Additionally, on or before 5:00 p.m., New York City time, on the third
Business Day after the first day of a Special Dividend Period, the Corporation
will deliver an AMPS Basic Maintenance Report to S&P and the Auction Agent.
Whenever the Corporation delivers an AMPS Basic Maintenance Report to S&P
pursuant to this paragraph 7(b), it shall also deliver a Certificate of
Minimum Liquidity to S&P and the Auction Agent. 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 and a Certificate of Minimum Liquidity in accordance with
paragraph 7(b) above relating to a Quarterly Valuation Date, the Independent
Accountant will confirm in writing to the Auction Agent, S&P and Moody's (i)
the mathematical accuracy of the calculations reflected in such Report (and in
any other AMPS Basic Maintenance Report, randomly selected by the Independent
Accountant, that was delivered by the Corporation during the quarter ending




                                      50
<PAGE>

on such Quarterly Valuation Date) and (with respect to S&P only while S&P is
rating the AMPS) such Certificate, (ii) that, in such Report (and in such
randomly selected 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 such Quarterly Valuation Date in accordance
with these Articles Supplementary, (iii) that, in such Report (and in such
randomly selected Report), the Corporation determined whether the Corporation
had, at such Quarterly Valuation Date (and at the Valuation Date addressed in
such randomly-selected Report) 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, (iv) that (with respect to S&P only) in such Certificate, the
Corporation determined the Minimum Liquidity Level and the Corporation's
Deposit Securities in accordance with these Articles Supplementary, including
maturity or tender date, (v) with respect to the S&P rating on Municipal
Bonds, the issuer name, issue size and coupon rate listed in such Report and
(with respect to S&P only) such Certificate, that the Independent Accountant
has requested that S&P verify such information and the Independent Accountant
shall provide a listing in its letter of any differences, (vi) with respect to
the Moody's ratings on Municipal Bonds, the issuer name, issue size and coupon
rate listed in such Report and (with respect to S&P only) such Certificate,
that such information has been verified by Moody's (in the event such
information is not verified by Moody's, the Independent Accountant will
inquire of Moody's what such information is, and provide a listing in its
letter of any differences), (vii) with respect to the bid or mean price (or
such alternative permissible factor used in calculating the Market Value)
provided by the custodian of the Corporation's assets to the Corporation for
purposes of valuing securities in the Corporation's portfolio, the Independent
Accountant has traced the price used in such Report and




                                      51
<PAGE>

(with respect to S&P only) such Certificate to the bid or mean price
listed in such Report and (with respect to S&P only) such Certificate as
provided to the Corporation and verified that such information agrees (in the
event such information does not agree, the Independent Accountant will provide
a listing in its letter of such differences) and (viii) with respect to such
confirmation to Moody's, that the Corporation has satisfied the requirements
of paragraph 9(b) of these Articles Supplementary (such confirmation is herein
called the "Accountant's Confirmation").

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

      (e) If any Accountant's Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph 7 shows that an error was made in the AMPS Basic
Maintenance Report for a particular Valuation Date for which such Accountant's
Confirmation 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 Accountant, the calculation or determination made by such
Independent Accountant shall be final and conclusive and shall be binding on
the Corporation, and the Corporation shall accordingly amend and deliver the
AMPS Basic Maintenance Report to the Auction Agent, S&P and Moody's promptly
following receipt by the Corporation of such Accountant's Confirmation.




                                      52
<PAGE>

      (f) On or before 5:00 p.m., New York City time, on the first Business
Day after the Date of Original Issue of the shares of AMPS, the Corporation
will complete and deliver to S&P 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 Accountant will
confirm in writing to S&P and Moody's (i) the mathematical accuracy of the
calculation 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., New York City time, on
the first Business Day after shares of Common Stock are repurchased by the
Corporation, the Corporation will complete and deliver to S&P and Moody's an
AMPS Basic Maintenance Report as of the close of business on such date that
Common Stock is repurchased.

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




                                      53
<PAGE>

      8. Minimum Liquidity Level. (a) For so long as any shares of AMPS are
rated by S&P, the Corporation shall be required to have, as of each Valuation
Date, Dividend Coverage Assets having in the aggregate a Market Value not less
than the Dividend Coverage Amount.

      (b) As of each Valuation Date as long as any shares of AMPS are rated by
S&P, the Corporation shall determine (i) the Market Value of the Dividend
Coverage Assets owned by the Corporation as of that Valuation Date, (ii) the
Dividend Coverage Amount on that Valuation Date, and (iii) whether the Minimum
Liquidity Level is met as of that Valuation Date. The calculations of the
Dividend Coverage Assets, the Dividend Coverage Amount and whether the Minimum
Liquidity Level is met shall be set forth in a certificate (a "Certificate of
Minimum Liquidity") dated as of the Valuation Date. The AMPS Basic Maintenance
Report and the Certificate of Minimum Liquidity may be combined in one
certificate. The Corporation shall cause the Certificate of Minimum Liquidity
to be delivered to S&P not later than the close of business on the third
Business Day after the Valuation Date applicable to such Certificate pursuant
to paragraph 7(b). The Minimum Liquidity Level shall be deemed to be met as of
any date of determination if the Corporation has timely delivered a
Certificate of Minimum Liquidity relating to such date which states that the
same has been met and which is not manifestly inaccurate. In the event that a
Certificate of Minimum Liquidity is not delivered to S&P when required, the
Minimum Liquidity Level shall be deemed not to have been met as of the
applicable date.

      (c) If the Minimum Liquidity Level is not met as of any Valuation Date,
then the Corporation shall purchase or otherwise acquire Dividend Coverage
Assets to the extent necessary so that the Minimum Liquidity Level is met as
of the fifth Business Day following such Valuation Date. The Corporation
shall, by such fifth Business Day, provide to S&P a Certificate of Minimum
Liquidity setting forth the calculations of the Dividend Coverage Assets




                                      54
<PAGE>

and the Dividend Coverage Amount and showing that the Minimum Liquidity Level is
met as of such fifth Business Day together with a report of the custodian of
the Corporation's assets confirming the amount of the Corporation's Dividend
Coverage Assets as of such fifth Business Day.

      9. Certain Other Restrictions.

      (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 United States Treasury Bonds
with remaining maturities of ten years of more ("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 $100,000 or
      (C) outstanding futures contracts based on the Municipal Index exceeding
      in number 10% of the average number of daily traded




                                      55
<PAGE>

      futures contracts based on the Municipal Index in the 30 days
      preceding the time of effecting such transaction as reported by The Wall
      Street Journal;

            (ii) the Corporation will not engage in any S&P Hedging
      Transaction based on Treasury Bonds (other than Closing Transactions)
      which would cause the Corporation at the time of such transaction to own
      or have sold the lesser of (A) outstanding futures contracts based on
      Treasury Bonds and on the Municipal Index exceeding in number 25% of the
      quotient of the Market Value of the Corporation's total assets divided
      by $100,000 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
      short-term, fixed-income securities in a segregated account with the
      Corporation's custodian, so that the amount so




                                      56
<PAGE>

      segregated plus the amount of Initial Margin and Variation Margin
      held in the account of or on behalf of the Corporation's broker with
      respect to such futures contract or option equals the Market Value of
      the futures contract or option, or, in the event the Corporation writes
      a future 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 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 purchase or sell exchange-traded
futures contracts based on the Municipal Index or Treasury Bonds and purchase,
write or sell exchange-traded put options on such futures contracts and
purchase, write or sell exchange-traded call options on such futures contracts
(collectively, "Moody's Hedging Transactions"), subject to the following
limitations:

            (i) the Corporation will not engage in any Moody's Hedging
      Transaction based on the Municipal Index (other than Closing
      Transactions) which would cause the




                                      57
<PAGE>

      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 the Market Value of all 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 Moody's Eligible Assets owned by the Corporation (other than Moody's
      Eligible Assets already subject to a Moody's Hedging Transaction) and
      rated Baa or A by Moody's (or, if not rated by Moody's but rated by S&P,
      rated A or AA by S&P) (for purposes of the foregoing clauses (i) and
      (ii), the Corporation shall be deemed to own the number of futures
      contracts that underlie any outstanding options written by the
      Corporation);

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



                                      58
<PAGE>

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

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

            (vi) 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;

           (vii) the Corporation will not engage in options and futures
      transactions for leveraging or speculative purposes and 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
      purchases; and

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

      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




                                      59
<PAGE>

reversible" or which expire within 49 days after the date as of which such
valuation is made shall be valued at the lesser of (a) Discounted Value
and (b) the exercise price of the call option written by the Corporation; (ii)
assets subject to call options written by the Corporation not meeting the
requirements of clause (i) of this sentence shall have no value; (iii) assets
subject to put options written by the Corporation shall be valued at the
lesser of (A) the exercise price and (B) the Discounted Value of the subject
security; (iv) futures contracts shall be valued at the lesser of (A)
settlement price and (B) the Discounted Value of the subject security,
provided that, if a contract matures within 49 days after the date as of which
such valuation is made, where the Corporation is the seller the contract may
be valued at the settlement price and where the Corporation is the buyer the
contract may be valued at the Discounted Value of the subject securities and
(v) where delivery may be made to the Corporation with any security of a class
of securities, the Corporation shall assume that it will take delivery of the
security with the lowest Discounted Value.

      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 future contract and does not own the underlying contract.



                                      60
<PAGE>


      (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 9(b) of these Articles Supplementary) except that the
Corporation may enter into such contracts to purchase newly-issued securities
on the date such securities are issued ("Forward Commitments"), subject to the
following limitations:

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

      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.

      (d) 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, s the case may




                                      61
<PAGE>

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 purposes 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), (ii) engage in short sales of
securities, (iii) lend any securities, (iv) issue any class or series of stock
ranking prior to or on a parity with the AMPS with respect to the payment of
dividends or the distribution of assets upon dissolution, liquidation or
winding up of the Corporation, (v) reissue 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.

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

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

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

           (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
      11(d)(i) below.

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



                                      62
<PAGE>

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

           (vi) "Hold Order" has the meaning specified in paragraph 11(b)(i)
      below.

          (vii) "Maximum Applicable Rate" for any Dividend Period will be
      the Applicable Percentage of the Reference Rate. The Applicable
      Percentage 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 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:

                                         Applicable          Applicable
             Credit Ratings              Percentage of       Percentage of
---------------------------------------- Reference Rate -    Reference Rate -
      Moody's                S&P         No Notification     Notification
-----------------    ------------------- ------------------  -----------------
"aa3" or higher      AA- or higher              110%                150%
"a3" to "a1"         A- to A+                   125%                160%
"baa3" to "baa1"     BBB- to BBB+               150%                250%
Below "baa3"         Below BBB-                 200%                275%


      The Corporation shall take all reasonable action necessary to enable S&P
and Moody's to provide a rating for each series of AMPS. If either S&P or
Moody's shall not make such a rating available, or neither S&P nor Moody's
shall make such a rating available, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its affiliates and successors, after consultation with the
Corporation, shall select a nationally recognized statistical rating
organization or two nationally recognized statistical rating organizations to
act as a Substitute Rating Agency or Substitute Rating Agencies, as the case
may be.

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



                                      63
<PAGE>

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

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

            (xi) "Submitted Bid" has the meaning specified in paragraph
      11(d)(i) below.

           (xii) "Submitted Hold Order" has the meaning specified in
      paragraph 11(d)(i) below.

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

           (xiv) "Submitted Sell Order" has the meaning specified in
      paragraph 11(d)(i) below.

            (xv) "Sufficient Clearing Bids" has the meaning specified in
      paragraph 11(d)(i) below.

           (xvi) "Winning Bid Rate" has the meaning specified in paragraph
      11(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




                                      64
<PAGE>

      respect of shares subject to Orders submitted to them by Potential
      Beneficial Owners. A Broker-Dealer may also hold shares of AMPS in its
      own account as a Beneficial Owner. A Broker-Dealer may thus submit
      orders to the Auction 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




                                      65
<PAGE>

            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.

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



                                      66
<PAGE>

                  (2) such number or a lesser number of Outstanding shares of
            AMPS to be determined as set forth in paragraph 11(e)(i)(D) if the
            Applicable Rate determined on such Auction Date shall be equal to
            the rate per annum specified therein; or

                  (3) a lesser number of Outstanding shares of AMPS to be
            determined as set forth in paragraph 11(e)(ii)(C) if such
            specified rate per annum shall be higher than the Maximum
            Applicable Rate and Sufficient Clearing Bids do not exist.

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

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

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

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

                        (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 in such
                  Bid; or

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



                                      67
<PAGE>

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

           (i) Each Broker-Dealer shall submit in writing or through the
      Auction Agent's Auction Processing System 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.



                                      68
<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) and a Sell Order (in the case of
      an Auction relating to a Special Dividend Period) 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 Holder 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;




                                      69
<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 11(c)(iv)(A) above (and if more than one
            Bid submitted on behalf of such Existing Holder specifies the same
            rate per annum and together they cover more than the remaining
            number of shares that can be the subject of valid Bids after
            application of paragraph 11(c)(iv)(A) above and of the foregoing
            portion of this paragraph 11(c)(iv)(B) to any Bid or Bids
            specifying a lower rate or rates per annum, the number of shares
            subject to each of such Bids shall be reduced pro rata so that
            such Bids, in the aggregate, cover exactly such remaining number
            of shares); and the number of shares, if any, subject to Bids not
            valid under this paragraph 11(c)(iv)(B) shall be treated as the
            subject of a Bid by a Potential Holder; and

                  (C) any Sell Order shall be considered valid up to and
            including the excess of the number of Outstanding shares of AMPS
            held by such Existing Holder over the number of shares of AMPS
            subject to Hold Orders referred to in paragraph 11(c)(iv)(A) and
            Bids referred to in paragraph 11(c)(iv)(B); provided 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.




                                      70
<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 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



                                      71
<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 clauses (1) and (2) above are
                  each zero because all of the Outstanding shares of AMPS are
                  the subject of Submitted holder Orders), such Submitted Bids
                  by Potential Holders being hereinafter referred to
                  collectively as "Sufficient Clearing Bids"); and

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

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

                        (2) each Submitted Bid from Potential Holders
                  specifying 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 11(d)(i), the Auction Agent shall advise the
      Corporation of the Maximum




                                      72
<PAGE>

      Applicable Rate and, based on such determination, the Applicable Rate
      for the next succeeding Dividend Period as follows:

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

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

                  (C) if all of the Outstanding shares of AMPS are the subject
            of Submitted Hold Orders, that 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 59% 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 11(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 11(e)(iii) and paragraph 11(e)(iv), Submitted
      Bids and Submitted Sell Orders



                                      73
<PAGE>

      shall be accepted or rejected in the following order or priority and all
      other Submitted Bids shall be rejected:

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

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

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

                  (D) the Submitted Bid of each of the Existing Holders
            specifying a rate per annum that is equal to the Winning Bid Rate
            shall be rejected, thus entitling each such Existing Holder to
            continue to hold the Outstanding shares of AMPS that are the
            subject of such Submitted Bid, unless the number of Outstanding
            shares of AMPS subject to all such Submitted Bids shall be greater
            than the number of Outstanding shares of AMPS ("Remaining Shares")
            equal to the excess of the Available AMPS over the number of
            Outstanding shares of AMPS subject to Submitted Bids described in
            paragraph 11(e)(i)(B) and paragraph 11(e)(i)(c), in which event
            the Submitted Bids of each such Existing Holder shall be accepted,
            and each such Existing Holder shall be required to sell
            Outstanding shares of AMPS, but only in an amount equal to the
            difference between (1) the number of




                                      74
<PAGE>

            Outstanding shares of AMPS then held by such Existing Holder
            subject to such Submitted Bid and (2) the number of shares of AMPS
            obtained by multiplying (x) the number of Remaining Shares by (y)
            a fraction the numerator of which shall be the number of
            Outstanding shares of AMPS held by such Existing Holder subject to
            such Submitted Bid and the denominator of which shall be the sum
            of the numbers of Outstanding shares of AMPS subject to such
            Submitted Bids made by all such Existing Holders that specified a
            rate per annum equal to the Winning Bid Rate; and

                  (E) the Submitted Bid of each of the Potential Holders
            specifying a rate per annum that is equal to the Winning Bid Rate
            shall be accepted but only in an amount equal to the number of
            Outstanding shares of AMPS obtained by multiplying (x) the
            difference between the Available AMPS and the number of
            Outstanding shares of AMPS subject to Submitted Bids described in
            paragraph 11(e)(i)(B), paragraph 11(e)(i)(C) and paragraph
            11(e)(i)(D) by (y) a fraction the numerator of which shall be the
            number of Outstanding shares of AMPS subject to such Submitted Bid
            and the denominator of which shall be the sum of the 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 11(e)(iii),
      Submitted Orders shall be accepted or rejected as follows in the
      following order of priority and all other Submitted Bids shall be
      rejected:



                                      75
<PAGE>

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

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

                  (C) the Submitted Bids of each Existing Holder specifying
            any rate per annum that is higher than the Maximum Applicable Rate
            shall be accepted and the Submitted Sell Orders of each Existing
            Holder shall be accepted, in both cases only in an amount equal to
            the difference between (1) the number of Outstanding shares of
            AMPS then held by such Existing Holder subject to such Submitted
            Bid or Submitted Sell Order and (2) the number of shares of AMPS
            obtained by multiplying (x) the difference between the Available
            AMPS and the aggregate number of Outstanding shares of AMPS
            subject to Submitted Bids described in paragraph 11(e)(ii)(A) and
            paragraph 11(e)(ii)(B) by (y) a fraction the numerator of which
            shall be the number of Outstanding shares of AMPS held by such
            Existing Holder subject to such Submitted Bid or Submitted Sell
            Order and the denominator of which shall be the number of
            Outstanding shares of AMPS subject to all such Submitted Bids and
            Submitted Sell Orders.

            (iii) If, as a result of the procedures described in paragraph
      11(e)(i) or paragraph 11(e)(ii), any Existing Holder would be entitled
      or required to sell, or any Potential Holder would be entitled or
      required to purchase, a fraction of a share of AMPS




                                      76
<PAGE>

      on any Auction Date, the Auction Agent shall, in such manner as in
      its sole discretion it shall determine, round up or down the number of
      shares of AMPS to be purchased or sold by any Existing Holder or
      Potential Holder on such Auction Date so that each Outstanding share of
      AMPS purchased or sold by each Existing Holder or Potential Holder on
      such Auction Date shall be a whole share of AMPS.

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

            (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.




                                      77
<PAGE>

      (f) Miscellaneous. The Corporation may interpret the provisions of this
paragraph 11 to resolve any inconsistency or ambiguity, remedy any formal
defect or make any other change or modification that does not 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 11 or to or through a Broker-Dealer, provided that
in the case of all transfers other than pursuant to Auctions such Beneficial
Owner or Existing Holder, its Broker-Dealer, if applicable, or its Agent
Member advises the Auction Agent of such transfer and (B) except as otherwise
required by law, shall have the ownership of the shares of AMPS held by it
maintained in book entry form by the Securities Depository in the account of
its Agent Member, which in turn will maintain records of such Beneficial
Owner's beneficial ownership. Neither the Corporation nor any Affiliate 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 of a series
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.

      12. Securities Depository; Stock Certificates. (a) If there is a
Securities Depository, one certificate for all of the shares of AMPS of each
series shall be issued to the Securities Depository and registered in the name
of the Securities Depository or its nominee. Additional



                                      78
<PAGE>

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

      (b) If the Applicable Rate applicable to all shares of AMPS of a series
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 12(a)) registered
in the names of the Beneficial Owners or their nominees and rescind the
stop-transfer instructions referred to in paragraph 12(a) with respect to such
shares.




                                      79
<PAGE>


      IN WITNESS WHEREOF, MUNIVEST FUND II, INC. has caused these presents to
be signed in its name and on its behalf by a duly authorized officer, and its
corporate seal to be hereunto affixed and attested by its Secretary, and the
said officers of the Corporation further acknowledge said instrument to be the
corporate act of the Corporation, and state under the penalties of perjury
that to the best of their knowledge, information and belief the matters and
facts herein set forth with respect to approval are true in all material
respects, all on April 19, 1993.

                                    MUNIVEST FUND II, INC.


                                    By  /s/ Vincent Giordano
                                        ----------------------
                                        Name: Vincent Giordano
                                        Title: Vice President

Attest:


/s/ Mark Goldfus
----------------
    Mark Goldfus
     Secretary





                                      80

</TEXT>
</DOCUMENT>
