$44,000,000

                  Nuveen Performance Plus Municipal Fund, Inc.

                Municipal AuctionRate CumulativePreferred Stock

                                MuniPreferred(R)

                             1,760 Shares Series TH

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

                                   PROSPECTUS
                                --------------

                            PaineWebber Incorporated
                              Salomon Smith Barney

                               December 10, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>

                 NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.

                 STATEMENT ESTABLISHING AND FIXING THE RIGHTS
                              AND PREFERENCES OF
                            MUNICIPAL AUCTION RATE
               CUMULATIVE PREFERRED STOCK ("MUNIPREFERRED(R)"),

                                   SERIES TH

     Nuveen Performance Plus Municipal Fund, Inc., a Minnesota corporation (the
"Corporation"), hereby certifies to the Secretary of State of Minnesota as
follows:

     First: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by its amended and restated articles of incorporation, the Board
of Directors has, by resolution duly adopted on December 18, 1998, authorized
the issuance of a series of its authorized Preferred Stock designated as its
Municipal Auction Rate Cumulative Preferred Stock, Series TH.

     Second: The rights and preferences of the shares of such series of stock
are as follows:
<PAGE>

                 NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                                                     <C>
DEFINITIONS..............................................................................................B-1
"AA" COMPOSITE COMMERCIAL PAPER RATE.....................................................................B-l
ACCOUNTANT'S CONFIRMATION................................................................................B-2
AFFILIATE................................................................................................B-2
AGENT MEMBER ............................................................................................B-2
ANTICIPATION NOTES.......................................................................................B-2
APPLICABLE RATE .........................................................................................B-2
ARTICLES.................................................................................................B-2
AUCTION..................................................................................................B-2
AUCTION AGENCY AGREEMENT.................................................................................B-2
AUCTION AGENT............................................................................................B-2
AUCTION DATE.............................................................................................B-2
AUCTION PROCEDURES.......................................................................................B-2
AVAILABLE MUNIPREFERRED .................................................................................B-3
BENCHMARK RATE...........................................................................................B-3
BENEFICIAL OWNER.........................................................................................B-3
BID AND BIDS.............................................................................................B-3
BIDDER AND BIDDERS.......................................................................................B-3
BOARD OF DIRECTORS.......................................................................................B-3
BROKER-DEALER............................................................................................B-3
BROKER-DEALER AGREEMENT .................................................................................B-3
BUSINESS DAY.............................................................................................B-3
CODE.....................................................................................................B-3
COMMERCIAL PAPER DEALERS.................................................................................B-3
COMMON STOCK.............................................................................................B-3
CURE DATE................................................................................................B-3
DATE OF ORIGINAL ISSUE ..................................................................................B-3
DEPOSIT SECURITIES.......................................................................................B-3
DISCOUNTED VALUE.........................................................................................B-4
DIVIDEND PAYMENT DATE....................................................................................B-4
DIVIDEND PERIOD..........................................................................................B-4
EXISTING HOLDER..........................................................................................B-4
FAILURE TO DEPOSIT.......................................................................................B-4
FEDERAL TAX RATE INCREASE................................................................................B-4
FUND.....................................................................................................B-4
HOLDER...................................................................................................B-5
HOLD ORDER AND HOLD ORDERS...............................................................................B-5
INDEPENDENT ACCOUNTANT...................................................................................B-5
INITIAL RATE PERIOD......................................................................................B-5
INTEREST EQUIVALENT......................................................................................B-5
ISSUE TYPE CATEGORY......................................................................................B-5
KENNY INDEX..............................................................................................B-5
LATE CHARGE..............................................................................................B-5
LIQUIDATION PREFERENCE...................................................................................B-5
MARKET VALUE.............................................................................................B-5
MAXIMUM RATE.............................................................................................B-5
MINIMUM RATE PERIOD......................................................................................B-6
MOODY'S..................................................................................................B-6
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                       <C>
MOODY'S DISCOUNT FACTOR...................................................B-6
MOODY'S ELIGIBLE ASSET....................................................B-6
MOODY'S EXPOSURE PERIOD...................................................B-6
MOODY'S VOLATILITY FACTOR.................................................B-6
MUNIPREFERRED.............................................................B-7
MUNIPREFERRED BASIC MAINTENANCE AMOUNT....................................B-7
MUNIPREFERRED BASIC MAINTENANCE CURE DATE.................................B-8
MUNIPREFERRED BASIC MAINTENANCE REPORT ...................................B-8
MUNICIPAL OBLIGATIONS.....................................................B-8
1940 ACT..................................................................B-8
1940 ACT CURE DATE........................................................B-9
1940 ACT MUNIPREFERRED ASSET COVERAGE.....................................B-9
NOTICE OF REDEMPTION......................................................B-9
NOTICE OF SPECIAL RATE PERIOD.............................................B-9
ORDER AND ORDERS..........................................................B-9
ORIGINAL ISSUE INSURANCE..................................................B-9
OTHER ISSUES..............................................................B-9
OUTSTANDING ..............................................................B-9
PERMANENT INSURANCE.......................................................B-9
PERSON....................................................................B-9
PORTFOLIO INSURANCE.......................................................B-9
POTENTIAL BENEFICIAL OWNER................................................B-9
POTENTIAL HOLDER.........................................................B-10
PREFERRED STOCK..........................................................B-10
QUARTERLY VALUATION DATE.................................................B-10
RATE MULTIPLE............................................................B-10
RATE PERIOD..............................................................B-10
RATE PERIOD DAYS.........................................................B-10
RECEIVABLES FOR MUNICIPAL OBLIGATIONS SOLD...............................B-10
REDEMPTION PRICE.........................................................B-10
REFERENCE RATE...........................................................B-10
REGISTRATION STATEMENT...................................................B-10
S&P......................................................................B-11
S&P DISCOUNT FACTOR......................................................B-11
S&P ELIGIBLE ASSET.......................................................B-11
S&P EXPOSURE PERIOD......................................................B-11
S&P VOLATILITY FACTOR....................................................B-11
SECONDARY MARKET INSURANCE...............................................B-11
SECURITIES DEPOSITORY....................................................B-11
SELL ORDER AND SELL ORDERS...............................................B-11
SPECIAL RATE PERIOD......................................................B-11
SPECIAL REDEMPTION PROVISIONS ...........................................B-11
SUBMISSION DEADLINE......................................................B-11
SUBMITTED BID AND SUBMITTED BIDS.........................................B-11
SUBMITTED HOLD ORDER AND SUBMITTED HOLD ORDERS...........................B-11
SUBMITTED ORDER AND SUBMITTED ORDERS.....................................B-11
SUBMITTED SELL ORDER AND SUBMITTED SELL ORDERS...........................B-12
SUBSEQUENT RATE PERIOD...................................................B-12
SUBSTITUTE COMMERCIAL PAPER DEALER.......................................B-12
SUBSTITUTE U.S. GOVERNMENT SECURITIES DEALER.............................B-12
SUFFICIENT CLEARING BIDS.................................................B-12
TAXABLE EQUIVALENT OF THE SHORT-TERM MUNICIPAL BOND RATE.................B-12
TREASURY BILL............................................................B-13
TREASURY BILL RATE.......................................................B-13
</TABLE>

<PAGE>

    TREASURY NOTE...........................................................B-13
    TREASURY NOTE RATE......................................................B-13
    U.S. GOVERNMENT SECURITIES DEALER.......................................B-13
    VALUATION DATE .........................................................B-13
    VOLATILITY FACTOR ......................................................B-14
    VOTING PERIOD ..........................................................B-14
    WINNING BID RATE .......................................................B-14

PART I......................................................................B-15

1.  NUMBER OF AUTHORIZED SHARES.............................................B-15

2.  DIVIDENDS
    (a)  RANKING............................................................B-15
    (b)  CUMULATIVE CASH DIVIDENDS .........................................B-15
    (c)  DIVIDENDS CUMULATIVE FROM DATE OF ORIGINAL ISSUE...................B-15
    (d)  DIVIDEND PAYMENT DATES AND ADJUSTMENT THEREOF......................B-15
    (e)  DIVIDEND RATES AND CALCULATION OF DIVIDENDS .......................B-16
            (i)  DIVIDEND RATES ............................................B-16
            (ii) CALCULATION OF DIVIDENDS ..................................B-17
    (f)  CURING A FAILURE TO DEPOSIT........................................B-18
    (g)  DIVIDEND PAYMENTS BY FUND TO AUCTION AGENT.........................B-18
    (h)  AUCTION AGENT AS TRUSTEE OF DIVIDEND PAYMENTS BY FUND..............B-18
    (i)  DIVIDENDS PAID TO HOLDERS..........................................B-18
    (j)  DIVIDENDS CREDITED AGAINST EARLIEST ACCUMULATED
         BUT UNPAID DIVIDENDS...............................................B-18
    (k)  DIVIDENDS DESIGNATED AS EXEMPT-INTEREST DIVIDENDS..................B-18

3.  (Reserved)..............................................................B-18

4.  DESIGNATION OF SPECIAL RATE PERIODS.....................................B-18
    (a)  LENGTH OF AND PRECONDITIONS FOR SPECIAL RATE PERIOD................B-18
    (b)  ADJUSTMENT OF LENGTH OF SPECIAL RATE PERIOD .......................B-19
    (c)  NOTICE OF PROPOSED SPECIAL RATE PERIOD ............................B-19
    (d)  NOTICE OF SPECIAL RATE PERIOD .....................................B-20
    (e)  FAILURE TO DELIVER NOTICE OF SPECIAL RATE PERIOD ..................B-20

5.  VOTING RIGHTS...........................................................B-21
    (a)  ONE VOTE PER SHARE OF MUNIPREFERRED ...............................B-21
    (b)  VOTING FOR ADDITIONAL DIRECTORS ...................................B-21
            (i)   VOTING PERIOD ............................................B-21
            (ii)  NOTICE OF SPECIAL MEETING.................................B-21
            (iii) TERMS OF OFFICE OF EXISTING DIRECTORS ....................B-22
            (iv)  TERMS OF OFFICE OF CERTAIN DIRECTORS TO TERMINATE
                  UPON TERMINATION OF VOTING PERIOD.........................B-22
    (c)  HOLDERS OF MUNIPREFERRED TO VOTE ON CERTAIN OTHER MATTERS .........B-22
            (i)   INCREASES IN CAPITALIZATION ..............................B-22
            (ii)  1940 ACT MATTERS..........................................B-23
    (d)  BOARD MAY TAKE CERTAIN ACTIONS WITHOUT SHAREHOLDER APPROVAL........B-23
    (e)  VOTING RIGHTS SET FORTH HEREIN ARE SOLE VOTING RIGHTS .............B-24
    (f)  NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING..........................B-24
    (9)  VOTING FOR DIRECTORS SOLE REMEDY FOR FUND'S FAILURE
         TO PAY DIVIDENDS ..................................................B-24
    (h)  HOLDERS ENTITLED TO VOTE...........................................B-24

6.  1940 ACT MUNIPREFERRED ASSET COVERAGE...................................B-24
<PAGE>

<TABLE>
<CAPTION>

<S> <C>                                                                                                    <C>
7.  MUNIPREFERRED BASIC MAINTENANCE AMOUNT................................................................ B-24

8.  [Reserved]............................................................................................ B-26

9.  RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS..................................................... B-26
      (a) DIVIDENDS ON PREFERRED STOCK OTHER THAN MUNIPREFERRED........................................... B-26
      (b) DIVIDENDS AND OTHER DISTRIBUTIONS WITH RESPECT TO COMMON STOCK UNDER THE 1940 ACT............... B-26
      (c) OTHER RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS......................................... B-27

10. RATING AGENCY RESTRICTIONS............................................................................ B-27

11. REDEMPTION............................................................................................ B-28
      (a) OPTIONAL REDEMPTION............................................................................. B-28
      (b) MANDATORY REDEMPTION............................................................................ B-29
      (c) NOTICE OF REDEMPTION............................................................................ B-30
      (d) NO REDEMPTION UNDER CERTAIN CIRCUMSTANCES....................................................... B-30
      (e) ABSENCE OF FUNDS AVAILABLE FOR REDEMPTION....................................................... B-30
      (f) AUCTION AGENT AS TRUSTEE OF REDEMPTION PAYMENTS BY FUND......................................... B-31
      (g) SHARES FOR WHICH NOTICE OF REDEMPTION HAS BEEN GIVEN ARE NO LONGER OUTSTANDING.................. B-31
      (h) COMPLIANCE WITH APPLICABLE LAW.................................................................. B-31
      (i) ONLY WHOLE SHARES OF MUNIPREFERRED MAY BE REDEEMED.............................................. B-31

12. LIQUIDATION RIGHTS.................................................................................... B-32
      (a) RANKING......................................................................................... B-32
      (b) DISTRIBUTIONS UPON LIQUIDATION.................................................................. B-32
      (c) PRO RATA DISTRIBUTIONS.......................................................................... B-32
      (d) RIGHTS OF JUNIOR STOCK.......................................................................... B-32
      (e) CERTAIN EVENTS NOT CONSTITUTING LIQUIDATION..................................................... B-32

13. MISCELLANEOUS......................................................................................... B-32
      (a) AMENDMENT OF APPENDIX A TO ADD ADDITIONAL SERIES................................................ B-32
      (b) APPENDIX A INCORPORATED BY REFERENCE............................................................ B-33
      (c) NO FRACTIONAL SHARES............................................................................ B-33
      (d) STATUS OF SHARES OF MUNIPREFERRED REDEEMED, EXCHANGED OR OTHERWISE ACQUIRED BY THE FUND......... B-33
      (e) BOARD MAY RESOLVE AMBIGUITIES................................................................... B-33
      (f) HEADINGS NOT DETERMINATIVE...................................................................... B-33
      (g) NOTICES......................................................................................... B-33
</TABLE>

<TABLE>
PART II................................................................................................... B-34
<S> <C>                                                                                                    <C>
1.  ORDERS................................................................................................ B-34

2.  SUBMISSION OF ORDERS BY BROKER-DEALERS TO AUCTION AGENT............................................... B-35

3.  DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BID RATE AND APPLICABLE RATE....................... B-37

4.  ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS AND ALLOCATION OF SHARES......... B-38

5.  [Reserved)............................................................................................ B-41
</TABLE>
<PAGE>

<TABLE>
<S> <C>                                                                                                     <C>
6.  AUCTION AGENT.......................................................................................... B-41
7.  TRANSFER OF SHARES OF MUNIPREFERRED.................................................................... B-41
8.  GLOBAL CERTIFICATE..................................................................................... B-41
</TABLE>
<TABLE>
APPENDIX A................................................................................................. B-A-1
<S>            <C>                                                                                          <C>
SECTION 1.     DESIGNATION AS TO SERIES.................................................................... B-A-1

SECTION 2.     NUMBER OF AUTHORIZED SHARES PER SERIES...................................................... B-A-2

SECTION 3.     EXCEPTIONS TO CERTAIN DEFINITIONS........................................................... B-A-2

SECTION 4.     CERTAIN DEFINITIONS......................................................................... B-A-2

SECTION 5.     INITIAL RATE PERIODS........................................................................ B-A-6

SECTION 6.     DATE FOR PURPOSES OF PARAGRAPH (yyy) CONTAINED UNDER THE HEADING "DEFINITIONS"
                   IN THIS STATEMENT....................................................................... B-A-6

SECTION 7.     PARTY NAMED FOR PURPOSES OF THE DEFINITION OF "RATE MULTIPLE" IN THIS STATEMENT............. B-A-6

SECTION 8.     ADDITIONAL DEFINITIONS...................................................................... B-A-6

SECTION 9.     DIVIDEND PAYMENT DATES...................................................................... B-A-6

SECTION 10.    AMOUNT FOR PURPOSES OF SUBPARAGRAPH (c)(i) OF SECTION 5 OF PART I OF THIS STATEMENT......... B-A-7

SECTION 11.    REDEMPTION PROVISIONS APPLICABLE TO INITIAL RATE PERIODS.................................... B-A-7

SECTION 12.    APPLICABLE RATE FOR PURPOSES OF SUBPARAGRAPH(b)(iii) OF SECTION 3 OF PART II
                 OF THIS STATEMENT......................................................................... B-A-7
</TABLE>
<PAGE>

                                  DEFINITIONS

          Except as otherwise specifically provided in Section 3 of APPENDIX A
hereto, as used in Parts I and II of this Statement, the following terms shall
have the following meanings (with terms defined in the singular having
comparable meanings when used in the plural and vice versa), unless the context
otherwise requires:

                   (a) ""AA" COMPOSITE COMMERCIAL PAPER RATE," on any date for a
       Rate Period of shares of a series of MuniPreferred, shall mean (i)(A) in
       the case of any Minimum Rate Period or any Special Rate Period of fewer
       than 49 Rate Period Days, the interest equivalent of the 30-day rate;
       PROVIDED, HOWEVER, that if such Rate Period is a Minimum Rate Period and
       the "AA" Composite Commercial Paper Rate is being used to determine the
       Applicable Rate for shares of such series when all of the Outstanding
       shares of such series are subject to Submitted Hold Orders, then the
       interest equivalent of the seven-day rate, and (B) in the case of any
       Special Rate Period of (1) 49 or more but fewer than 70 Rate Period Days,
       the interest equivalent of the 60-day rate; (2) 70 or more but fewer than
       85 Rate Period Days, the arithmetic average of the interest equivalent of
       the 60-day and 90-day rates; (3) 85 or more but fewer than 99 Rate Period
       Days, the interest equivalent of the 90-day rate; (4) 99 or more but
       fewer than 120 Rate Period Days, the arithmetic average of the interest
       equivalent of the 90-day and 120-day rates; (5) 120 or more but fewer
       than 141 Rate Period Days, the interest equivalent of the 120-day rate;
       (6) 141 or more but fewer than 162 Rate Period Days, the arithmetic
       average of the 120-day and 180-day rates; and (7) 162 or more but fewer
       than 183 Rate Period Days, the interest equivalent of the 180-day rate,
       in each case on commercial paper placed on behalf of issuers whose
       corporate bonds are rated "AA" by S&P or the equivalent of such rating by
       S&P or another rating agency, as made available on a discount basis or
       otherwise by the Federal Reserve Bank of New York for the Business Day
       next preceding such date; or (ii) in the event that the Federal Reserve
       Bank of New York does not make available any such rate, then the
       arithmetic average of such rates, as quoted on a discount basis or
       otherwise, by the Commercial Paper Dealers to the Auction Agent for the
       close of business on the Business Day next preceding such date. If any
       Commercial Paper Dealer does not quote a rate required to determine the
       "AA" Composite Commercial Paper Rate, the "AA" Composite Commercial Paper
       Rate shall be determined on the basis of the quotation or quotations
       furnished by the remaining Commercial Paper Dealer or Commercial Paper
       Dealers and any Substitute Commercial Paper Dealer or Substitute
       Commercial Paper Dealers selected by the Fund to provide such rate or
       rates not being supplied by any Commercial Paper Dealer or Commercial
       Paper Dealers, as the case may be, or, if the Fund does not select any
       such Substitute

                                      B-1
<PAGE>

Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining
Commercial Paper Dealer or Commercial Paper Dealers. For purposes of this
definition, the "interest equivalent" of a rate stated on a discount basis (a
"discount rate") for commercial paper of a given days' maturity shall be equal
to the quotient (rounded upwards to the next higher one-thousandth (.001) of 1%)
of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y)
a fraction the numerator of which shall be the product of the discount rate
times the number of days in which such commercial paper matures and the
denominator of which shall be 360.

       (b) "ACCOUNTANT'S CONFIRMATION" shall have the meaning specified in
paragraph (c) of Section 7 of Part I of this Statement.

       (c) "AFFILIATE" shall mean, for purposes of the definition of
"Outstanding," any Person known to the Auction Agent to be controlled by, in
control of or under common control with the Fund; PROVIDED, HOWEVER, that no
Broker-Dealer controlled by, in control of or under common control with the Fund
shall be deemed to be an Affiliate nor shall any corporation or any Person
controlled by, in control of or under common control with such corporation one
of the directors, trustees or executive officers of which is a director of the
Fund be deemed to be an Affiliate solely because such director, trustee or
executive officer is also a director of the Fund.

       (d) "AGENT MEMBER" shall mean a member of or participant in the
Securities Depository that will act on behalf of a Bidder.

       (e) "ANTICIPATION NOTES" shall mean Tax Anticipation Notes (TANs),
Revenue Anticipation Notes (RANs), Tax and Revenue Anticipation Notes (TRANs),
Grant Anticipation Notes (GANs) that are rated by S&P and Bond Anticipation
Notes (BANs) that are rated by S&P.

       (f) "APPLICABLE RATE" shall have the meaning specified in subparagraph
(e)(i) of Section 2 of Part I of this Statement.

       (g) "ARTICLES" shall have the meaning specified on the first page of
this Statement.

       (h) "AUCTION" shall mean each periodic implementation of the Auction
Procedures.

       (i) "AUCTION AGENCY AGREEMENT" shall mean the agreement between the Fund
and the Auction Agent which provides, among other things, that the Auction Agent
will follow the Auction Procedures for purposes of determining the Applicable
Rate for shares of a series of MuniPreferred so long as the Applicable Rate for
shares of such series is to be based on the results of an Auction.

       (j) "AUCTION AGENT" shall mean the entity appointed as such by a
resolution of the Board of Directors in accordance with Section 6 of Part II of
this Statement.

       (k) "AUCTION DATE," with respect to any Rate Period, shall mean the
Business Day next preceding the first day of such Rate Period.

       (1) "AUCTION PROCEDURES" shall mean the procedures for conducting
Auctions set forth in Part II of this Statement.

       (m) "AVAILABLE MUNIPREFERRED" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.

                                      B-2

<PAGE>

       (n) "BENCHMARK RATE" shall have the meaning specified in Section 12 of
APPENDIX A hereto.

       (o) "BENEFICIAL OWNER," with respect to shares of a series of
MuniPreferred, 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 such series.

       (p) "BID" and "BIDS" shall have the respective meanings specified in
paragraph (a) of Section 1 of Part II of this Statement.

       (q) "BIDDER" and "BIDDERS" shall have the respective meanings specified
in paragraph (a) of Section 1 of Part II of this Statement; PROVIDED, HOWEVER,
that neither the Fund nor any affiliate thereof shall be permitted to be a
Bidder in an Auction, except that any Broker-Dealer that is an affiliate of the
Fund may be a Bidder in an Auction, but only if the Orders placed by such
Broker-Dealer are not for its own account.

       (r) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Fund or
any duly authorized committee thereof.

       (s) "BROKER-DEALER" shall mean any broker-dealer, commercial bank or
other entity permitted by law to perform the functions required of a Broker-
Dealer in Part II of this Statement, that is a member of, or a participant in,
the Securities Depository or is an affiliate of such member or participant, has
been selected by the Fund and has entered into a Broker-Dealer Agreement that
remains effective.

       (t) "BROKER-DEALER AGREEMENT" shall mean an agreement among the Fund, the
Auction Agent and a Broker-Dealer pursuant to which such Broker-Dealer agrees to
follow the procedures specified in Part II of this Statement.

       (u) "BUSINESS DAY" shall mean a day on which the New York Stock Exchange
is open for trading and which is neither a Saturday, Sunday nor any other day on
which banks in The City of New York, New York, are authorized by law to close.

       (v) "CODE" means the Internal Revenue Code of 1986, as amended.

       (w) "COMMERCIAL PAPER DEALERS" shall mean Lehman Commercial Paper
Incorporated, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, in lieu of any thereof, their respective affiliates or
successors, if such entity is a commercial paper dealer.

       (x) "COMMON STOCK" shall mean the common stock, par value $.01 per share,
of the Fund.

       (y) "CURE DATE" shall mean the MuniPreferred Basic Maintenance Cure Date
or the 1940 Act Cure Date, as the case may be.

       (z) "DATE OF ORIGINAL ISSUE," with respect to shares of a series of
MuniPreferred, shall mean the date on which the Fund initially issued such
shares.

       (aa) "DEPOSIT SECURITIES" shall mean cash and Municipal Obligations rated
at least A-l+ or SP-l+ by S&P, except that, for purposes of subparagraph (a)(v)
of Section 11 of Part I of this Statement, such Municipal Obligations shall be
considered "Deposit Securities" only if they are also rated P-1, MIG-1 or VMIG-l
by Moody's.

                                      B-3

<PAGE>

          (bb) "DISCOUNTED VALUE," as of any Valuation Date, shall mean, (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) (a) with respect to a
Moody's Eligible Asset that is not currently callable as of such Valuation Date
at the option of the issuer thereof, the quotient of the Market Value thereof
divided by the applicable Moody's Discount Factor, or (b) with respect to a
Moody's Eligible Asset that is currently callable as of such Valuation Date at
the option of the issuer thereof, the quotient of (1) the lesser of the Market
Value or call price thereof, including any call premium, divided by (2) the
applicable Moody's Discount Factor.

          (cc) [Reserved]

          (dd) [Reserved]

          (ee) "DIVIDEND PAYMENT DATE," with respect to shares of a series of
MuniPreferred, shall mean any date on which dividends are payable on shares of
such series pursuant to the provisions of paragraph (d) of Section 2 of Part I
of this Statement.

          (ff) "DIVIDEND PERIOD," with respect to shares of a series of
MuniPreferred, shall mean the period from and including the Date of Original
Issue of shares of such series to but excluding the initial Dividend Payment
Date for shares of such series and any period thereafter from and including one
Dividend Payment Date for shares of such series to but excluding the next
succeeding Dividend Payment Date for shares of such series.

          (gg) "EXISTING HOLDER," with respect to shares of a series of
MuniPreferred, shall mean a Broker-Dealer (or any such other Person as may be
permitted by the Fund) that is listed on the records of the Auction Agent as a
holder of shares of such series.

          (hh) "FAILURE TO DEPOSIT," with respect to shares of a series of
MuniPreferred, shall mean a failure by the Fund to pay to the Auction Agent, not
later than 12:00 noon, New York City time, (A) on the Business Day next
preceding any Dividend Payment Date for shares of such series, in funds
available on such Dividend Payment Date in The City of New York, New York, the
full amount of any dividend (whether or not earned or declared) to be paid on
such Dividend Payment Date on any share of such series or (B) on the Business
Day next preceding any redemption date in funds available on such redemption
date for shares of such series in The City of New York, New York, the Redemption
Price to be paid on such redemption date for any share of such series after
notice of redemption is mailed pursuant to paragraph (c) of Section 11 of Part I
of this Statement; PROVIDED, HOWEVER, that the foregoing clause (B) shall not
apply to the Fund's failure to pay the Redemption Price in respect of shares of
MuniPreferred when the related Notice of Redemption provides that redemption of
such shares is subject to one or more conditions precedent and any such
condition precedent shall not have been satisfied at the time or times and in
the manner specified in such Notice of Redemption.

          (ii) "FEDERAL TAX RATE INCREASE" shall have the meaning specified in
the definition of "Moody's Volatility Factor."

          (jj) "FUND" shall mean the entity named on the first page of this
Statement, which is the issuer of the shares of MuniPreferred.

          (kk) [Reserved]

                                      B-4
<PAGE>

          (ll) "HOLDER," with respect to shares of a series of MuniPreferred,
shall mean the registered holder of such shares as the same appears on the
stock books of the Fund.

          (mm) "HOLD ORDER" and "HOLD ORDERS" shall have the respective meanings
specified in paragraph (a) of Section 1 of Part II of this Statement.

          (nn) "INDEPENDENT ACCOUNTANT" shall mean a nationally recognized
accountant, or firm of accountants, that is with respect to the Fund an
independent public accountant or firm of independent public accountants under
the Securities Act of 1933, as amended from time to time.

          (oo) "INITIAL RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall have the meaning specified with respect to shares of such
series in Section 5 of APPENDIX A hereto.

          (pp) "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.

          (qq) "ISSUE TYPE CATEGORY," if defined in Section 4 of APPENDIX A
hereto, shall have the meaning specified in that section.

          (rr) "KENNY INDEX" shall have the meaning specified in the definition
of "Taxable Equivalent of the Short-Term Municipal Bond Rate."

          (ss) "LATE CHARGE" shall have the meaning specified in subparagraph
(e)(1)(B) of Section 2 of Part I of this Statement.

          (tt) "LIQUIDATION PREFERENCE," with respect to a given number of
shares of MuniPreferred, means $25,000 times that number.

          (uu) "MARKET VALUE" of any asset of the Fund shall mean the market
value thereof determined by the pricing service designated from time to time by
the Board of Directors. Market Value of any asset shall include any interest
accrued thereon. The pricing service values portfolio securities at the mean
between the quoted bid and asked price or the yield equivalent when quotations
are readily available. Securities for which quotations are not readily available
are 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 or a matrix system, or both, to
determine valuations.

          (vv) [Reserved]

          (ww) "MAXIMUM RATE," for shares of a series of MuniPreferred on any
Auction Date for shares of such series, shall mean:

              (i) in the case of any Auction Date which is not the Auction Date
immediately prior to the first day of any proposed Special Rate Period
designated by the Fund pursuant to Section 4 of Part I of this Statement, the
product of (A) the Reference Rate on such Auction Date for the next Rate Period
of shares of such series and (B) the Rate Multiple on such Auction Date, unless
shares of such series have or had a Special Rate Period (other than a Special
Rate Period of 28 Rate Period Days or fewer) and an Auction at which Sufficient
Clearing Bids existed has not yet occurred for a Minimum

                                      B-5
<PAGE>

          Rate Period of shares of such series after such Special Rate Period,
          in which case the higher of:

                              (A)  the dividend rate on shares of such series
                    for the then-ending Rate Period; and

                              (B)  the product of (1) the higher of (x) the
                    Reference Rate on such Auction Date for a Rate Period equal
                    in length to the then-ending Rate Period of shares of such
                    series, if such then-ending Rate Period was 364 Rate Period
                    Days or fewer, or the Treasury Note Rate on such Auction
                    Date for a Rate Period equal in length to the then-ending
                    Rate Period of shares of such series, if such then-ending
                    Rate Period was more than 364 Rate Period Days, and (y) the
                    Reference Rate on such Auction Date for a Rate Period equal
                    in length to such Special Rate Period of shares of such
                    series, if such Special Rate Period was 364 Rate Period Days
                    or fewer, or the Treasury Note Rate on such Auction Date for
                    a Rate Period equal in length to such Special Rate Period,
                    if such Special Rate Period was more than 364 Rate Period
                    Days and (2) the Rate Multiple on such Auction Date; or

                    (ii) in the case of any Auction Date which is the Auction
          Date immediately prior to the first day of any proposed Special Rate
          Period designated by the Fund pursuant to Section 4 of Part I of this
          Statement, the product of (A) the highest of (1) the Reference Rate on
          such Auction Date for a Rate Period equal in length to the then-ending
          Rate Period of shares of such series, if such then-ending Rate Period
          was 364 Rate Period Days or fewer, or the Treasury Note Rate on such
          Auction Date for a Rate Period equal in length to the then-ending Rate
          Period of shares of such series, if such then-ending Rate Period was
          more than 364 Rate Period Days, (2) the Reference Rate on such Auction
          Date for the Special Rate Period for which the Auction is being held
          if such Special Rate Period is 364 Rate Period Days or fewer or the
          Treasury Note Rate on such Auction Date for the Special Rate Period
          for which the Auction is being held if such Special Rate Period is
          more than 364 Rate Period Days, and (3) the Reference Rate on such
          Auction Date for Minimum Rate Periods and (B) the Rate Multiple on
          such Auction Date.

          (xx) [Reserved]

          (yy) "MINIMUM RATE PERIOD" shall mean any Rate Period consisting of 7
Rate Period Days.

          (zz) "MOODY'S" shall mean Moody's Investors Service, Inc., a Delaware
corporation, and its successors.

          (aaa) "MOODY'S DISCOUNT FACTOR" shall have the meaning specified in
Section 4 of APPENDIX A hereto.

          (bbb) "MOODY'S ELIGIBLE ASSET" shall have the meaning specified in
Section 4 of APPENDIX A hereto.

          (ccc) "MOODY'S EXPOSURE PERIOD" shall mean the period commencing on a
given Valuation Date and ending 56 days thereafter.

          (ddd) "MOODY'S VOLATILITY FACTOR" shall mean, as of any Valuation
Date, (i) in the case of any Minimum Rate Period, any Special Rate Period of 28
Rate Period Days or fewer, or any

                                      B-6
<PAGE>

          Special Rate Period of 57 Rate Period Days or more, a multiplicative
          factor equal to 275%, except as otherwise provided in the last
          sentence of this definition; (ii) in the case of any Special Rate
          Period of more than 28 but fewer than 36 Rate Period Days, a
          multiplicative factor equal to 203%; (iii) in the case of any Special
          Rate Period of more than 35 but fewer than 43 Rate Period Days, a
          multiplicative factor equal to 217%; (iv) in the case of any Special
          Rate Period of more than 42 but fewer than 50 Rate Period Days, a
          multiplicative factor equal to 226%; and (v) in the case of any
          Special Rate Period of more than 49 but fewer than 57 Rate Period
          Days, a multiplicative factor equal to 235%. If, as a result of the
          enactment of changes to the Code, the greater of the maximum marginal
          Federal individual income tax rate applicable to ordinary income and
          the maximum marginal Federal Corporate income tax rate applicable to
          ordinary income will increase, such increase being rounded up to the
          next five percentage points (the "Federal Tax Rate Increase"), until
          the effective date of such increase, the Moody's Volatility Factor in
          the case of any Rate Period described in (i) above in this definition
          instead shall be determined by reference to the following table:

<TABLE>
<CAPTION>
                         FEDERAL             VOLATILITY
                    TAX RATE INCREASE          FACTOR
                    -----------------        ----------
<S>                 <C>                      <C>
                            5%                   295%
                           10%                   317%
                           15%                   341%
                           20%                   369%
                           25%                   400%
                           30%                   436%
                           35%                   477%
                           40%                   525%
</TABLE>

          (eee) "MUNIPREFERRED" shall have the meaning set forth on the first
page of this Statement.

          (fff) "MUNIPREFERRED BASIC MAINTENANCE AMOUNT," as of any Valuation
Date, shall mean the dollar amount equal to the sum of (i)(A) the product of the
number of shares of MuniPreferred outstanding on such date multiplied by $25,000
(plus the product of the number of shares of any other series of Preferred Stock
outstanding on such date multiplied by the liquidation preference of such
shares), plus any redemption premium applicable to shares of MuniPreferred (or
other Preferred Stock) then subject to redemption; (B) the aggregate amount of
dividends that will have accumulated at the respective Applicable Rates (whether
or not earned or declared) to (but not including) the first respective Dividend
Payment Dates for shares of MuniPreferred outstanding that follow such Valuation
Date (plus the aggregate amount of dividends, whether or not earned or declared,
that will have accumulated in respect of other outstanding shares of Preferred
Stock to, but not including, the first respective dividend payment dates for
such other shares that follow such Valuation Date); (C) the aggregate amount of
dividends that would accumulate on shares of each series of MuniPreferred
outstanding from such first respective Dividend Payment Date therefor through
the 56th day after such Valuation Date, at the Maximum Rate (calculated as if
such Valuation Date were the Auction Date for the Rate Period commencing on such
Dividend Payment Date) for a Minimum Rate Period of shares of such series to
commence on such Dividend Payment Date, assuming, solely for purposes of the
foregoing, that if on such Valuation Date the Fund shall have delivered a Notice
of Special Rate Period to the Auction Agent pursuant to Section 4(d)(i) of this
Part I with respect to shares of such series, such Maximum Rate shall be the
higher of (a) the Maximum Rate for the Special Rate Period of shares of such
series to commence on such Dividend Payment Date and (b) the Maximum Rate for a
Minimum Rate Period of shares of such series to commence on such Dividend
Payment Date, multiplied by the Volatility Factor applicable to a Minimum Rate

                                      B-7
<PAGE>

Period, or, in the event the Fund shall have delivered a Notice of Special Rate
Period to the Auction Agent pursuant to Section 4(d)(i) of this Part I with
respect to shares of such series designating a Special Rate Period consisting of
56 Rate Period Days or more, the Volatility Factor applicable to a Special Rate
Period of that length (plus the aggregate amount of dividends that would
accumulate at the maximum dividend rate or rates on any other shares of
Preferred Stock outstanding from such respective dividend payment dates through
the 56th day after such Valuation Date, as established by or pursuant to the
respective statements establishing and fixing the rights and preferences of such
other shares of Preferred Stock) (except that (1) if such Valuation Date occurs
at a time when a Failure to Deposit (or, in the case of shares of Preferred
Stock other than MuniPreferred, a failure similar to a Failure to Deposit) has
occurred that has not been cured, the dividend for purposes of calculation would
accumulate at the current dividend rate then applicable to the shares in respect
of which such failure has occurred and (2) for those days during the period
described in this subparagraph (C) in respect of which the Applicable Rate in
effect immediately prior to such Dividend Payment Date will remain in effect
(or, in the case of shares of Preferred Stock other than MuniPreferred, in
respect of which the dividend rate or rates in effect immediately prior to such
respective dividend payment dates will remain in effect), the dividend for
purposes of calculation would accumulate at such Applicable Rate (or other rate
or rates, as the case may be) in respect of those days); (D) the amount of
anticipated expenses of the Fund for the 90 days subsequent to such Valuation
Date; (E) the amount of the Fund's Maximum Potential Gross-up Payment Liability
in respect of shares of MuniPreferred (and similar amounts payable in respect of
other shares of Preferred Stock pursuant to provisions similar to those
contained in Section 3 of Part I of this Statement) as of such Valuation Date;
and (F) any current liabilities as of such Valuation Date to the extent not
reflected in any of (i)(A) through (i)(E) (including, without limitation, any
payables for Municipal Obligations purchased as of such Valuation Date and any
liabilities incurred for the purpose of clearing securities transactions) less
(ii) the value (i.e., for purposes of current Moody's guidelines, the face value
of cash, short-term Municipal Obligations rated MIG-1, VMIG-l or P-1, and short-
term securities that are the direct obligation of the U.S. government, provided
in each case that such securities mature on or prior to the date upon which any
of (i)(A) through (i)(F) become payable, otherwise the Moody's Discounted Value)
of any of the Fund's assets irrevocably deposited by the Fund for the payment of
any of (i)(A) through (i)(F).

          (ggg) "MUNIPREFERRED BASIC MAINTENANCE CURE DATE," with respect to the
failure by the Fund to satisfy the MuniPreferred Basic Maintenance Amount (as
required by paragraph (a) of Section 7 of Part I of this Statement) as of a
given Valuation Date, shall mean the seventh Business Day following such
Valuation Date.

          (hhh) "MUNIPREFERRED BASIC MAINTENANCE REPORT" shall mean a report
signed by the President, Treasurer or any Senior Vice President or Vice
President of the Fund which sets forth, as of the related Valuation Date, the
assets of the Fund, the Market Value and the Discounted Value thereof (seriatim
and in aggregate), and the MuniPreferred Basic Maintenance Amount.

          (iii) "MUNICIPAL OBLIGATIONS" shall mean "Municipal Obligations" as
defined in the Fund's registration statement on Form N-2 on file with the
Securities and Exchange Commission, as such registration statement may be
amended from time to time (the "Registration Statement").

          (jjj) "1940 ACT" shall mean the Investment Company Act of 1940, as
amended from time to time.

          (kkk) "1940 ACT CURE DATE," with respect to the failure by the Fund to
maintain the 1940 Act MuniPreferred Asset Coverage (as required by Section 6 of
Part I of this Statement) as of the last Business Day of each month, shall mean
the last Business Day of the following month.

                                      B-8
<PAGE>

          (lll) "1940 ACT MUNIPREFERRED ASSET COVERAGE" shall mean 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 Fund which are stock,
including all outstanding shares of MuniPreferred (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 declaring dividends on its common stock).

          (mmm) "NOTICE OF REDEMPTION" shall mean any notice with respect to the
redemption of shares of MuniPreferred pursuant to paragraph (c) of Section 11 of
Part I of this Statement.

          (nnn) "NOTICE OF SPECIAL RATE PERIOD" shall mean any notice with
respect to a Special Rate Period of shares of MuniPreferred pursuant to
subparagraph (d)(i) of Section 4 of Part I of this Statement.

          (ooo) "ORDER" and "ORDERS" shall have the respective meanings
specified in paragraph (a) of Section 1 of Part II of this Statement.

          (ppp) "ORIGINAL ISSUE INSURANCE," if defined in Section 4 of APPENDIX
A hereto, shall have the meaning specified in that section.

          (qqq) "OTHER ISSUES," if defined in Section 4 of APPENDIX A hereto,
shall have the meaning specified in that section.

          (rrr) "OUTSTANDING" shall mean, as of any Auction Date with respect to
shares of a series of MuniPreferred, the number of shares of such series
theretofore issued by the Fund except, without duplication, (i) any shares of
such series theretofore cancelled or delivered to the Auction Agent for
cancellation or redeemed by the Fund, (ii) any shares of such series as to which
the Fund or any Affiliate thereof shall be an Existing Holder and (iii) any
shares of such series represented by any certificate in lieu of which a new
certificate has been executed and delivered by the Fund.

          (sss) "PERMANENT INSURANCE," if defined in Section 4 of APPENDIX A
hereto, shall have the meaning specified in that section.

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

          (uuu) "PORTFOLIO INSURANCE," if defined in Section 4 of APPENDIX A
hereto, shall have the meaning specified in that section.

          (vvv) "POTENTIAL BENEFICIAL OWNER," with respect to shares of a series
of MuniPreferred, shall mean a customer of a Broker-Dealer that is not a
Beneficial Owner of shares of such series but that wishes to purchase shares of
such series, or that is a Beneficial Owner of shares of such series that wishes
to purchase additional shares of such series.

          (www) "POTENTIAL HOLDER," with respect to shares of a series of
MuniPreferred, shall mean a Broker-Dealer (or any such other person as may be
permitted by the Fund) that is not an Existing Holder of shares of such series
or that is an Existing Holder of shares of such series that wishes to become the
Existing Holder of additional shares of such series.

          (xxx) "PREFERRED STOCK" shall mean the preferred stock of the Fund,
and includes the shares of MuniPreferred.

                                      B-9
<PAGE>

          (yyy) "QUARTERLY VALUATION DATE" shall mean the last Business Day of
each February, May, August and November of each year, commencing on the date set
forth in Section 6 of APPENDIX A hereto.

          (zzz) "RATE MULTIPLE" shall have the meaning specified in Section 4 of
APPENDIX A hereto.

          (aaaa) "RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall mean the Initial Rate Period of shares of such series and
any Subsequent Rate Period, including any Special Rate Period, of shares of such
series.

          (bbbb) "RATE PERIOD DAYS," for any Rate Period or Dividend Period,
means the number of days that would constitute such Rate Period or Dividend
Period but for the application of paragraph (d) of Section 2 of Part I of this
Statement or paragraph (b) of Section 4 of Part I of this Statement.

          (cccc) "RECEIVABLES FOR MUNICIPAL OBLIGATIONS SOLD" shall mean (A) for
purposes of calculation of Moody's Eligible Assets as of any Valuation Date, no
more than the aggregate of the following: (i) the book value of receivables for
Municipal Obligations 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 Fund 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 Obligations
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 the conditions specified in (i) above, and (B) for
purposes of calculation of S&P Eligible Assets as of any Valuation Date, the
book value of receivables for Municipal Obligations sold as of or prior to such
Valuation Date if such receivables are due within five business days of such
Valuation Date.

          (dddd) "REDEMPTION PRICE" shall mean the applicable redemption price
specified in paragraph (a) or (b) of Section 11 of Part I of this Statement.

          (eeee) "REFERENCE RATE" shall mean (i) the higher of the Taxable
Equivalent of the Short-Term Municipal Bond Rate and the "AA" Composite
Commercial Paper Rate in the case of minimum Rate Periods and Special Rate
Periods of 28 Rate Period Days or fewer; (ii) the "AA" Composite Commercial
Paper Rate in the case of Special Rate Periods of more than 28 Rate Period Days
but fewer than 183 Rate Period Days; and (iii) the Treasury Bill Rate in the
case of Special Rate Periods of more than 182 Rate Period Days but fewer than
365 Rate Period Days.

          (ffff) "REGISTRATION STATEMENT" has the meaning specified in the
definition of "Municipal Obligations."

          (gggg) "S&P" shall mean Standard & Poor's Corporation, a New York
corporation, and its successors.

          (hhhh) "S&P DISCOUNT FACTOR" shall have the meaning specified in
Section 4 Of APPENDIX A hereto.

          (iiii) "S&P ELIGIBLE ASSET" shall have the meaning specified in
Section 4 of APPENDIX A hereto.

                                     B-10
<PAGE>

          (jjjj) "S&P EXPOSURE PERIOD" shall mean the maximum period of time
following a Valuation Date that the Fund has under this Statement to cure any
failure to maintain, as of such Valuation Date, the Discounted Value for its
portfolio at least equal to the MuniPreferred Basic Maintenance Amount (as
described in paragraph (a) of Section 7 of Part I of this Statement).

          (kkkk) "S&P VOLATILITY FACTOR" shall mean, as of any Valuation Date, a
multiplicative factor equal to (i) 305% in the case of any Minimum Rate Period
or any Special Rate Period of 28 Rate Period Days or fewer; (ii) 268% in the
case of any Special Rate Period of more than 28 Rate Period Days but fewer than
183 Rate Period Days; and (iii) 204% in the case of any Special Rate Period of
more than 182 Rate Period Days.

          (1111) "SECONDARY MARKET INSURANCE," if defined in Section 4 of
APPENDIX A hereto, shall have the meaning specified in that section.

          (mmmm) "SECURITIES DEPOSITORY" shall mean The Depository Trust Company
and its successors and assigns or any other securities depository selected by
the Fund which agrees to follow the procedures required to be followed by such
securities depository in connection with shares of MuniPreferred.

          (nnnn) "SELL ORDER" and "SELL ORDERS" shall have the respective
meanings specified in paragraph (a) of Section 1 of Part II of this Statement.

          (oooo) "SPECIAL RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall have the meaning specified in paragraph (a) of Section 4 of
Part I of this Statement.

          (pppp) "SPECIAL REDEMPTION PROVISIONS" shall have the meaning
specified in subparagraph (a)(i) of Section 11 of Part I of this Statement.

          (qqqq) "SUBMISSION DEADLINE" shall mean 1:30 P.M., New York City time,
on any Auction Date or such other time on any Auction Date by which Broker-
Dealers are required to submit orders to the Auction Agent as specified by the
Auction Agent from time to time.

          (rrrr) "SUBMITTED BID" and "SUBMITTED BIDS" shall have the respective
meanings specified in paragraph (a) of Section 3 of Part II of this Statement.

          (ssss) "SUBMITTED HOLD ORDER" and "SUBMITTED HOLD ORDERS" shall have
the respective meanings specified in paragraph (a) of Section 3 of Part II of
this Statement.

          (tttt) "SUBMITTED ORDER" and "SUBMITTED ORDERS" shall have the
respective meanings specified in paragraph (a) of Section 3 of Part II of this
Statement.

          (uuuu) "SUBMITTED SELL ORDER" and "SUBMITTED SELL ORDERS" shall have
the respective meanings specified in paragraph (a) of Section 3 of Part II of
this Statement.

          (vvvv) "SUBSEQUENT RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall mean the period from and including the first day following
the Initial Rate Period of shares of such series to but excluding the next
Dividend Payment Date for shares of such series and any period thereafter from
and including one Dividend Payment Date for shares of such series to but
excluding the next succeeding Dividend Payment Date for shares of such series;
PROVIDED, HOWEVER, that if any Subsequent Rate Period is also a Special Rate
Period, such term shall mean the period commencing on the first day of such
Special Rate Period and ending on the last day of the last Dividend Period
thereof.

                                     B-11
<PAGE>

          (wwww) "SUBSTITUTE COMMERCIAL PAPER DEALER" shall mean The First
Boston Company or Morgan Stanley & Co. Incorporated or their respective
affiliates or successors, if such entity is a commercial paper dealer; PROVIDED,
however, that none of such entities shall be Commercial Paper Dealer.

          (xxxx) "SUBSTITUTE U.S. GOVERNMENT SECURITIES DEALER" shall mean The
First Boston Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated or
their respective affiliates or successors, if such entity is a U.S. Government
securities dealer; PROVIDED, HOWEVER, that none of such entities shall be a U.S.
Government Securities Dealer.

          (yyyy) "SUFFICIENT CLEARING BIDS" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.

          (zzzz) [Reserved]

          (aaaaa)[Reserved]

          (bbbbb) "TAXABLE EQUIVALENT OF THE SHORT-TERM MUNICIPAL BOND RATE," on
any date for any Minimum Rate Period or Special Rate Period of 28 Rate Period
Days or fewer, shall mean 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 or any successor index (the "Kenny Index") (PROVIDED, HOWEVER, that
any such successor index must be approved by Moody's (if Moody's is then rating
the shares of MuniPreferred) and S&P (if S&P is then rating the shares of
MuniPreferred)), 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 S&P Evaluation Services or any successor thereto, based upon 30-day
yield evaluations at par of short-term bonds the interest on which is excludable
for regular Federal income tax purposes under the Code of "high grade" component
issuers selected by Kenny S&P Evaluation Services or any such successor from
time to time in its discretion, which component issuers shall include, without
limitation, issuers of general obligation bonds, but shall exclude any bonds the
interest on which constitutes an item of tax preference under Section 57(a)(5)
of the Code, or successor provisions, for purposes of the "alternative minimum
tax," divided by (B) 1.00 minus the maximum marginal regular Federal individual
income tax rate applicable to ordinary income or the maximum marginal regular
Federal corporate income tax rate applicable to ordinary income (in each case
expressed as a decimal), whichever is greater; 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 S&P Evaluation Services 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 maximum marginal regular Federal individual income tax rate
applicable to ordinary income or the maximum marginal regular Federal corporate
income tax rate applicable to ordinary income (in each case expressed as a
decimal), whichever is greater.

          (ccccc) "TREASURY BILL" shall mean a direct obligation of the U.S.
Government having a maturity at the time of issuance of 364 days or less.

          (ddddd) "TREASURY BILL RATE," on any date for any Rate Period, shall
mean (i) the bond equivalent yield, calculated in accordance with prevailing
industry convention, of the rate on the most recently auctioned Treasury Bill
with a remaining maturity closest to the length of such Rate Period, as quoted
in The Wall Street Journal on such date for the Business Day next preceding such
date; or (ii) in the event that any such rate is not published in The Wall
Street Journal, then the bond equivalent yield, calculated in accordance with
prevailing industry convention, as calculated by reference to the arithmetic
average of the bid price quotations of the

                                     B-12
<PAGE>

most recently auctioned Treasury Bill with a remaining maturity closest to the
length of such Rate Period, as determined by bid price quotations as of the
close of business on the Business Day immediately preceding such date obtained
from the U.S. Government Securities Dealers to the Auction Agent.

          (eeeee) "TREASURY NOTE" shall mean a direct obligation of the U.S.
Government having a maturity at the time of issuance of five years or less but
more than 364 days.

          (fffff) "TREASURY NOTE RATE," on any date for any Rate Period, shall
mean (i) the yield on the most recently auctioned Treasury Note with a remaining
maturity closest to the length of such Rate Period, as quoted in The Wall Street
Journal on such date for the Business Day next preceding such date; or (ii) in
the event that any such rate is not published in The Wall Street Journal, then
the yield as calculated by reference to the arithmetic average of the bid price
quotations of the most recently auctioned Treasury Note with a remaining
maturity closest to the length of such Rate Period, as determined by bid price
quotations as of the close of business on the Business Day immediately preceding
such date obtained from the U.S. Government Securities Dealers to the Auction
Agent. If any U.S. Government Securities Dealer does not quote a rate required
to determine the Treasury Bill Rate or the Treasury Note Rate, the Treasury Bill
Rate or the Treasury Note Rate shall be determined on the basis of the quotation
or quotations furnished by the remaining U.S. Government Securities Dealer or
U.S. Government Securities Dealers and any Substitute U.S. Government Securities
Dealers selected by the Fund to provide such rate or rates not being supplied by
any U.S. Government Securities Dealer or U.S. Government Securities Dealers, as
the case may be, or, if the Fund does not select any such Substitute U.S.
Government Securities Dealer or Substitute U.S. Government Securities Dealers,
by the remaining U.S. Government Securities Dealer or U.S. Government Securities
Dealers.

          (ggggg) "U.S. GOVERNMENT SECURITIES DEALER" shall mean Lehman
Government Securities Incorporated, Goldman, Sachs & Co., Salomon Brothers Inc
and Morgan Guaranty Trust Company of New York or their respective affiliates or
successors, if such entity is a U.S. Government securities dealer.

          (hhhhh) "VALUATION DATE" shall mean, for purposes of determining
whether the Fund is maintaining the MuniPreferred Basic Maintenance Amount, each
Business Day.

          (iiiii) "VOLATILITY FACTOR" shall mean, as of any Valuation Date, the
greater of the Moody's Volatility Factor and the S&P Volatility Factor.

          (jjjjj) "VOTING PERIOD" shall have the meaning specified in paragraph
(b) of Section 5 of Part I of this Statement.

          (kkkkk) "WINNING BID RATE" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.

          Any additional definitions specifically set forth in Section 8 of
APPENDIX A hereto shall be incorporated herein and made part hereof by reference
thereto.

                                     B-13
<PAGE>

                                    PART I

          1.   NUMBER OF AUTHORIZED SHARES.

          The number of authorized shares constituting a series of MuniPreferred
shall be as set forth with respect to such series in Section 2 of APPENDIX A
hereto.

          2.   DIVIDENDS.

          (a)  RANKING. The shares of a series of MuniPreferred shall rank on a
parity with each other, with shares of any other series of MuniPreferred and
with shares of any other series of Preferred Stock as to the payment of
dividends by the Fund.

          (b)  CUMULATIVE CASH DIVIDENDS. The Holders of shares of MuniPreferred
of any series shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available therefor, cumulative cash
dividends at the Applicable Rate for shares of such series, determined as set
forth in paragraph (e) of this Section 2, and no more (except to the extent set
forth in Section 3 of this Part I), payable on the Dividend Payment Dates with
respect to shares of such series determined pursuant to paragraph (d) of this
Section 2. Holders of shares of MuniPreferred shall not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on shares of MuniPreferred. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on shares of MuniPreferred which may be in
arrears, and, except to the extent set forth in subparagraph (e)(i) of this
Section 2, no additional sum of money shall be payable in respect of any such
arrearage.

          (c)  DIVIDENDS CUMULATIVE FROM DATE OF ORIGINAL ISSUE. Dividends on
shares of MuniPreferred of any series shall accumulate at the Applicable Rate
for shares of such series from the Date of Original Issue thereof.

          (d)  DIVIDEND PAYMENT DATES AND ADJUSTMENT THEREOF. The Dividend
Payment Dates with respect to shares of a series of MuniPreferred shall be as
set forth with respect to shares of such series in Section 9 of APPENDIX A
hereto; PROVIDED, HOWEVER, that:

                    (i)(A) in the case of a series of MuniPreferred designated
          as "Series F MuniPreferred" or "Series M MuniPreferred" in Section 1
          of APPENDIX A hereto, if the Monday or Tuesday, as the case may be, on
          which dividends would otherwise be payable on shares of such series is
          not a Business Day, then such dividends shall be payable on such
          shares on the first Business Day that falls after such Monday or
          Tuesday, as the case may be, and (B) in the case of a series of
          MuniPreferred designated as "Series T MuniPreferred," "Series W
          MuniPreferred" or "Series TH MuniPreferred" in Section 1 of APPENDIX A
          hereto, if the Wednesday, Thursday or Friday, as the case may be, on
          which dividends would otherwise be payable on shares of such series is
          not a Business Day, then such dividends shall be payable on such
          shares on the first Business Day that falls prior to such Wednesday,
          Thursday or Friday, as the case may be; and

                    (ii) notwithstanding Section 9 of APPENDIX A hereto, the
          Fund in its discretion may establish the Dividend Payment Dates in
          respect of any Special Rate Period of shares of a series of
          MuniPreferred consisting of more than 28 Rate Period Days; PROVIDED,
          HOWEVER, that such dates shall be set forth in the Notice of Special
          Rate Period relating to such Special Rate Period, as delivered to the
          Auction Agent, which Notice of Special Rate Period shall be filed with
          the Secretary of the Fund; and further provided that (1) any such
          Dividend Payment Date shall be a Business Day and (2) the last
          Dividend Payment Date in respect of such Special Rate Period shall be
          the Business Day immediately following the last day thereof, as such
          last day is determined in accordance with paragraph (b) of Section 4
          of this Part I.

                                     B-14
<PAGE>

          (e)  DIVIDEND RATES AND CALCULATION OF DIVIDENDS. (i) DIVIDEND RATES.
The dividend rate on shares of MuniPreferred of any series during the period
from and after the Date of original Issue of shares of such series to and
including the last day of the Initial Rate Period of shares of such series shall
be equal to the rate per annum set forth with respect to shares of such series
under "Designation" in Section 1 of APPENDIX A hereto. For each Subsequent Rate
Period of shares of such series thereafter, the dividend rate on shares of such
series shall be equal to the rate per annum that results from an Auction for
shares of such series on the Auction Date next preceding such Subsequent Rate
Period; PROVIDED, HOWEVER, that if:

                    (A)  an Auction for any such Subsequent Rate Period is not
          held for any reason other than as described below, the dividend rate
          on shares of such series for such Subsequent Rate Period will be the
          maximum Rate for shares of such series on the Auction Date therefor;

                    (B)  any Failure to Deposit shall have occurred with respect
          to shares of such series during any Rate Period thereof (other than
          any Special Rate Period consisting of more than 364 Rate Period Days
          or any Rate Period succeeding any Special Rate Period consisting of
          more than 364 Rate Period Days during which a Failure to Deposit
          occurred that has not been cured), but, prior to 12:00 Noon, New York
          City time, on the third Business Day next succeeding the date on which
          such Failure to Deposit occurred, such Failure to Deposit shall have
          been cured in accordance with paragraph (f) of this Section 2 and the
          Fund shall have paid to the Auction Agent a late charge ("Late
          Charge") equal to the sum of (1) if such Failure to Deposit consisted
          of the failure timely to pay to the Auction Agent the full amount of
          dividends with respect to any Dividend Period of the shares of such
          series, an amount computed by multiplying (x) 200% of the Reference
          Rate for the Rate Period during which such Failure to Deposit occurs
          on the Dividend Payment Date for such Dividend Period by (y) a
          fraction, the numerator of which shall be the number of days for which
          such Failure to Deposit has not been cured in accordance with
          paragraph (f) of this Section 2 (including the day such Failure to
          Deposit occurs and excluding the day such Failure to Deposit is cured)
          and the denominator of which shall be 360, and applying the rate
          obtained against the aggregate Liquidation Preference of the
          outstanding shares of such series and (2) if such Failure to Deposit
          consisted of the failure timely to pay to the Auction Agent the
          Redemption Price of the shares, if any, of such series for which
          Notice of Redemption has been mailed by the Fund pursuant to paragraph
          (c) of Section 11 of this Part I, an amount computed by multiplying
          (x) 200% of the Reference Rate for the Rate Period during which such
          Failure to Deposit occurs on the redemption date by (y) a fraction,
          the numerator of which shall be the number of days for which such
          Failure to Deposit is not cured in accordance with paragraph (f) of
          this Section 2 (including the day such Failure to Deposit occurs and
          excluding the day such Failure to Deposit is cured) and the
          denominator of which shall be 360, and applying the rate obtained
          against the aggregate Liquidation Preference of the outstanding shares
          of such series to be redeemed, no Auction will be held in respect of
          shares of such series for the Subsequent Rate Period thereof and the
          dividend rate for shares of such series for such Subsequent Rate
          Period will be the Maximum Rate for shares of such series on the
          Auction Date for such Subsequent Rate Period;

                    (C)  any Failure to Deposit shall have occurred with respect
          to shares of such series during any Rate Period thereof (other than
          any Special Rate Period consisting of more than 364 Rate Period Days
          or any Rate Period succeeding any Special Rate Period consisting of
          more than 364 Rate Period Days during which a Failure to Deposit
          occurred that has not been cured), and, prior to 12:00 Noon, New York
          City time, on the third Business Day next succeeding the date on which
          such Failure to Deposit occurred, such Failure to Deposit shall not
          have been cured in accordance with paragraph (f) of this Section 2 or
          the Fund shall not have paid the applicable Late Charge to the Auction
          Agent, no Auction will be held in respect of shares of such series for
          the first Subsequent Rate Period thereof thereafter (or for any Rate
          Period thereof thereafter to and including the Rate Period during
          which (1) such Failure to Deposit is cured in accordance with
          paragraph (f) of this Section 2 and (2) the Fund pays the applicable
          Late Charge to the

                                     B-15
<PAGE>

          Auction Agent (the condition set forth in this clause (2) to apply
          only in the event Moody's is rating such shares at the time the Fund
          cures such Failure to Deposit), in each case no later than 12:00 Noon,
          New York City time, on the fourth Business Day prior to the end of
          such Rate Period), and the dividend rate for shares of such series for
          each such Subsequent Rate Period shall be a rate per annum equal to
          the Maximum Rate for shares of such series on the Auction Date for
          such Subsequent Rate Period (but with the prevailing rating for shares
          of such series, for purposes of determining such Maximum Rate, being
          deemed to be "Below "ba3'/BB-"); or

                    (D)  any Failure to Deposit shall have occurred with respect
          to shares of such series during a Special Rate Period thereof
          consisting of more than 364 Rate Period Days, or during any Rate
          Period thereof succeeding any Special Rate Period consisting of more
          than 364 Rate Period Days during which a Failure to Deposit occurred
          that has not been cured, and, prior to 12:00 Noon, New York City time,
          on the fourth Business Day preceding the Auction Date for the Rate
          Period subsequent to such Rate Period, such Failure to Deposit shall
          not have been cured in accordance with paragraph (f) of this Section 2
          or, in the event Moody's is then rating such shares, the Fund shall
          not have paid the applicable Late Charge to the Auction Agent (such
          Late Charge, for purposes of this subparagraph (D), to be calculated
          by using, as the Reference Rate, the Reference Rate applicable to a
          Rate Period (x) consisting of more than 182 Rate Period Days but fewer
          than 365 Rate Period Days and (y) commencing on the date on which the
          Rate Period during which Failure to Deposit occurs commenced), no
          Auction will be held in respect of shares of such series for such
          Subsequent Rate Period (or for any Rate Period thereof thereafter to
          and including the Rate Period during which (1) such Failure to Deposit
          is cured in accordance with paragraph (f) of this Section 2 and (2)
          the Fund pays the applicable Late Charge to the Auction Agent (the
          condition set forth in this clause (2) to apply only in the event
          Moody's is rating such shares at the time the Fund cures such Failure
          to Deposit), in each case no later than 12:00 Noon, New York City
          time, on the fourth Business Day prior to the end of such Rate
          Period), and the dividend rate for shares of such series for each such
          Subsequent Rate Period shall be a rate per annum equal to the Maximum
          Rate for shares of such series on the Auction Date for such Subsequent
          Rate Period (but with the prevailing rating for shares of such series,
          for purposes of determining such Maximum Rate, being deemed to be
          "Below "ba3'/BB-") (the rate per annum at which dividends are payable
          on shares of a series of MuniPreferred for any Rate Period thereof
          being herein referred to as the "Applicable Rate" for shares of such
          series).

          (ii) CALCULATION OF DIVIDENDS. The amount of dividends per share
payable on shares of a series of MuniPreferred on any date on which dividends
shall be payable on shares of such series shall be computed by multiplying the
Applicable Rate for shares of such series in effect for such Dividend Period or
Dividend Periods or part thereof for which dividends have not been paid by a
fraction, the numerator of which shall be the number of days in such Dividend
Period or Dividend Periods or part thereof and the denominator of which shall be
365 if such Dividend Period consists of 7 Rate Period Days and 360 for all other
Dividend Periods, and applying the rate obtained against $25,000.

          (f)  CURING A FAILURE TO DEPOSIT. A Failure to Deposit with respect to
shares of a series of MuniPreferred shall have been cured (if such Failure to
Deposit is not solely due to the willful failure of the Fund to make the
required payment to the Auction Agent) with respect to any Rate Period of shares
of such series if, within the respective time periods described in subparagraph
(e)(i) of this Section 2, the Fund shall have paid to the Auction Agent (A) all
accumulated and unpaid dividends on shares of such series and (B) without
duplication, the Redemption Price for shares, if any, of such series for which
Notice of Redemption has been mailed by the Fund pursuant to paragraph (c) of
Section 11 of Part I of this Statement; PROVIDED, HOWEVER, that the foregoing
clause (B) shall not apply to the Fund's failure to pay the Redemption Price in
respect of shares of MuniPreferred when the related Redemption Notice provides
that redemption of such shares is subject to one or more conditions precedent
and any such condition precedent shall not have been satisfied at the time or
times and in the manner specified in such Notice of Redemption.

                                     B-16
<PAGE>

          (g)  DIVIDEND PAYMENTS BY FUND TO AUCTION AGENT. The Fund shall pay to
the Auction Agent, not later than 12:00 Noon, New York City time, on the
Business Day next preceding each Dividend Payment Date for shares of a series of
MuniPreferred, an aggregate amount of funds available on the next Business Day
in The City of New York, New York, equal to the dividends to be paid to all
Holders of shares of such series on such Dividend Payment Date.

          (h)  AUCTION AGENT AS TRUSTEE OF DIVIDEND PAYMENTS BY FUND. All moneys
paid to the Auction Agent for the payment of dividends (or for the payment of
any Late Charge) shall be held in trust for the payment of such dividends (and
any such Late Charge) by the Auction Agent for the benefit of the Holders
specified in paragraph (i) of this Section 2. Any moneys paid to the Auction
Agent in accordance with the foregoing but not applied by the Auction Agent to
the payment of dividends (and any such Late Charge) will, to the extent
permitted by law, be repaid to the Fund at the end of 90 days from the date on
which such moneys were so to have been applied.

          (i)  DIVIDENDS PAID TO HOLDERS. Each dividend on shares of
MuniPreferred shall be paid on the Dividend Payment Date therefor to the Holders
thereof as their names appear on the stock books of the Fund on the Business Day
next preceding such Dividend Payment Date.

          (j)  DIVIDENDS CREDITED AGAINST EARLIEST ACCUMULATED BUT UNPAID
DIVIDENDS. Any dividend payment made on shares of MuniPreferred shall first be
credited against the earliest accumulated but unpaid dividends due with respect
to such shares. 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 their names appear on the stock books of the Fund on
such date, not exceeding 15 days preceding the payment date thereof, as may be
fixed by the Board of Directors.

          (k)  DIVIDENDS DESIGNATED AS EXEMPT-INTEREST DIVIDENDS. Dividends on
shares of MuniPreferred shall be designated as exempt-interest dividends up to
the amount of tax-exempt income of the Fund, to the extent permitted by, and for
purposes of, Section 852 of the Code.

          3.   [Reserved]

          4.   DESIGNATION OF SPECIAL RATE PERIODS.

          (a)  LENGTH OF AND PRECONDITIONS FOR SPECIAL RATE PERIOD. The Fund, at
its option, may designate any succeeding Subsequent Rate Period of shares of a
series of MuniPreferred as a Special Rate Period consisting of a specified
number of Rate Period Days evenly divisible by seven and not more than 1,820,
subject to adjustment as provided in paragraph (b) of this Section 4. A
designation of a Special Rate Period shall be effective only if (A) notice
thereof shall have been given in accordance with paragraph (c) and subparagraph
(d)(i) of this Section 4, (B) an Auction for shares of such series shall have
been held on the Auction Date immediately preceding the first day of such
proposed Special Rate Period and Sufficient Clearing Bids for shares of such
series shall have existed in such Auction, and (C) if any Notice of Redemption
shall have been mailed by the Fund pursuant to paragraph (c) of Section 11 of
this Part I with respect to any shares of such series, the Redemption Price with
respect to such shares shall have been deposited with the Auction Agent. In the
event the Fund wishes to designate any succeeding Subsequent Rate Period for
shares of a series of MuniPreferred as a Special Rate Period consisting of more
than 28 Rate Period Days, the Fund shall notify S&P (if S&P is then rating such
series) and Moody's (if Moody's is then rating such series) in advance of the
commencement of such Subsequent Rate Period that the Fund wishes to designate
such Subsequent Rate Period as a Special Rate Period and shall provide S&P (if
S&P is then rating such series) and Moody's (if Moody's is then rating such
series) with such documents as either may request.

          (b)  ADJUSTMENT OF LENGTH OF SPECIAL RATE PERIOD. In the event the
Fund wishes to designate a Subsequent Rate Period as a Special Rate Period, but
the day following what would otherwise be the last day of such Special Rate
Period is not (a) a Tuesday that is a Business Day in the case of a series of
MuniPreferred designated as "Series M MuniPreferred" in Section 1 of APPENDIX A
hereto, (b) a

                                     B-17
<PAGE>

Wednesday that is a Business Day in the case of a series of MuniPreferred
designated as "Series T MuniPreferred" in Section 1 of APPENDIX A hereto, (c) a
Thursday that is a Business Day in the case of a series of MuniPreferred
designated as "Series W MuniPreferred" in Section 1 of APPENDIX A hereto, (d) a
Friday that is a Business Day in the case of a series of MuniPreferred
designated as "Series TH MuniPreferred" in Section 1 of APPENDIX A hereto, (e) a
Monday that is a Business Day in the case of a series of MuniPreferred
designated as "Series F MuniPreferred" in Section 1 of APPENDIX A hereto, then
the Fund shall designate such Subsequent Rate Period as a Special Rate Period
consisting of the period commencing on the first day following the end of the
immediately preceding Rate Period and ending (a) on the first Monday that is
followed by a Tuesday that is a Business Day preceding what would otherwise be
such last day, in the case of Series M MuniPreferred, (b) on the first Tuesday
that is followed by a Wednesday that is a Business Day preceding what would
otherwise be such last day, in the case of Series T MuniPreferred, (c) on the
first Wednesday that is followed by a Thursday that is a Business Day preceding
what would otherwise be such last day, in the case of Series W MuniPreferred,
(d) on the first Thursday that is followed by a Friday that is a Business Day
preceding what would otherwise be such last day, in the case of Series TH
MuniPreferred, and (e) on the first Sunday that is followed by a Monday that is
a Business Day preceding what would otherwise be such last day, in the case of
Series F MuniPreferred.

          (c)  NOTICE OF PROPOSED SPECIAL RATE PERIOD. If the Fund proposes to
designate any succeeding Subsequent Rate Period of shares of a series of
MuniPreferred as a Special Rate Period pursuant to paragraph (a) of this Section
4, not less than 20 (or such lesser number of days as may be agreed to from time
to time by the Auction Agent) nor more than 30 days prior to the date the Fund
proposes to designate as the first day of such Special Rate Period (which shall
be such day that would otherwise be the first day of a Minimum Rate Period),
notice shall be (i) published or caused to be published by the Fund in a
newspaper of general circulation to the financial community in The City of New
York, New York, which carries financial news, and (ii) mailed by the Fund by
first-class mail, postage prepaid, to the Holders of shares of such series. Each
such notice shall state (A) that the Fund may exercise its option to designate a
succeeding Subsequent Rate Period of shares of such series as a Special Rate
Period, specifying the first day thereof and (B) that the Fund will, by 11:00
A.M., New York City time, on the second Business Day next preceding such date
(or by such later time or date, or both, as may be agreed to by the Auction
Agent) notify the Auction Agent of either (x) its determination, subject to
certain conditions, to exercise such option, in which case the Fund shall
specify the Special Rate Period designated, or (y) its determination not to
exercise such option.

          (d)  NOTICE OF SPECIAL RATE PERIOD. No later than 11:00 A.M., New York
City time, on the second Business Day next preceding the first day of any
proposed Special Rate Period of shares of a series of MuniPreferred as to which
notice has been given as set forth in paragraph (c) of this Section 4 (or such
later time or date, or both, as may be agreed to by the Auction Agent), the Fund
shall deliver to the Auction Agent either:

                    (i)  a notice ("Notice of Special Rate Period") stating (A)
          that the Fund has determined to designate the next succeeding Rate
          Period of shares of such series as a Special Rate Period, specifying
          the same and the first day thereof, (B) the Auction Date immediately
          prior to the first day of such Special Rate Period, (C) that such
          Special Rate Period shall not commence if (1) an Auction for shares of
          such series shall not be held on such Auction Date for any reason or
          (2) an Auction for shares of such series shall be held on such Auction
          Date but Sufficient Clearing Bids for shares of such series shall not
          exist in such Auction, (D) the scheduled Dividend Payment Dates for
          shares of such series during such Special Rate Period and (E) the
          Special Redemption Provisions, if any, applicable to shares of such
          series in respect of such Special Rate Period; such notice to be
          accompanied by a MuniPreferred Basic Maintenance Report showing that,
          as of the third Business Day next preceding such proposed Special Rate
          Period, Moody's Eligible Assets (if Moody's is then rating such
          series) and S&P Eligible Assets (if S&P is then rating such series)
          each have an aggregate Discounted Value at least equal to the
          MuniPreferred Basic Maintenance Amount as of such Business Day
          (assuming for purposes of the foregoing calculation that (a) the
          Maximum Rate is the Maximum Rate on such Business Day as if such
          Business Day were the

                                     B-18
<PAGE>

          Auction Date for the proposed Special Rate Period, and (b) the Moody's
          Discount Factors applicable to Moody's Eligible Assets are determined
          by reference to the first Exposure Period longer than the Exposure
          Period then applicable to the Fund, as described in the definition of
          Moody's Discount Factor herein); or

                    (ii) a notice stating that the Fund has determined not to
          exercise its option to designate a Special Rate Period of shares of
          such series and that the next succeeding Rate Period of shares of such
          series shall be a Minimum Rate Period.

          (e)  FAILURE TO DELIVER NOTICE OF SPECIAL RATE PERIOD. If the Fund
fails to deliver either of the notices described in subparagraphs (d)(i) or
(d)(ii) of this Section 4 (and, in the case of the notice described in
subparagraph (d)(i) of this Section 4, a MuniPreferred Basic Maintenance Report
to the effect set forth in such subparagraph (if either Moody's or S&P is then
rating the series in question)) with respect to any designation of any proposed
Special Rate Period to the Auction Agent by 11:00 A.M., New York City time, on
the second Business Day next preceding the first day of such proposed Special
Rate Period (or by such later time or date, or both, as may be agreed to by the
Auction Agent), the Fund shall be deemed to have delivered a notice to the
Auction Agent with respect to such Special Rate Period to the effect set forth
in subparagraph (d)(ii) of this Section 4. In the event the Fund delivers to the
Auction Agent a notice described in subparagraph (d)(i) of this Section 4, it
shall file a copy of such notice with the Secretary of the Fund, and the
contents of such notice shall be binding on the Fund. In the event the Fund
delivers to the Auction Agent a notice described in subparagraph (d)(ii) of this
Section 4, the Fund will provide Moody's (if Moody's is then rating the series
in question) and S&P (if S&P is then rating the series in question) a copy of
such notice.

          5.   VOTING RIGHTS.

          (a)  ONE VOTE PER SHARE OF MUNIPREFERRED. Except as otherwise provided
in the Articles or as otherwise required by law, (i) each Holder of shares of
MuniPreferred shall be entitled to one vote for each share of MuniPreferred held
by such Holder on each matter submitted to a vote of shareholders of the Fund,
and (ii) the holders of outstanding shares of Preferred Stock, including each
share of MuniPreferred, and of shares of Common Stock shall vote together as a
single class; PROVIDED, HOWEVER, that, at any meeting of the shareholders of the
Fund held for the election of directors, the holders of outstanding shares of
Preferred Stock, including MuniPreferred, represented in person or by proxy at
said meeting, shall be entitled, as a class, to the exclusion of the holders of
all other securities and classes of capital stock of the Fund, to elect two
directors of the Fund, each share of Preferred Stock, including each share of
MuniPreferred, entitling the holder thereof to one vote. Subject to paragraph
(b) of this Section 5, the holders of outstanding shares of Common Stock and
Preferred Stock, including MuniPreferred, voting together as a single class,
shall elect the balance of the directors.

          (b)  VOTING FOR ADDITIONAL DIRECTORS. (i) VOTING PERIOD. During any
period in which any one or more of the conditions described in subparagraphs (A)
or (B) of this subparagraph (b)(i) 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, including shares of MuniPreferred, would constitute a majority
of the Board of Directors as so increased by such smallest number; and the
holders of shares of Preferred Stock, including MuniPreferred, shall be
entitled, voting as a class on a one-vote-per-share basis (to the exclusion of
the holders of all other securities and classes of capital stock of the Fund),
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:

                    (A)  if at the close of business on any dividend payment
          date accumulated dividends (whether or not earned or declared) on any
          outstanding share of Preferred Stock, including MuniPreferred, equal
          to at least two full years' dividends shall be due and unpaid and
          sufficient

                                     B-19
<PAGE>

          cash or specified securities shall not have been deposited with the
          Auction Agent for the payment of such accumulated dividends; or

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

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

          (ii) NOTICE OF SPECIAL MEETING. 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 subparagraph (b)(i) of this Section 5, the
Fund shall notify the Auction Agent and the Auction Agent shall call a special
meeting of such holders, by mailing a notice of such special meeting to such
holders, such meeting to be held not less than 10 nor more than 20 days after
the date of mailing of such notice. If the Fund fails to send such notice to the
Auction Agent or if the Auction Agent does not call such a special meeting, it
may be called by any such holder on like notice. The record 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 of holders of
shares of Preferred Stock held during a Voting Period at which directors are to
be elected, such holders, voting together as a class (to the exclusion of the
holders of all other securities and classes of capital stock of the Fund), shall
be entitled to elect the number of directors prescribed in subparagraph (b)(i)
of this Section 5 on a one-vote-per-share basis.

          (iii) TERMS OF OFFICE OF EXISTING DIRECTORS. The terms of office of
all persons who are directors of the Fund 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
Fund.

          (iv)  TERMS OF OFFICE OF CERTAIN DIRECTORS TO TERMINATE UPON
TERMINATION OF VOTING PERIOD. Simultaneously with the termination of a Voting
Period, the terms of office of the additional directors elected by the Holders
and holders of other Preferred Stock pursuant to subparagraph (b)(i) of this
Section 5 shall terminate, the remaining directors shall constitute the
directors of the Fund and the voting rights of the Holders and such other
holders to elect additional directors pursuant to subparagraph (b)(i) of this
Section 5 shall cease, subject to the provisions of the last sentence of
subparagraph (b)(i) of this Section 5.

          (c)  HOLDERS OF MUNIPREFERRED TO VOTE ON CERTAIN OTHER MATTERS. (I)
INCREASES IN CAPITALIZATION. So long as any shares of MuniPreferred are
outstanding, the Fund shall not, without the affirmative vote or consent of the
Holders of at least a majority of the shares of MuniPreferred outstanding at the
time, in person or by proxy, either in writing or at a meeting, voting as a
separate class: (a) authorize, create or issue any class or series of stock
ranking prior to or on a parity with shares of MuniPreferred with respect to the
payment of dividends or the distribution of assets upon dissolution, liquidation
or winding up of the affairs of the Fund, or authorize, create or issue
additional shares of any series of MuniPreferred (except that, notwithstanding
the foregoing, but subject to the provisions of paragraph (c) of Section 10 of
this Part I, the Board of Directors, without the vote or consent of the Holders
of MuniPreferred, may from time to time authorize and create, and the Fund may
from time to time issue, additional shares of any series of MuniPreferred or
classes or series of Preferred Stock ranking on a parity with shares of
MuniPreferred with respect to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Fund;
PROVIDED, HOWEVER, that if Moody's or S&P is not then rating the shares of
MuniPreferred, the aggregate liquidation preference of all Preferred Stock of
the Fund outstanding after any such issuance, exclusive of accumulated and
unpaid

                                     B-20
<PAGE>

dividends, may not exceed the amount set forth in Section 10 of APPENDIX A
hereto) or (b) amend, alter or repeal the provisions of the Articles, including
this Statement, whether by merger, consolidation or otherwise, so as to affect
any preference, right or power of such shares of MuniPreferred or the Holders
thereof; PROVIDED, HOWEVER, that (i) none of the actions permitted by the
exception to (a) above will be deemed to affect such preferences, rights or
powers, (ii) a division of a share of MuniPreferred will be deemed to affect
such preferences, rights or powers only if the terms of such division adversely
affect the Holders of shares of MuniPreferred and (iii) the authorization,
creation and issuance of classes or series of stock ranking junior to shares of
MuniPreferred with respect to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Fund,
will be deemed to affect such preferences, rights or powers only if Moody's or
S&P is then rating shares of MuniPreferred and such issuance would, at the time
thereof, cause the Fund not to satisfy the 1940 Act MuniPreferred Asset Coverage
or the MuniPreferred Basic Maintenance Amount. So long as any shares of
MuniPreferred are outstanding, the Fund shall not, without the affirmative vote
or consent of the Holders of at least 66 2/3% of the shares of MuniPreferred
outstanding at the time, in person or by proxy, either in writing or at a
meeting, voting as a separate class, file a voluntary application for relief
under Federal bankruptcy law or any similar application under state law for so
long as the Fund is solvent and does not foresee becoming insolvent. To the
extent that shares of MuniPreferred constitute a series of stock under Minnesota
law and to the extent the Holders of such shares are empowered under the
Minnesota Business Corporation Act to vote as a class on the actions set forth
above in this subparagraph (c)(i), the Fund shall not approve any such action
without the affirmative vote or consent of the Holders of at least a majority.of
the shares of MuniPreferred of such series outstanding at the time, in person or
by proxy, either in writing or at a meeting (voting as a separate class).

          (ii) 1940 ACT MATTERS. Unless a higher percentage is provided for in
the Articles, (A) the affirmative vote of the Holders of at least a majority of
the shares of Preferred Stock, including MuniPreferred, outstanding at the time,
voting as a separate class, shall be required to approve any conversion of the
Fund from a closed-end to an open-end investment company and (B) the affirmative
vote of the Holders of a "majority of the outstanding shares of Preferred
Stock," including MuniPreferred, voting as a separate class, shall be required
to approve any plan of reorganization (as such term is used in the 1940 Act)
adversely affecting such shares. The affirmative vote of the Holders of a
"majority of the outstanding shares of Preferred Stock," including
MuniPreferred, voting as a separate class, shall be required to approve any
action not described in the first sentence of this Section 5(c)(ii) requiring a
vote of security holders of the Fund under Section 13(a) of the 1940 Act. For
purpose of the foregoing, "majority of the outstanding shares of Preferred
Stock" means (i) 67% or more of such shares present at a meeting, if the Holders
of more than 50% of such shares are present or represented by proxy, or (ii)
more than 50% of such shares, whichever is less. In the event a vote of Holders
of MuniPreferred is required pursuant to the provisions of Section 13(a) of the
1940 Act, the Fund shall, not later than ten Business Days prior to the date on
which such vote is to be taken, notify Moody's (if Moody's is then rating the
shares of MuniPreferred) and S&P (if S&P is then rating the shares of
MuniPreferred) that such vote is to be taken and the nature of the action with
respect to which such vote is to be taken. The Fund shall, not later than ten
Business Days after the date on which such vote is taken, notify Moody's (if
Moody's is then rating the shares of MuniPreferred) of the results of such vote.


          (d) BOARD MAY TAKE CERTAIN ACTIONS WITHOUT SHAREHOLDER APPROVAL. The
Board of Directors, without the vote or consent of the shareholders of the Fund,
may from time to time amend, alter or repeal any or all of the definitions of
the terms listed below, or any provision of this Statement viewed by Moody's or
S&P as a predicate for any such definition, and any such amendment, alteration
or repeal will not be deemed to affect the preferences, rights or powers of
shares of MuniPreferred or the Holders thereof; PROVIDED, HOWEVER, that the
Board of Directors receives written confirmation from Moody's (such confirmation
being required to be obtained only in the event Moody's is rating the shares of
MuniPreferred and in no event being required to be obtained in the case

                                     B-21
<PAGE>

of the definitions of (x) Deposit Securities, Discounted Value, Receivables for
Municipal Obligations Sold, Issue Type Category and Other Issues as such terms
apply to S&P Eligible Assets and (y) S&P Discount Factor, S&P Eligible Asset,
S&P Exposure Period and S&P Volatility Factor) and S&P (such confirmation being
required to be obtained only in the event S&P is rating the shares of
MuniPreferred and in no event being required to be obtained in the case of the
definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold,
Issue Type Category and Other Issues as such terms apply to Moody's Eligible
Assets, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's
Exposure Period and Moody's Volatility Factor) that any such amendment,
alteration or repeal would not impair the ratings then assigned by Moody's or
S&P, as the case may be, to shares of MuniPreferred:

                                     B-22
<PAGE>

<TABLE>
<CAPTION>
<S>                                               <C>
Deposit Securities                                 Moody's Exposure Period
Discounted Value                                   Moody's Volatility Factor
Escrowed Bonds                                     1940 Act Cure Date
Issue Type Category                                1940 Act MuniPreferred Asset Coverage
Market Value  Other Issues                         Quarterly Valuation Date
                                                   Receivables for Municipal
MuniPreferred Basic Maintenance Amount               Obligations Sold
MuniPreferred Basic Maintenance Cure Date          S&P Discount Factor
MuniPreferred Basic Maintenance Report             S&P Eligible Asset
Moody's Discount Factor                            S&P Exposure Period
Moody's Eligible Asset                             S&P Volatility Factor
                                                   Valuation Date
                                                   Volatility Factor

</TABLE>

          (e) VOTING RIGHTS SET FORTH HEREIN ARE SOLE VOTING RIGHTS. Unless
otherwise required by law, the Holders of shares of MuniPreferred shall not have
any relative rights or preferences or other special rights other than those
specifically set forth herein.

          (f) NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING. The Holders of shares
of MuniPreferred shall have no preemptive rights or rights to cumulative voting.

          (g) VOTING FOR DIRECTORS SOLE REMEDY FOR FUND'S FAILURE TO PAY
DIVIDENDS. In the event that the Fund fails to pay any dividends on the shares
of MuniPreferred, the exclusive remedy of the Holders shall be the right to vote
for directors pursuant to the provisions of this Section 5.

          (h) HOLDERS ENTITLED TO VOTE. For purposes of determining any rights
of the Holders to vote on any matter, whether such right is created by this
Statement, by the other provisions of the Articles, by statute or otherwise, no
Holder shall be entitled to vote any share of MuniPreferred and no share of
MuniPreferred shall be deemed to be "outstanding" for the purpose of voting or
determining the number of shares required to constitute a quorum if, prior to or
concurrently with the time of determination of shares entitled to vote or shares
deemed outstanding for quorum purposes, as the case may be, the requisite Notice
of Redemption with respect to such shares shall have been mailed as provided in
paragraph (c) of Section 11 of this Part I and the Redemption Price for the
redemption of such shares shall have been deposited in trust with the Auction
Agent for that purpose. No share of MuniPreferred held by the Fund or any
affiliate of the Fund (except for shares held by a Broker-Dealer that is an
affiliate of the Fund for the account of its customers) shall have any voting
rights or be deemed to be outstanding for voting or other purposes.

         6.  1940 ACT MUNIPREFERRED ASSET COVERAGE.

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

         7.  MUNIPREFERRED BASIC MAINTENANCE AMOUNT.

          (a) So long as shares of MuniPreferred are outstanding, the Fund
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 MuniPreferred Basic
Maintenance Amount (if S&P is then rating the shares of MuniPreferred) and (ii)
Moody's Eligible Assets having an aggregate Discounted Value equal to or greater
than the MuniPreferred Basic Maintenance Amount (if Moody's is then rating the
shares of MuniPreferred).

                                     B-23
<PAGE>

          (b)  On or before 5:00 P.M., New York City time, on the third Business
Day after a Valuation Date on which the Fund fails to satisfy the MuniPreferred
Basic Maintenance Amount, and on the third Business Day after the MuniPreferred
Basic Maintenance Cure Date with respect to such Valuation Date, the Fund shall
complete and deliver to S&P (if S&P is then rating the shares of
MuniPreferred), Moody's (if Moody's is then rating the shares of MuniPreferred)
and the Auction Agent (if either S&P or Moody's is then rating the shares of
MuniPreferred) a MuniPreferred Basic Maintenance Report as of the date of such
failure or such MuniPreferred Basic Maintenance Cure Date, as the case may be,
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 Fund mails to the Auction Agent for delivery on
the next Business Day the full MuniPreferred Basic Maintenance Report. The Fund
shall also deliver a MuniPreferred Basic Maintenance Report to (i) the Auction
Agent (if either Moody's or S&P is then rating the shares of MuniPreferred) as
of (A) the fifteenth day of each month (or, if such day is not a Business Day,
the next succeeding Business Day) and (B) the last Business Day of each month,
(ii) Moody's (if Moody's is then rating the shares of MuniPreferred) and S&P (if
S&P is then rating the shares of MuniPreferred) as of any Quarterly Valuation
Date, in each case on or before the third Business Day after such day, and (iii)
S&P, if and when requested for any Valuation Date, on or before the third
Business Day after such request. A failure by the Fund to deliver a
MuniPreferred Basic Maintenance Report pursuant to the preceding sentence shall
be deemed to be delivery of a MuniPreferred Basic Maintenance Report indicating
the Discounted Value for all assets of the Fund is less than the MuniPreferred
Basic Maintenance Amount, as of the relevant Valuation Date.

          (c)  Within ten Business Days after the date of delivery of a
MuniPreferred Basic Maintenance Report in accordance with paragraph (b) of this
Section 7 relating to a Quarterly Valuation Date, the Fund shall cause the
Independent Accountant to confirm in writing to S&P (if S&P is then rating the
shares of MuniPreferred), Moody's (if Moody's is then rating the shares of
MuniPreferred) and the Auction Agent (if either S&P or Moody's is then rating
the shares of MuniPreferred) (i) the mathematical accuracy of the calculations
reflected in such Report (and in any other MuniPreferred Basic Maintenance
Report, randomly selected by the Independent Accountant, that was delivered by
the Fund during the quarter ending on such Quarterly Valuation Date) and (ii)
that, in such Report (and in such randomly selected Report), the Fund determined
in accordance with this Statement whether the Fund had, at such Quarterly
Valuation Date (and at the Valuation Date addressed in such randomly-selected
Report), S&P Eligible Assets (if S&P is then rating the shares of MuniPreferred)
of an aggregate Discounted Value at least equal to the MuniPreferred Basic
Maintenance Amount and Moody's Eligible Assets (if Moody's is then rating the
shares of MuniPreferred) of an aggregate Discounted Value at least equal to the
MuniPreferred Basic Maintenance Amount (such confirmation being herein called
the "Accountant's Confirmation").

          (d)  Within ten Business Days after the date of delivery of a
MuniPreferred Basic Maintenance Report in accordance with paragraph (b) of this
Section 7 relating to any Valuation Date on which the Fund failed to satisfy the
MuniPreferred Basic Maintenance Amount, and relating to the MuniPreferred Basic
Maintenance Cure Date with respect to such failure to satisfy the MuniPreferred
Basic Maintenance Amount, the Fund shall cause the Independent Accountant to
provide to S&P (if S&P is then rating the shares of MuniPreferred), Moody's (if
Moody's is then rating the shares of MuniPreferred) and the Auction Agent (if
either S&P or Moody's is then rating the shares of MuniPreferred) an
Accountant's Confirmation as to such MuniPreferred Basic Maintenance Report.

          (e)  If any Accountant's Confirmation delivered pursuant to paragraph
(c) or (d) of this Section 7 shows that an error was made in the MuniPreferred
Basic Maintenance Report for a particular Valuation Date for which such
Accountant's Confirmation was required to be delivered, or shows that a lower
aggregate Discounted Value for the aggregate of all S&P Eligible Assets (if S&P
is then rating the shares of MuniPreferred) or Moody's Eligible Assets (if
Moody's is then rating the shares of MuniPreferred), as the case may be, of the
Fund 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 Fund, and the Fund shall accordingly amend and
deliver the MuniPreferred Basic Maintenance Report to S&P (if S&P is then rating
the shares of MuniPreferred), Moody's (if Moody's is then rating the shares


                                     B-24
<PAGE>

of MuniPreferred) and the Auction Agent (if either S&P or Moody's is then rating
the shares of MuniPreferred) promptly following receipt by the Fund of such
Accountant's Confirmation.

          (f)  on or before 5:00 p.m., New York City time, on the first Business
Day after the Date of Original Issue of any shares of MuniPreferred) the Fund
shall complete and deliver to S&P (if S&P is then rating the shares of
MuniPreferred) and Moody's (if Moody's is then rating the shares of
MuniPreferred) a MuniPreferred 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 Fund shall cause the Independent Accountant to confirm in
writing to S&P (if S&P is then rating the shares of MuniPreferred) (i) the
mathematical accuracy of the calculations reflected in such Report and (ii) that
the Discounted Value of S&P Eligible Assets reflected thereon equals or exceeds
the MuniPreferred Basic Maintenance Amount reflected thereon.

          (g)  on or before 5:00 p.m., New York City time, on the third Business
Day after either (i) the Fund shall have redeemed Common Stock or (ii) the ratio
of the Discounted Value of S&P Eligible Assets or the Discounted Value of
Moody's Eligible Assets to the MuniPreferred Basic Maintenance Amount is less
than or equal to 105%, the Fund shall complete and deliver to S&P (if S&P is
then rating the shares of MuniPreferred) or Moody's (if Moody's is then rating
the shares of MuniPreferred), as the case may be, a MuniPreferred Basic
Maintenance Report as of the date of either such event.

          8.  [Reserved]

          9.  RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS.

          (a) DIVIDENDS ON PREFERRED STOCK OTHER THAN MUNIPREFERRED. Except as
set forth in the next sentence, no dividends shall be declared or paid or set
apart for payment on the shares of any class or series of stock ranking, as to
the payment of dividends, on a parity with shares of MuniPreferred for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid on the shares of each series of MuniPreferred through its most
recent Dividend Payment Date. When dividends are not paid in full upon the
shares of each series of MuniPreferred through its most recent Dividend Payment
Date or upon the shares of any other class or series of stock ranking on a
parity as to the payment of dividends with shares of MuniPreferred through their
most recent respective dividend payment dates, all dividends declared upon
shares of MuniPreferred and any other such class or series of stock ranking on a
parity as to the payment of dividends with shares of MuniPreferred shall be
declared pro rata so that the amount of dividends declared per share on shares
of MuniPreferred and such other class or series of stock shall in all cases bear
to each other the same ratio that accumulated dividends per share on the shares
of MuniPreferred and such other class or series of stock bear to each other (for
purposes of this sentence, the amount of dividends declared per share of
MuniPreferred shall be based on the Applicable Rate for such share for the
Dividend Periods during which dividends were not paid in full).

        (b)  DIVIDENDS AND OTHER DISTRIBUTIONS WITH RESPECT TO COMMON STOCK
UNDER THE 1940 ACT. The Board of Directors shall not declare any dividend
(except a dividend payable in shares of Common Stock), or declare any other
distribution, upon shares of Common Stock, or purchase shares of Common Stock,
unless in every such case the shares of Preferred Stock have, at the time of any
such declaration or purchase, an asset coverage (as defined in and determined
pursuant to the 1940 Act) of at least 200% (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 declaring dividends on its common stock) after
deducting the amount of such dividend, distribution or purchase price, as the
case may be.

          (c)  OTHER RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS. For so
long as any share of MuniPreferred is outstanding, and except as set forth in
paragraph (a) of this Section 9 and paragraph (c) of Section 12 of this Part I,
(A) the Fund 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
in options, warrants or rights


                                     B-25
<PAGE>

to subscribe for or purchase, Common Stock or other stock, if any, ranking
junior to the shares of MuniPreferred as to the payment of dividends and the
distribution of assets upon dissolution, liquidation or winding up) in respect
of the Common Stock or any other stock of the Fund ranking junior to or on a
parity with the shares of MuniPreferred as to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up, or call for
redemption, redeem, purchase or otherwise acquire for consideration any shares
of Common Stock or any other such junior stock (except by conversion into or
exchange for stock of the Fund ranking junior to the shares of MuniPreferred as
to the payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up), or any such parity stock (except by conversion into
or exchange for stock of the Fund ranking junior to or on a parity with
MuniPreferred as to the payment of dividends and the distribution of assets upon
dissolution, liquidation or winding up), unless (i) full cumulative dividends on
shares of each series of MuniPreferred through its most recently ended Dividend
Period shall have been paid or shall have been declared and sufficient funds for
the payment thereof deposited with the Auction Agent and (ii) the Fund has
redeemed the full number of shares of MuniPreferred required to be redeemed by
any provision for mandatory redemption pertaining thereto, and (B) the Fund
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 in
options, warrants or rights to subscribe for or purchase, Common Stock or other
stock, if any, ranking junior to shares of MuniPreferred as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up) in respect of Common Stock or any other stock of the Fund ranking
junior to shares of MuniPreferred as to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up, or call for
redemption, redeem, purchase or otherwise acquire for consideration any shares
of Common Stock or any other such junior stock (except by conversion into or
exchange for stock of the Fund ranking junior to shares of MuniPreferred as to
the payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up), unless immediately after such transaction the
Discounted Value of Moody's Eligible Assets (if Moody's is then rating the
shares of MuniPreferred) and S&P Eligible Assets (if S&P is then rating the
shares of MuniPreferred) would each at least equal the MuniPreferred Basic
Maintenance Amount.

          10.  RATING AGENCY RESTRICTIONS.

          For so long as any shares of MuniPreferred are outstanding and Moody's
or S&P, or both, are rating such shares, the Fund will not, unless it has
received written confirmation from Moody's or S&P, or both, as appropriate, that
any such action would not impair the ratings then assigned by such rating agency
to such shares, engage in any one or more of the following transactions:

                    (a)  buy or sell futures or write put or call options;

                    (b)  borrow money, except that the Fund may, without
          obtaining the written confirmation described above, borrow money for
          the purpose of clearing securities transactions if (i) the
          MuniPreferred Basic Maintenance Amount would continue to be satisfied
          after giving effect to such borrowing and (ii) such borrowing (A) is
          privately arranged with a bank or other person and is evidenced by a
          promissory note or other evidence of indebtedness that is not intended
          to be publicly distributed or (B) is for "temporary purposes," is
          evidenced by a promissory note or other evidence of indebtedness and
          is in an amount not exceeding 5 per centum of the value of the total
          assets of the Fund at the time of the borrowing; for purposes of the
          foregoing, "temporary purpose" means that the borrowing is to be
          repaid within sixty days and is not to be extended or renewed;

                    (c)  issue additional shares of any series of MuniPreferred
          or any class or series of stock ranking prior to or on a parity with
          shares of MuniPreferred with respect to the payment of dividends or
          the distribution of assets upon dissolution, liquidation or winding up
          of the Fund, or reissue any shares of MuniPreferred previously
          purchased or redeemed by the Fund;

                    (d)  engage in any short sales of securities;


                                     B-26
<PAGE>

                    (e)  lend securities;

                    (f) merge or consolidate into or with any other corporation;

                    (g) change the pricing service (currently J.J. Kenny)
          referred to in the definition of Market Value; or

                    (h) enter into reverse repurchase agreements.

          11.  REDEMPTION.

          (a) OPTIONAL REDEMPTION. (i) Subject to the provisions of subparagraph
(v) of this paragraph (a), shares of MuniPreferred of any series may be
redeemed, at the option of the Fund, as a whole or from time to time in part, on
the second Business Day preceding any Dividend Payment Date for shares of such
series, out of funds legally available therefor, at a redemption price per share
equal to the sum of $25,000 plus an amount equal to accumulated but unpaid
dividends thereon (whether or not earned or declared) to (but not including) the
date fixed for redemption; PROVIDED, HOWEVER, that (1) shares of a series of
MuniPreferred may not be redeemed in part if after such partial redemption fewer
than 500 shares of such series remain outstanding; (2) unless otherwise provided
in Section 11 of APPENDIX A hereto, shares of a series of MuniPreferred are
redeemable by the Fund during the Initial Rate Period thereof only on the second
Business Day next preceding the last Dividend Payment Date for such Initial Rate
Period; and (3) subject to subparagraph (ii) of this paragraph (a), the Notice
of Special Rate Period relating to a Special Rate Period of shares of a series
of MuniPreferred, as delivered to the Auction Agent and filed with the Secretary
of the Fund, may provide that shares of such series shall not be redeemable
during the whole or any part of such Special Rate Period (except as provided in
subparagraph (iv) of this paragraph (a)) or shall be redeemable during the whole
or any part of such Special Rate Period only upon payment of such redemption
premium or premiums as shall be specified therein ("Special Redemption
Provisions").

          (ii) A Notice of Special Rate Period relating to shares of a series of
MuniPreferred for a Special Rate Period thereof may contain Special Redemption
Provisions only if the Fund's Board of Directors, after consultation with the
Broker-Dealer or Broker-Dealers for such Special Rate Period of shares of such
series, determines that such Special Redemption Provisions are in the best
interest of the Fund.

          (iii) If fewer than all of the outstanding shares of a series of
MuniPreferred are to be redeemed pursuant to subparagraph (i) of this paragraph
(a), the number of shares of such series to be redeemed shall be determined by
the Board of Directors, and such shares shall be redeemed pro rata from the
Holders of shares of such series in proportion to the number of shares of such
series held by such Holders.

          (iv) Subject to the provisions of subparagraph (v) of this paragraph
(a), shares of any series of MuniPreferred may be redeemed, at the option of the
Fund, as a whole but not in part, out of funds legally available therefor, on
the first day following any Dividend Period thereof included in a Rate Period
consisting of more than 364 Rate Period Days if, on the date of determination of
the Applicable Rate for shares of such series for such Rate Period, such
Applicable Rate equalled or exceeded on such date of determination the Treasury
Note Rate for such Rate Period, at a redemption price per share equal to the sum
of $25,000 plus an amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared) to (but not including) the date fixed for
redemption.

          (v) The Fund may not on any date mail a Notice of Redemption pursuant
to paragraph (c) of this Section 11 in respect of a redemption contemplated to
be effected pursuant to this paragraph (a) unless on such date (a) the Fund 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 (including any applicable premium) due to Holders of shares of
MuniPreferred by reason of the redemption of such shares

                                     B-27
<PAGE>

on such redemption date and (b) the Discounted Value of Moody's Eligible Assets
(if Moody's is then rating the shares of MuniPreferred) and the Discounted Value
of S&P Eligible Assets (if S&P is then rating the shares of MuniPreferred) each
at least equal the MuniPreferred Basic Maintenance Amount, and would at least
equal the MuniPreferred Basic Maintenance Amount immediately subsequent to such
redemption if such redemption were to occur on such date. For purposes of
determining in clause (b) of the preceding sentence whether the Discounted Value
of Moody's Eligible Assets at least equals the MuniPreferred Basic Maintenance
Amount, the Moody's Discount Factors applicable to Moody's Eligible Assets shall
be determined by reference to the first Exposure Period longer than the Exposure
Period then applicable to the Fund, as described in the definition of Moody's
Discount Factor herein.

          (b) MANDATORY REDEMPTION. The Fund shall redeem, at a redemption price
equal to $25,000 per share plus accumulated but unpaid dividends thereon
(whether or not earned or declared) to (but not including) the date fixed by the
Board of Directors for redemption, certain of the shares of MuniPreferred, if
the Fund fails to have either Moody's Eligible Assets with a Discounted Value or
S&P Eligible Assets with a Discounted Value greater than or equal to the
MuniPreferred Basic Maintenance Amount or fails to maintain the 1940 Act
MuniPreferred Asset Coverage, in accordance with the requirements of the rating
agency or agencies then rating the shares of MuniPreferred, and such failure is
not cured on or before the MuniPreferred Basic Maintenance Cure Date or the 1940
Act Cure Date, as the case may be. The number of shares of MuniPreferred to be
redeemed shall be equal to the lesser of (i) the minimum number of shares of
MuniPreferred, together with all shares of other Preferred Stock subject to
redemption or retirement, the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the Cure Date, would have
resulted in the Fund's having both Moody's Eligible Assets with a Discounted
Value and S&P Eligible Assets with a Discounted Value greater than or equal to
the MuniPreferred Basic maintenance Amount or maintaining the 1940 Act
MuniPreferred Asset Coverage, as the case may be, on such Cure Date (PROVIDED,
HOWEVER, that if there is no such minimum number of shares of MuniPreferred and
shares of other Preferred Stock the redemption or retirement of which would have
had such result, all shares of MuniPreferred and Preferred Stock then
outstanding shall be redeemed), and (ii) the maximum number of shares of
MuniPreferred, together with all shares of other Preferred Stock subject to
redemption or retirement, that can be redeemed out of funds expected to be
legally available therefor. In determining the shares of MuniPreferred required
to be redeemed in accordance with the foregoing, the Fund shall allocate the
number required to be redeemed to satisfy the MuniPreferred Basic Maintenance
Amount or the 1940 Act MuniPreferred Asset Coverage, as the case may be, pro
rata among shares of MuniPreferred and other Preferred Stock (and, then, pro
rata among each series of MuniPreferred) subject to redemption or retirement.
The Fund shall effect such redemption on the date fixed by the Fund therefor,
which date shall not be earlier than 20 days nor later than 40 days after such
Cure Date, except that if the Fund does not have funds legally available for the
redemption of all of the required number of shares of MuniPreferred and shares
of other Preferred Stock which are subject to redemption or retirement or the
Fund otherwise is unable to effect such redemption on or prior to 40 days after
such Cure Date, the Fund shall redeem those shares of MuniPreferred and shares
of other Preferred Stock which it was unable to redeem on the earliest
practicable date on which it is able to effect such redemption. If fewer than
all of the outstanding shares of a series of MuniPreferred are to be redeemed
pursuant to this paragraph (b), the number of shares of such series to be
redeemed shall be redeemed pro rata from the Holders of shares of such series in
proportion to the number of shares of such series held by such Holders.

          (c) NOTICE OF REDEMPTION. If the Fund shall determine or be required
to redeem shares of a series of MuniPreferred pursuant to paragraph (a) or (b)
of this Section 11, it shall mail a Notice of Redemption with respect to such
redemption by first class mail, postage prepaid, to each Holder of the shares of
such series to be redeemed, at such Holder's address as the same appears on the
stock books of the Fund on the record date established by the Board of
Directors. Such Notice of Redemption shall be so mailed not less than 20 nor
more than 45 days prior to the date fixed for redemption. Each such Notice of
Redemption shall state: (i) the redemption date; (ii) the number of shares of
MuniPreferred to be redeemed and the series thereof; (iii) the CUSIP number for
shares of such series; (iv) the Redemption Price; (v) the place or places where
the certificate(s) for such shares (properly endorsed or assigned for

                                     B-28
<PAGE>

transfer, if the Board of Directors shall so require and the Notice of
Redemption shall so state) are to be surrendered for payment of the Redemption
Price; (vi) that dividends on the shares to be redeemed will cease to accumulate
on such redemption date; and (vii) the provisions of this Section 11 under which
such redemption is made. If fewer than all shares of a series of MuniPreferred
held by any Holder are to be redeemed, the Notice of Redemption mailed to such
Holder shall also specify the number of shares of such series to be redeemed
from such Holder. The Fund may provide in any Notice of Redemption relating to a
redemption contemplated to be effected pursuant to paragraph (a) of this Section
11 that such redemption is subject to one or more conditions precedent and that
the Fund shall not be required to effect such redemption unless each such
condition shall have been satisfied at the time or times and in the manner
specified in such Notice of Redemption.

          (d) NO REDEMPTION UNDER CERTAIN CIRCUMSTANCES. Notwithstanding the
provisions of paragraphs (a) or (b) of this Section 11, if any dividends on
shares of a series of MuniPreferred (whether or not earned or declared) are in
arrears, no shares of such series shall be redeemed unless all outstanding
shares of such series are simultaneously redeemed, and the Fund shall not
purchase or otherwise acquire any shares of such series; PROVIDED, HOWEVER, that
the foregoing shall not prevent the purchase or acquisition of all outstanding
shares of such series pursuant to the successful completion of an otherwise
lawful purchase or exchange offer made on the same terms to, and accepted by,
Holders of all outstanding shares of such series.

          (e) ABSENCE OF FUNDS AVAILABLE FOR REDEMPTION. To the extent that any
redemption for which Notice of Redemption has been mailed is not made by reason
of the absence of legally available funds therefor, such redemption shall be
made as soon as practicable to the extent such funds become available. Failure
to redeem shares of MuniPreferred shall be deemed to exist at any time after the
date specified for redemption in a Notice of Redemption when the Fund shall have
failed, for any reason whatsoever, to deposit in trust with the Auction Agent
the Redemption Price with respect to any shares for which such Notice of
Redemption has been mailed; PROVIDED, HOWEVER, that the foregoing shall not
apply in the case of the Fund's failure to deposit in trust with the Auction
Agent the Redemption Price with respect to any shares where (1) the Notice of
Redemption relating to such redemption provided that such redemption was subject
to one or more conditions precedent and (2) any such condition precedent shall
not have been satisfied at the time or times and in the manner specified in such
Notice of Redemption. Notwithstanding the fact that the Fund may not have
redeemed shares of MuniPreferred for which a Notice of Redemption has been
mailed, dividends may be declared and paid on shares of MuniPreferred and shall
include those shares of MuniPreferred for which a Notice of Redemption has been
mailed.

          (f) AUCTION AGENT AS TRUSTEE OF REDEMPTION PAYMENTS BY FUND. All
moneys paid to the Auction Agent for payment of the Redemption Price of shares
of MuniPreferred called for redemption shall be held in trust by the Auction
Agent for the benefit of Holders of shares so to be redeemed.

          (g) SHARES FOR WHICH NOTICE OF REDEMPTION HAS BEEN GIVEN ARE NO LONGER
OUTSTANDING. Provided a Notice of Redemption has been mailed pursuant to
paragraph (c) of this Section 11, upon the deposit with the Auction Agent (on
the Business Day next preceding the date fixed for redemption thereby, in funds
available on the next Business Day in The City of New York, New York) of funds
sufficient to redeem the shares of MuniPreferred that are the subject of such
notice, dividends on such shares shall cease to accumulate and such shares shall
no longer be deemed to be outstanding for any purpose, and all rights of the
Holders of the shares so called for redemption shall cease and terminate, except
the right of such Holders to receive the Redemption Price, but without any
interest or other additional amount, except as provided in subparagraph (e)(i)
of Section 2 of this Part I and in Section 3 of this Part I. Upon surrender in
accordance with the Notice of Redemption of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board of Directors
shall so require and the Notice of Redemption shall so state), the Redemption
Price shall be paid by the Auction Agent to the Holders of shares of
MuniPreferred subject to redemption. In the case that fewer than all of the
shares represented by any such certificate are redeemed, a new certificate shall
be issued, representing the unredeemed shares, without cost to the Holder
thereof. The Fund shall be entitled to receive from the

                                     B-29
<PAGE>

Auction Agent, promptly after the date fixed for redemption, any cash deposited
with the Auction Agent in excess of (i) the aggregate Redemption Price of the
shares of MuniPreferred called for redemption on such date and (ii) all other
amounts to which Holders of shares of MuniPreferred called for redemption may be
entitled. Any funds so deposited that are unclaimed at the end of 90 days from
such redemption date shall, to the extent permitted by law, be repaid to the
Fund, after which time the Holders of shares of MuniPreferred so called for
redemption may look only to the Fund for payment of the Redemption Price and all
other amounts to which they may be entitled. The Fund shall be entitled to
receive, from time to time after the date fixed for redemption, any interest on
the funds so deposited.

          (h)  COMPLIANCE WITH APPLICABLE LAW. In effecting any redemption
pursuant to this Section 11, the Fund shall use its best efforts to comply with
all applicable conditions precedent to effecting such redemption under the 1940
Act and Minnesota law, but shall effect no redemption except in accordance with
the 1940 Act and Minnesota law.

          (i)  ONLY WHOLE SHARES OF MUNIPREFERRED MAY BE REDEEMED. In the case
of any redemption pursuant to this Section 11, only whole shares of
MuniPreferred shall be redeemed, and in the event that any provision of the
Articles would require redemption of a fractional share, the Auction Agent shall
be authorized to round up so that only whole shares are redeemed.

          12.  LIQUIDATION RIGHTS.

          (a)  RANKING. The shares of a series of MuniPreferred shall rank on a
parity with each other, with shares of any other series of MuniPreferred and
with shares of any other series of Preferred Stock as to the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Fund.

          (b)  DISTRIBUTIONS UPON LIQUIDATION. Upon the dissolution, liquidation
or winding up of the affairs of the Fund, whether voluntary or involuntary, the
Holders of shares of MuniPreferred then outstanding shall be entitled to receive
and to be paid out of the assets of the Fund available for distribution to its
shareholders, before any payment or distribution shall be made on the Common
Stock or on any other class of stock of the Fund ranking junior to the
MuniPreferred upon dissolution, liquidation or winding up, an amount equal to
the Liquidation Preference with respect to such shares plus an amount equal to
all dividends thereon (whether or not earned or declared) accumulated but unpaid
to (but not including) the date of final distribution in same-day funds,
together with any payments required to be made pursuant to Section 3 of this
Part I in connection with the liquidation of the Fund. After the payment to the
Holders of the shares of MuniPreferred of the full preferential amounts provided
for in this paragraph (b), the Holders of MuniPreferred as such shall have no
right or claim to any of the remaining assets of the Fund.

          (c)  PRO RATA DISTRIBUTIONS. In the event the assets of the Fund
available for distribution to the Holders of shares of MuniPreferred upon any
dissolution, liquidation, or winding up of the affairs of the Fund, whether
voluntary or involuntary, shall be insufficient to pay in full all amounts to
which such Holders are entitled pursuant to paragraph (b) of this Section 12, no
such distribution shall be made on account of any shares of any other class or
series of Preferred Stock ranking on a parity with the shares of MuniPreferred
with respect to the distribution of assets upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the shares of MuniPreferred, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.

          (d)  RIGHTS OF JUNIOR STOCK. Subject to the rights of the holders of
shares of any series or class or classes of stock ranking on a parity with the
shares of MuniPreferred with respect to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Fund, after payment
shall have been made in full to the Holders of the shares of MuniPreferred as
provided in paragraph (b) of this Section 12, but not prior thereto, any other
series or class or classes of stock ranking junior to the shares of
MuniPreferred with respect to the distribution of assets upon dissolution,
liquidation or winding up of the

                                     B-30
<PAGE>

affairs of the Fund shall, subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the Holders of the shares of MuniPreferred shall not be
entitled to share therein.

          (e)  CERTAIN EVENTS NOT CONSTITUTING LIQUIDATION. Neither the sale of
all or substantially all the property or business of the Fund, nor the merger or
consolidation of the Fund into or with any other corporation nor the merger or
consolidation of any other corporation into or with the Fund shall be a
dissolution, liquidation or winding up, whether voluntary or involuntary, for
the purposes of this Section 12.

          13.  MISCELLANEOUS.

          (a)  AMENDMENT OF APPENDIX A TO ADD ADDITIONAL SERIES. Subject to the
provisions of paragraph (c) of Section 10 of this Part I, the Board of Directors
may, by resolution duly adopted, without shareholder approval (except as
otherwise provided by this Statement or required by applicable law), amend
APPENDIX A hereto to (1) reflect any amendments hereto which the Board of
Directors is entitled to adopt pursuant to the terms of this Statement without
shareholder approval and (2) add additional series of MuniPreferred or
additional shares of a series of MuniPreferred (and terms relating thereto) to
the series and shares of MuniPreferred theretofore described thereon. Each such
additional series and all such additional shares shall be governed by the terms
of this Statement.

          (b)  APPENDIX A INCORPORATED BY REFERENCE. APPENDIX A hereto is
incorporated in and made a part of this Statement by reference thereto.

          (c)  NO FRACTIONAL SHARES. No fractional shares of MuniPreferred shall
be issued.

          (d)  STATUS OF SHARES OF MUNIPREFERRED REDEEMED, EXCHANGED OR
OTHERWISE ACQUIRED BY THE FUND. Shares of MuniPreferred which are redeemed,
exchanged or otherwise acquired by the Fund shall return to the status of
authorized and unissued shares of Preferred Stock without designation as to
series. Upon the redemption, exchange or other acquisition by the Fund of all
outstanding shares of a series of MuniPreferred, all provisions of the Articles
relating to such series (including, without limitation, all provisions of this
Statement relating to such series) shall cease to be of further effect and shall
cease to be part of the Articles. Upon the occurrence of any such event, the
Board of Directors shall have the power, pursuant to Minnesota Statutes Section
302A.135, Subdivision 5 or any successor provision and without shareholder
action, to cause restated articles of incorporation of the Fund or other
appropriate documents to be prepared and filed with the Secretary of State of
the State of Minnesota which reflect such removal from the Articles of all such
provisions relating to such series or, if appropriate, the cancellation of this
Statement, or both.

          (e)  BOARD MAY RESOLVE AMBIGUITIES. To the extent permitted by
applicable law, the Board of Directors may interpret or adjust the provisions of
this Statement to resolve any inconsistency or ambiguity or to remedy any formal
defect, and may amend this Statement with respect to any series of MuniPreferred
prior to the issuance of shares of such series.

          (f)  HEADINGS NOT DETERMINATIVE. The headings contained in this
Statement are for convenience of reference only and shall not affect the meaning
or interpretation of this Statement.

          (g)  NOTICES. All notices or communications, unless otherwise
specified in the By-Laws of the Fund or this Statement, shall be sufficiently
given if in writing and delivered in person or mailed by first-class mail,
postage prepaid.

                                     B-31
<PAGE>

                                    PART II

     1. ORDERS. (a) Prior to the Submission Deadline on each Auction Date for
shares of a series of MuniPreferred:

          (i)  each Beneficial Owner of shares of such series may submit to its
     Broker-Dealer by telephone or otherwise information as to:

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

               (B) the number of Outstanding shares, if any, of such series held
          by such Beneficial Owner which such Beneficial Owner offers to sell if
          the Applicable Rate for shares of such series for the next succeeding
          Rate Period of shares of such series shall be less than the rate per
          annum specified by such Beneficial Owner; and/or

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

     and

          (ii) one or more Broker-Dealers, using lists of Potential Beneficial
     Owners, shall in good faith for the purpose of conducting a competitive
     Auction in a commercially reasonable manner, contact Potential Beneficial
     Owners (by telephone or otherwise), including Persons that are not
     Beneficial Owners, on such lists to determine the number of shares, if any,
     of such series which each such Potential Beneficial Owner offers to
     purchase if the Applicable Rate for shares of such series for the next
     succeeding Rate Period of shares of such series 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 by a Broker-Dealer to the Auction Agent,
of information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this
paragraph (a) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Beneficial Owner and each Potential Beneficial Owner placing
an Order with a Broker-Dealer, and such Broker-Dealer placing an Order with the
Auction Agent, is hereinafter referred to as a "Bidder" and collectively as
"Bidders"; an Order containing the information referred to in clause (i)(A) of
this paragraph (a) is hereinafter referred to as a "Hold Order" and collectively
as "Hold orders"; an Order containing the information referred to in clause
(i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and
collectively as "Bids"; and an Order containing the information referred to in
clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order"
and collectively as "Sell Orders."

     (b)(i) A Bid by a Beneficial Owner or an Existing Holder of shares of a
series of MuniPreferred subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:

          (A) the number of Outstanding shares of such series specified in such
     Bid if the Applicable Rate for shares of such series determined on such
     Auction Date shall be less than the rate specified therein;

          (B) such number or a lesser number of Outstanding shares of such
     series to be determined as set forth in clause (iv) of paragraph (a) of
     Section 4 of this Part II if the Applicable

                                     B-32
<PAGE>

     Rate for shares of such series determined on such Auction Date shall be
     equal to the rate specified therein; or

          (C) the number of Outstanding shares of such series specified in such
     Bid if the rate specified therein shall be higher than the Maximum Rate for
     shares of such series, or such number or a lesser number of Outstanding
     shares of such series to be determined as set forth in clause (iii) of
     paragraph (b) of Section 4 of this Part II if the rate specified therein
     shall be higher than the Maximum Rate for shares of such series and
     Sufficient Clearing Bids for shares of such series do not exist.

     (ii) A Sell Order by a Beneficial Owner or an Existing Holder of shares
of a series of MuniPreferred subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:

          (A) the number of Outstanding shares of such series specified in
such Sell Order; or

          (B) such number or a lesser number of Outstanding shares of such
     series as set forth in clause (iii) of paragraph (b) of Section 4 of this
     Part II if Sufficient Clearing Bids for shares of such series do not exist;

PROVIDED, HOWEVER, that a Broker-Dealer that is an Existing Holder with respect
to shares of a series of MuniPreferred shall not be liable to any Person for
failing to sell such shares pursuant to a Sell Order described in the proviso to
paragraph (c) of Section 2 of this Part II if (1) such shares were transferred
by the Beneficial Owner thereof without compliance by such Beneficial Owner or
its transferee Broker-Dealer (or other transferee person, if permitted by the
Fund) with the provisions of Section 7 of this Part II or (2) such Broker-Dealer
has informed the Auction Agent pursuant to the terms of its Broker-Dealer
Agreement that, according to such Broker-Dealer's records, such Broker-Dealer
believes it is not the Existing Holder of such shares.

     (iii) A Bid by a Potential Beneficial Holder or a Potential Holder of
shares of a series of MuniPreferred subject to an Auction on any Auction Date
shall constitute an irrevocable offer to purchase:

          (A) the number of Outstanding shares of such series specified in such
     Bid if the Applicable Rate for shares of such series determined on such
     Auction Date shall be higher than the rate specified therein; or

          (B) such number or a lesser number of Outstanding shares of such
     series as set forth in clause (v) of paragraph (a) of Section 4 of this
     Part II if the Applicable Rate for shares of such series determined on such
     Auction Date shall be equal to the rate specified therein.

     (c) No Order for any number of shares of MuniPreferred other than whole
shares shall be valid.

     2. SUBMISSION OF ORDERS BY BROKER-DEALERS TO AUCTION AGENT. (a) Each
Broker-Dealer shall submit in writing to the Auction Agent prior to the
Submission Deadline on each Auction Date all Orders for shares of MuniPreferred
of a series subject to an Auction on such Auction Date obtained by such Broker-
Dealer, designating itself (unless otherwise permitted by the Fund) 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
shall specify with respect to each Order for such shares:

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

          (ii) the aggregate number of shares of such series that are the
     subject of such Order;

          (iii) to the extent that such Bidder is an Existing Holder of shares
     of such series:

                                     B-33
<PAGE>

               (A) the number of shares, if any, of such series subject to any
          Hold Order of such Existing Holder;

               (B) the number of shares, if any, of such series subject to any
          Bid of such Existing Holder and the rate specified in such Bid; and

               (C) the number of shares, if any, of such series subject to any
          Sell Order of such Existing Holder; and

          (iv) to the extent such Bidder is a Potential Holder of shares of such
     series, the rate and number of shares of such series specified in such
     Potential Holder's Bid.

     (b) If any rate 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%.

     (c) If an Order or Orders covering all of the Outstanding shares of
MuniPreferred of a series held by any Existing Holder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a
Hold Order to have been submitted by or on behalf of such Existing Holder
covering the number of Outstanding shares of such series held by such Existing
Holder and not subject to Orders submitted to the Auction Agent; PROVIDED,
HOWEVER, that if an Order or Orders covering all of the Outstanding shares of
such series held by any Existing Holder is not submitted to the Auction Agent
prior to the Submission Deadline for an Auction relating to a Special Rate
Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem
a Sell Order to have been submitted by or on behalf of such Existing Holder
covering the number of Outstanding shares of such series held by such Existing
Holder and not subject to Orders submitted to the Auction Agent.

     (d) If one or more Orders of an Existing Holder is submitted to the Auction
Agent covering in the aggregate more than the number of Outstanding shares of
MuniPreferred of a series subject to an Auction held by such Existing Holder,
such Orders shall be considered valid in the following order of priority:

          (i) all Hold Orders for shares of such series shall be considered
     valid, but only up to and including in the aggregate the number of
     Outstanding shares of such series held by such Existing Holder, and if the
     number of shares of such series subject to such Hold Orders exceeds the
     number of Outstanding shares of such series held by such Existing Holder,
     the number of shares subject to each such Hold Order shall be reduced pro
     rata to cover the number of Outstanding shares of such series held by such
     Existing Holder;

          (ii) (A) any Bid for shares of such series shall be considered valid
     up to and including the excess of the number of Outstanding shares of such
     series held by such Existing Holder over the number of shares of such
     series subject to any Hold Orders referred to in clause (i) above;

               (B) subject to subclause (A), if more than one Bid of an Existing
          Holder for shares of such series is submitted to the Auction Agent
          with the same rate and the number of Outstanding shares of such series
          subject to such Bids is greater than such excess, such Bids shall be
          considered valid up to and including the amount of such excess, and
          the number of shares of such series subject to each Bid with the same
          rate shall be reduced pro rata to cover the number of shares of such
          series equal to such excess;

               (C) subject to subclauses (A) and (B), if more than one Bid of an
          Existing Holder for shares of such series is submitted to the Auction
          Agent with different rates, such Bids shall be considered valid in the
          ascending order of their respective rates up to and including the
          amount of such excess; and

                                     B-34
<PAGE>

               (D) in any such event, the number, if any, of such Outstanding
          shares of such series subject to any portion of Bids considered not
          valid in whole or in part under this clause (ii) shall be treated as
          the subject of a Bid for shares of such series by or on behalf of a
          Potential Holder at the rate therein specified; and

          (iii) all Sell Orders for shares of such series shall be considered
     valid up to and including the excess of the number of Outstanding shares of
     such series held by such Existing Holder over the sum of shares of such
     series subject to valid Hold Orders referred to in clause (i) above and
     valid Bids referred to in clause (ii) above.

     (e) If more than one Bid for one or more shares of a series of
MuniPreferred is submitted to the Auction Agent by or on behalf of any Potential
Holder, each such Bid submitted shall be a separate Bid with the rate and number
of shares therein specified.

     (f) Any Order submitted by a Beneficial Owner or 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.

     3. DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BID RATE AND
APPLICABLE RATE. (a) Not earlier than the Submission Deadline on each Auction
Date for shares of a series of MuniPreferred, the Auction Agent shall assemble
all valid Orders submitted or deemed submitted to it by the Broker-Dealers in
respect of shares of such series (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 collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine for such series:

          (i) the excess of the number of Outstanding shares of such series over
     the number of Outstanding shares of such series subject to Submitted Hold
     Orders (such excess being hereinafter referred to as the "Available
     MuniPreferred" of such series);


          (ii) from the Submitted Orders for shares of such series whether:

               (A) the number of Outstanding shares of such series subject to
          Submitted Bids of Potential Holders specifying one or more rates equal
          to or lower than the Maximum Rate for shares of such series;

     exceeds or is equal to the sum of:

               (B) the number of Outstanding shares of such series subject to
          Submitted Bids of Existing Holders specifying one or more rates higher
          than the Maximum Rate for shares of such series; and

               (C) the number of Outstanding shares of such series subject to
          Submitted Sell Orders

     (in the event such excess or such equality exists (other than because the
     number of shares of such series in subclauses (B) and (C) above is zero
     because all of the Outstanding shares of such series are subject to
     Submitted Hold Orders), such Submitted Bids in subclause (A) above being
     hereinafter referred to collectively as "Sufficient Clearing Bids" for
     shares of such series); and

          (iii) if Sufficient Clearing Bids for shares of such series exist, the
     lowest rate specified in such Submitted Bids (the "Winning Bid Rate" for
     shares of such series) which if:

                                     B-35
<PAGE>

               (A)(I) each such Submitted Bid of Existing Holders specifying
          such lowest rate and (II) all other such Submitted Bids of Existing
          Holders specifying lower rates were rejected, thus entitling such
          Existing Holders to continue to hold the shares of such series that
          are subject to such Submitted Bids; and

               (B)(I) each such Submitted Bid of Potential Holders specifying
          such lowest rate and (II) all other such Submitted Bids of Potential
          Holders specifying lower rates were accepted;

     would result in such Existing Holders described in subclause (A) above
     continuing to hold an aggregate number of Outstanding shares of such series
     which, when added to the number of Outstanding shares of such series to be
     purchased by such Potential Holders described in subclause (B) above, would
     equal not less than the Available MuniPreferred of such series.

     (b) Promptly after the Auction Agent has made the determinations pursuant
to paragraph (a) of this Section 3, the Auction Agent shall advise the Fund of
the Maximum Rate for shares of the series of MuniPreferred for which an Auction
is being held on the Auction Date and, based on such determination, the
Applicable Rate for shares of such series for the next succeeding Rate Period
thereof as follows:

          (i) if Sufficient Clearing Bids for shares of such series exist, that
     the Applicable Rate for all shares of such series for the next succeeding
     Rate Period thereof shall be equal to the Winning Bid Rate for shares of
     such series so determined;

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

          (iii) if all of the Outstanding shares of such series are subject to
     Submitted Hold Orders, that the Applicable Rate for all shares of such
     series for the next succeeding Rate Period thereof shall be as set forth in
     Section 12 of APPENDIX A hereto.

     4. ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS AND
ALLOCATION OF SHARES. Existing Holders shall continue to hold the shares of
MuniPreferred that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph (a) of Section 3 of this Part II, the
Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the
Auction Agent and the Auction Agent shall take such other action as set forth
below:

     (a) If Sufficient Clearing Bids for shares of a series of MuniPreferred
have been made, all Submitted Sell Orders with respect to shares of such series
shall be accepted and, subject to the provisions of paragraphs (d) and (e) of
this Section 4, Submitted Bids with respect to shares of such series shall be
accepted or rejected as follows in the following order of priority and all other
submitted Bids with respect to shares of such series shall be rejected:

          (i) Existing Holders' Submitted Bids for shares of such series
     specifying any rate that is higher than the Winning Bid Rate for shares of
     such series shall be accepted, thus requiring each such Existing Holder to
     sell the shares of MuniPreferred subject to such Submitted Bids;

          (ii) Existing Holders' Submitted Bids for shares of such series
     specifying any rate that is lower than the Winning Bid Rate for shares of
     such series shall be rejected, thus entitling each such Existing Holder to
     continue to hold the shares of MuniPreferred subject to such Submitted
     Bids;

                                     B-36
<PAGE>

          (iii) Potential Holders' Submitted Bids for shares of such series
     specifying any rate that is lower than the Winning Bid Rate for shares of
     such series shall be accepted;

          (iv) each Existing Holder's Submitted Bid for shares of such series
     specifying a rate that is equal to the Winning Bid Rate for shares of such
     series shall be rejected, thus entitling such Existing Holder to continue
     to hold the shares of MuniPreferred subject to such Submitted Bid, unless
     the number of Outstanding shares of MuniPreferred subject to all such
     Submitted Bids shall be greater than the number of shares of MuniPreferred
     ("remaining shares") in the excess of the Available MuniPreferred of such
     series over the number of shares of MuniPreferred subject to Submitted Bids
     described in clauses (ii) and (iii) of this paragraph (a), in which event
     such Submitted Bid of such Existing Holder shall be rejected in part, and
     such Existing Holder shall be entitled to continue to hold shares of
     MuniPreferred subject to such Submitted Bid, but only in an amount equal to
     the number of shares of MuniPreferred of such series obtained by
     multiplying the number of remaining shares by a fraction, the numerator of
     which shall be the number of Outstanding shares of MuniPreferred held by
     such Existing Holder subject to such Submitted Bid and the denominator of
     which shall be the aggregate number of Outstanding shares of MuniPreferred
     subject to such Submitted Bids made by all such Existing Holders that
     specified a rate equal to the Winning Bid Rate for shares of such series;
     and

          (v) each Potential Holder's Submitted Bid for shares of such series
     specifying a rate that is equal to the Winning Bid Rate for shares of such
     series shall be accepted but only in an amount equal to the number of
     shares of such series obtained by multiplying the number of shares in the
     excess of the Available MuniPreferred of such series over the number of
     shares of MuniPreferred subject to Submitted Bids described in clauses (ii)
     through (iv) of this paragraph (a) by a fraction, the numerator of which
     shall be the number of Outstanding shares of MuniPreferred subject to such
     Submitted Bid and the denominator of which shall be the aggregate number of
     Outstanding shares of MuniPreferred subject to such Submitted Bids made by
     all such Potential Holders that specified a rate equal to the Winning Bid
     Rate for shares of such series.

     (b) If Sufficient Clearing Bids for shares of a series of MuniPreferred
have not been made (other than because all of the Outstanding shares of such
series are subject to Submitted Hold Orders), subject to the provisions of
paragraph (d) of this Section 4, Submitted Orders for shares of such series
shall be accepted or rejected as follows in the following order of priority and
all other Submitted Bids for shares of such series shall be rejected:

          (i) Existing Holders' Submitted Bids for shares of such series
     specifying any rate that is equal to or lower than the Maximum Rate for
     shares of such series shall be rejected, thus entitling such Existing
     Holders to continue to hold the shares of MuniPreferred subject to such
     Submitted Bids;

          (ii) Potential Holders' Submitted Bids for shares of such series
     specifying any rate that is equal to or lower than the Maximum Rate for
     shares of such series shall be accepted; and

          (iii) Each Existing Holder's Submitted Bid for shares of such series
     specifying any rate that is higher than the Maximum Rate for shares of such
     series and the Submitted Sell Orders for shares of such series of each
     Existing Holder shall be accepted, thus entitling each Existing Holder that
     submitted or on whose behalf was submitted any such Submitted Bid or
     Submitted Sell Order to sell the shares of such series subject to such
     Submitted Bid or Submitted Sell Order, but in both cases only in an amount
     equal to the number of shares of such series obtained by multiplying the
     number of shares of such series subject to Submitted Bids described in
     clause (ii) of this paragraph (b) by a fraction, the numerator of which
     shall be the number of Outstanding shares of such series held by such
     Existing Holder subject to such Submitted Bid or Submitted Sell Order and
     the denominator of which shall be the aggregate number of Outstanding
     shares of such series subject to all such Submitted Bids and Submitted Sell
     orders.

                                     B-37
<PAGE>

     (c) If all of the Outstanding shares of a series of MuniPreferred are
subject to Submitted Hold Orders, all Submitted Bids for shares of such series
shall be rejected.

     (d) If, as a result of the procedures described in clause (iv) or (v) of
paragraph (a) or clause (iii) of paragraph (b) of this Section 4, 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 a series of
MuniPreferred on any Auction Date, the Auction Agent shall, in such manner as it
shall determine in its sole discretion, round up or down the number of shares of
MuniPreferred of such series to be purchased or sold by any Existing Holder or
Potential Holder on such Auction Date as a result of such procedures so that the
number of shares so purchased or sold by each Existing Holder or Potential
Holder on such Auction Date shall be whole shares of MuniPreferred.

     (e) If, as a result of the procedures described in clause (v) of paragraph
(a) of this Section 4, any Potential Holder would be entitled or required to
purchase less than a whole share of a series of MuniPreferred on any Auction
Date, the Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate shares of MuniPreferred of such series for purchase among
Potential Holders so that only whole shares of MuniPreferred of such series are
purchased on such Auction Date as a result of such procedures by any Potential
Holder, even if such allocation results in one or more Potential Holders not
purchasing shares of MuniPreferred of such series on such Auction Date.

     (f) Based on the results of each Auction for shares of a series of
MuniPreferred, the Auction Agent shall determine the aggregate number of shares
of such series to be purchased and the aggregate number of shares of such series
to be sold by Potential Holders and Existing Holders and, with respect to each
Potential Holder and Existing Holder, to the extent that such aggregate number
of shares to be purchased and such aggregate number of shares to be sold differ,
determine to which other Potential Holder(s) or Existing Holder(s) they shall
deliver, or from which other Potential Holder(s) or Existing Holder(s) they
shall receive, as the case may be, shares of MuniPreferred of such series.
Notwithstanding any provision of the Auction Procedures or the Settlement
Procedures to the contrary, in the event an Existing Holder or Beneficial Owner
of shares of a series of MuniPreferred with respect to whom a Broker-Dealer
submitted a Bid to the Auction Agent for such shares that was accepted in whole
or in part, or submitted or is deemed to have submitted a Sell order for such
shares that was accepted in whole or in part, fails to instruct its Agent Member
to deliver such shares against payment therefor, partial deliveries of shares of
MuniPreferred that have been made in respect of Potential Holders' or Potential
Beneficial Owners' Submitted Bids for shares of such series that have been
accepted in whole or in part shall constitute good delivery to such Potential
Holders and Potential Beneficial Owners.

     (g) Neither the Fund nor the Auction Agent nor any affiliate of either
shall have any responsibility or liability with respect to the failure of an
Existing Holder, a Potential Holder, a Beneficial owner, a Potential Beneficial
Owner or its respective Agent Member to deliver shares of MuniPreferred of any
series or to pay for shares of MuniPreferred of any series sold or purchased
pursuant to the Auction Procedures or otherwise.

     5. [Reserved]

     6. AUCTION AGENT. For so long as any shares of MuniPreferred are
outstanding, the Auction Agent, duly appointed by the Fund to so act, shall be
in each case a commercial bank, trust company or other financial institution
independent of the Fund and its affiliates (which however, may engage or have
engaged in business transactions with the Fund or its affiliates) and at no time
shall the Fund or any of its affiliates act as the Auction Agent in connection
with the Auction Procedures. If the Auction Agent resigns or for any reason its
appointment is terminated during any period that any shares of MuniPreferred are
outstanding, the Board of Directors shall use its best efforts promptly
thereafter to appoint another qualified commercial bank, trust company or
financial institution to act as the Auction Agent. The Auction Agent's registry
of Existing Holders of shares of a series of MuniPreferred shall be conclusive
and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction
Agent between 3:00 p.m. on the Business Day preceding an Auction for shares of a
series of MuniPreferred and

                                     B-38
<PAGE>

9:30 a.m. on the Auction Date for such Auction to ascertain the number of shares
of such series in respect of which the Auction Agent has determined such Broker-
Dealer to be an Existing Holder. If such Broker-Dealer believes it is the
Existing Holder of fewer shares of such series than specified by the Auction
Agent in response to such Broker-Dealer's inquiry, such Broker-Dealer may so
inform the Auction Agent of that belief. Such Broker-Dealer shall not, in its
capacity as Existing Holder of shares of such series, submit orders in such
Auction in respect of shares of such series covering in the aggregate more than
the number of shares of such series specified by the Auction Agent in response
to such Broker-Dealer's inquiry.

     7. TRANSFER OF SHARES OF MUNIPREFERRED. Unless otherwise permitted by the
Fund, a Beneficial Owner or an Existing Holder may sell, transfer or otherwise
dispose of shares of MuniPreferred only in whole shares and only pursuant to a
Bid or Sell order placed with the Auction Agent in accordance with the
procedures described in this Part II or to a Broker-Dealer; PROVIDED, HOWEVER,
that (a) a sale, transfer or other disposition of shares of MuniPreferred from a
customer of a Broker-Dealer who is listed on the records of that Broker-Dealer
as the holder of such shares to that Broker-Dealer or another customer of that
Broker-Dealer shall not be deemed to be a sale, transfer or other disposition
for purposes of this Section 7 if such Broker-Dealer remains the Existing Holder
of the shares so sold, transferred or disposed of immediately after such sale,
transfer or disposition and (b) in the case of all transfers other than pursuant
to Auctions, the Broker-Dealer (or other Person, if permitted by the Fund) to
whom such transfer is made shall advise the Auction Agent of such transfer.

     8. GLOBAL CERTIFICATE. Prior to the commencement of a Voting Period, (i)
all of the shares of a series of MuniPreferred outstanding from time to time
shall be represented by one global certificate registered in the name of the
Securities Depository or its nominee and (ii) no registration of transfer of
shares of a series of MuniPreferred shall be made on the books of the Fund to
any Person other than the Securities Depository or its nominee. The foregoing
restriction on registration of transfer shall be conspicuously noted on the face
or back of the certificates of MuniPreferred in such a manner as to comply with
the requirements of Minnesota Statute Section 302A.429, Subd. 2, and Section
8-204 of the Uniform Commercial Code as in effect in the State of Minnesota, or
any successor provisions.

     IN WITNESS WHEREOF, NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC., has
caused these presents to be signed in its name and on its behalf by its Vice
President on December  , 1999.

                                   NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.

                                   By
                                      Gifford R. Zimmerman
                                      Vice President and Secretary


                                     B-39
<PAGE>

                 NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.

                                  APPENDIX A

SECTION 1.     DESIGNATION AS TO SERIES.

     SERIES TH: A series of 10,000 shares of Preferred Stock, par value $.01 per
share, liquidation preference $25,000 per share, is hereby designated "Municipal
Auction Rate Cumulative Preferred Stock, Series TH." ____ shares of Series TH
MuniPreferred shall be issued on December   , 1999; have an Applicable Rate for
its Initial Rate Period equal to     % per annum; have an initial Dividend
Payment Date of          , 1999; and have such other preferences, limitations
and relative voting rights, in addition to those required by applicable law or
set forth in the Articles applicable to Preferred Stock of the Fund, as set
forth in Part I and Part II of this Statement. The Series TH MuniPreferred shall
constitute a separate series of Preferred Stock of the Fund, and each share of
Series TH MuniPreferred shall be identical except as provided in Section 11 of
Part I of this Statement.

                                     B-A-1
<PAGE>

SECTION 2.     NUMBER OF AUTHORIZED SHARES PER SERIES.

     The number of authorized shares constituting Series TH MuniPreferred is
10,0000.

SECTION 3.     EXCEPTIONS TO CERTAIN DEFINITIONS.

     Notwithstanding the definitions contained under the heading "Definitions"
in this Statement, the following terms shall have the following meanings for
purposes of this Statement:

     Not applicable.

SECTION 4.     CERTAIN DEFINITIONS.

     For purposes of this Statement, the following terms shall have the
following meanings (with terms defined in the singular having comparable
meanings when used in the plural and vice versa), unless the context otherwise
requires:

               "ESCROWED BONDS" shall mean Municipal Obligations that (i) have
     been determined to be legally defeased in accordance with S&P's legal
     defeasance criteria, (ii) have been determined to be economically defeased
     in accordance with S&P's economic defeasance criteria and assigned a rating
     of AAA by S&P, (iii) are not rated by S&P but have been determined to be
     legally defeased by Moody's or (iv) have been determined to be economically
     defeased by Moody's and assigned a rating no lower than the rating that is
     Moody's equivalent of S&P's AAA rating.

               "INVERSE FLOATER" shall mean trust certificates or other
     instruments evidencing interests in one or more Municipal Obligations that
     qualify as S&P Eligible Assets, the interest rates on which are adjusted at
     short term intervals on a basis that is inverse to the simultaneous
     readjustment of the interest rates on corresponding floating rate trust
     certificates or other instruments issued by the same issuer, provided that
     the ratio of the aggregate dollar amount of floating rate instruments to
     inverse floating rate instruments issued by the same issuer does not exceed
     one to one at their time of original issuance unless the floating
     instruments have only one reset remaining until maturity.

               "MOODY'S DISCOUNT FACTOR" shall mean, for purposes of determining
     the Discounted Value of any Moody's Eligible Asset, the percentage
     determined by reference to the rating on such asset and the shortest
     Exposure Period set forth opposite such rating that is the same length as
     or is longer than the Moody's Exposure Period, in accordance with the table
     set forth below:
<TABLE>
<CAPTION>

                                                                                                        Rating Category
                                                                                     (V)MIG     SP-1    ---------------
     Exposure Period                  Aaa*     Aa*      A*      Baa*     Other**     -1***      +****   Unrated*****
     ---------------                  ----     ----     ----    ----     -------     ------     -----   ---------------
<S>                                   <C>      <C>      <C>     <C>      <C>         <C>        <C>     <C>
7 weeks                               151%     159%     166%    173%       187%      136%        148%        225%
8 weeks or less but greater
  than seven weeks                    154      161      168     176        190       137         149         231
9 weeks or less but greater
  than eight weeks                    156      163      170     177        192       138         150         240
</TABLE>


*    Moody's rating.

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

***  Municipal Obligations rated MIG-1 or VMIG-1 which do not mature or have a
     demand feature at par exercisable in 30 days and which do not have a long-
     term rating.

**** Municipal Obligations not rated by Moody's but rated SP-l+ by S&P, which
     do not mature or have a demand feature at par exercisable in 30 days and
     which do not have a long-term rating.

*****Municipal Obligations rated less than Baa3 by Moody's or less than BBB by
     S&P or not rated by Moody's or S&P.

          Notwithstanding the foregoing, (i) the Moody's Discount Factor for
     short-term Municipal Obligations will be 115%, so long as such Municipal
     Obligations are rated at least MIG-1, VMIG-l or P-1 by Moody's and mature
     or have a demand feature at par exercisable in 30 days or less or 125% as
     long as such Municipal Obligations are rated at least A-1+/AA or SP-1+/AA
     by S&P and mature or have a demand feature at par exercisable in 30 days or
     less and

                                     B-A-2
<PAGE>

     (ii) no Moody's Discount Factor will be applied to cash or to Receivables
     for Municipal Obligations Sold.

          "MOODY'S ELIGIBLE ASSET" shall mean cash, Receivables for Municipal
     Obligations Sold or a Municipal Obligation that (i) pays interest in cash,
     (ii) does not have its Moody's rating suspended by Moody's, and (iii) is
     part of an issue of Municipal Obligations of at least $10,000,000.
     Muncipial Obligations issued by any one issuer and rated BBB or lower by
     S&P, Ba or B by Moody's or not rated by S&P and Moody's ("Other
     Securities") may comprise no more than 4% of total Moody's Eligible Assets;
     such Other Securities, if any, together with any Municipal Obligations
     issued by the same issuer and rated Baa by Moody's or A by S&P, may
     comprise no more than 6% of total Moody's Eligible Assets; such Other
     Securities, Baa and A-rated Municipal Obligations, if any, together with
     any Municipal Obligations issued by the same issuer and rated A by Moody's
     or AA by S&P, may comprise no more than 10% of total Moody's Eligible
     Assets; and such Other Securities, Baa, A and AA-rated Municipal
     Obligations, if any, together with any Municipal Obligations issued by the
     same issuer and rated Aa by Moody's or AAA by S&P, may comprise no more
     than 20% of total Moody's Eligible Assets. For purposes of the foregoing
     sentence, any Municipal Obligation backed by the guaranty, letter of credit
     or insurance issued by a third party shall 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 Municipal Obligation. Other Securities
     issued by issuers located within a single state or territory may comprise
     no more than 12% of total Moody's Eligible Assets; such Other Securities,
     if any, together with any Municipal Obligations issued by issuers located
     within the same state or territory and rated Baa by Moody's or A by S&P,
     may comprise no more than 20% of total Moody's Eligible Assets; such Other
     Securities, Baa and A-rated Municipal Obligations, if any, together with
     any Municipal Obligations issued by issuers located within the same state
     or territory and rated A by Moody's or AA by S&P, may comprise no more than
     40% of total Moody's Eligible Assets; and such Other Sucurities, Baa, A and
     AA-rated Municipal Obligations, if any, together with any Municipal
     Obligations issued by issuers located within the same state or territory
     and rated Aa by Moody's or AAA by S&P, may comprise no more than 60% of
     total Moody's Eligible Assets. For purposes of applying the foregoing
     requirements, a Municipal Obligation shall be deemed to be rated BBB by S&P
     if rated BBB-, BBB or BBB+ by S&P, Moody's Eligible Assets shall be
     calculated without including cash, and Municipal Obligations rated MIG-1,
     VMIG-1 or P-1 or, if not rated by Moody's, rated A-1+/AA or SP-1+/AA by
     S&P, shall be considered to have a long-term rating of A. When the Fund
     sells a Municipal Obligation and agrees to repurchase such Municipal
     Obligation at a future date, such Municipal Obligation shall be valued at
     its Discounted Value for purposes of determining Moody's Eligible Assets,
     and the amount of the repurchase price of such Municipal Obligation shall
     be included as a liability for purposes of calculating the MuniPreferred
     Basic Maintenance Amount. When the Fund purchases a Moody's Eligible Asset
     and agrees to sell it at a future date, such Eligible Asset shall be valued
     at the amount of cash to be received by the Fund upon such future date,
     provided that the counterparty to the transaction has a long-term debt
     rating of at least A2 from Moody's and the transaction has a term of no
     more than 30 days, otherwise such Eligible Asset shall be valued at the
     Discounted Value of such Eligible Asset.

          Notwithstanding the foregoing, an asset will not be considered a
     Moody's Eligible Asset to the extent it is (i) subject to any material
     lien, mortgage, pledge, security interest or security agreement of any kind
     (collectively, "Liens"), except for (a) Liens which are being contested in
     good faith by appropriate proceedings and which Moody's has indicated to
     the Fund will not affect the status of such asset as a Moody's Eligible
     Asset, (b) Liens for taxes that are not then

                                     B-A-3
<PAGE>

     due and payable or that can be paid thereafter without penalty, (c) Liens
     to secure payment for services rendered or cash advanced to the Fund by
     Nuveen Advisory Corp., Chase Manhattan Bank or the Auction Agent and (d)
     Liens by virtue of any repurchase agreement; or (ii) deposited irrevocably
     for the payment of any liabilities for purposes of determining the
     MuniPreferred Basic Maintenance Amount.

          "RATE MULTIPLE," for shares of a series of MuniPreferred on any
     Auction Date for shares of such series, shall mean the percentage,
     determined as set forth below, based on the prevailing rating of shares of
     such series in effect at the close of business on the Business Day next
     preceding such Auction Date:

<TABLE>
<CAPTION>
                 PREVAILING RATING                          PERCENTAGE
         -------------------------------------------------------------
<S>              <C>                                           <C>
                 "aa3"/AA- or higher                           110%
                 "a3"/A-                                       125%
                 "baa3"/BBB-                                   150%
                 "ba3"/BB-                                     200%
                 Below "ba3"/BB-                               250%
</TABLE>

                  For purposes of this definition, the "prevailing rating" of
     shares of a series of MuniPreferred shall be (i) "aa3"/AA- or higher if
     such shares have a rating of "aa3" or better by Moody's and AA- or better
     by S&P or the equivalent of such ratings by such agencies or a substitute
     rating agency or substitute rating agencies selected as provided below,
     (ii) if not "aa3"/AA- or higher, then "a3"/A- if such shares have a rating
     of "a3" or better by Moody's and A- or better by S&P or the equivalent of
     such ratings by such agencies or a substitute rating agency or substitute
     rating agencies selected as provided below, (iii) if not "aa3"/AA- or
     higher or "a3"/A-, then "baa3"/BBB- if such shares have a rating of "baa3"
     or better by Moody's and BBB- or better by S&P or the equivalent of such
     ratings by such agencies or a substitute rating agency or substitute rating
     agencies selected as provided below, (iv) if not "aa3"/AA- or higher,
     "a3"/A- or "baa3"/BBB-, then "ba3"/BB- if such shares have a rating of
     "ba3" or better by Moody's and BB- or better by S&P or the equivalent of
     such ratings by such agencies or a substitute rating agency or substitute
     rating agencies selected as provided below, and (v) if not "aa3"/AA- or
     higher, "a3"/A-, "baa3"/BBB-, or "ba3"/BB-, then Below "ba3"/BB-; PROVIDED,
     HOWEVER, that if such shares are rated by only one rating agency, the
     prevailing rating will be determined without reference to the rating of any
     other rating agency. The Fund shall take all reasonable action necessary to
     enable either S&P or Moody's to provide a rating for shares of
     MuniPreferred. If neither S&P nor Moody's shall make such a rating
     available, the party set forth in Section 7 of APPENDIX A or its successor
     shall select at least one nationally recognized statistical rating
     organization (as that term is used in the rules and regulations of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934, as amended from time to time) to act as a substitute rating agency in
     respect of shares of the series of MuniPreferred set forth opposite such
     party's name in Section 7 of APPENDIX A and the Fund shall take all
     reasonable action to enable such rating agency to provide a rating for such
     shares.

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

<TABLE>
<CAPTION>
                                            RATING CATEGORY
     --------------------------------------------------------------------------
<S>                                    <C>      <C>    <C>     <C>
     EXPOSURE PERIOD                   AAA*     AA*     A*     BBB*  High Yield
     --------------------------------------------------------------------------
</TABLE>
                                     B-A-4
<PAGE>


<TABLE>
<S>                                   <C>      <C>     <C>    <C>   <C>
     45 Business Days                 190%     195%    210%   250%  240%
     25 Business Days                 170      175     190    230   240%
     10 Business Days                 155      160     175    215   240%
      7 Business Days                 150      155     170    210   240%
      3 Business Days                 130      135     150    190   240%

     *S&P rating.

</TABLE>

          Notwithstanding the foregoing, (i) the S&P Discount Factor for short-
     term Municipal Obligations will be 115%, so long as such Municipal
     Obligations are rated A-l+ or SP-l+ by S&P and mature or have a demand
     feature exercisable within 30 days or less, or 120% so long as such
     Municipal Obligations 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% in such Municipal
     Obligations are not rated by S&P but are rated equivalent to A-1+ or SP-1+
     by another nationally recognized statistical rating organization, on a case
     by case basis; provided, however, that any such non-S&P-rated short-term
     Municipal Obligations which have demand features exercisable within 30 days
     or less must be backed by a letter of credit, liquidity facility or
     guarantee from a bank or other financial institution with a short-term
     rating of at least A-1+ from S&P; and further provided that such non-S&P-
     rated short-term Municipal Obligations may comprise no more than 50% of
     short-term Municipal Obligations that qualify as S&P Eligible Assets;
     provided, however, that Municipal Obligations not rated by S&P but rated
     equivalent to BBB or lower by another nationally recognized statistical
     rating organization, rated BBB, BB or lower by S&P or non-rated (such
     Municipal Obligations are hereinafter referred to as "High Yield
     Securities") may comprise no more than 20% of the short-term Municipal
     Obligations that qualify as S&P Eligible Assets; (ii) the S&P Discount
     Factor for Receivables for Municipal Obligations Sold that are due in more
     than five Business Days from such Valuation Date will be the S&P Discount
     Factor applicable to the Municipal Obligations sold; (iii) no S&P Discount
     Factor will be applied to cash or to Receivables for Municipal Obligations
     Sold if such receivables are due within five Business Days of such
     Valuation Date; and (iv) except as set forth in clause (i) above, in the
     case of any Municipal Obligation that is not rated by S&P but qualifies as
     an S&P Eligible Asset pursuant to clause (iii) of that definition, such
     Municipal Obligation will be deemed to have an S&P rating one full rating
     category lower than the S&P rating category that is the equivalent of the
     rating category in which such Municipal Obligation is placed by a
     nationally recognized statistical rating organization. "Receivables for
     Municipal Obligations Sold," for purposes of calculating S&P Eligible
     Assets as of any Valuation Date, means the book value of receivables for
     Municipal Obligations sold as of or prior to such Valuation Date. The Fund
     may adopt S&P Discount Factors for Municipal Obligations other than
     Municipal Obligations provided that S&P advises the Fund in writing that
     such action will not adversely affect its then current rating on the
     MuniPreferred. For purposes of the foregoing, Anticipation Notes rated SP-
     1+ or, if not rated by S&P, equivalent to A-1+ or SP-1+ by another
     nationally recognized statistical rating organization, on a case by case
     basis, which do not mature or have a demand feature at par exercisable in
     30 days and which do not have a long-term rating, shall be considered to be
     short-term Municipal Obligations.

          "S&P ELIGIBLE ASSET" shall mean cash (excluding any cash irrevocably
     deposited by the Fund for the payment of any liabilities within the meaning
     of MuniPreferred Basic Maintenance Amount), Receivables for Municipal
     Obligations Sold or a Municipal Obligation owned by the Fund that (i) is
     interest bearing and pays interest at least semi-annually; (ii) is payable
     with respect to principal and interest in U.S. Dollars; (iii) is publicly
     rated BBB or higher by S&P or, if not rated by S&P but rated equivalent or
     higher to an A by another nationally recognized statistical rating
     organization, on a case by case basis; (iv) is not subject to a covered
     call or put option written by the Fund; (v) except for Inverse Floaters, is
     not part of a private placement of Municipal Obligations; and (vi) except
     for Inverse Floaters, is part of an issue of Municipal Obligations 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. Solely for purposes of this definition, the term "Municipal
     Obligation" means any obligation the interest on which is exempt from
     regular Federal income taxation and which is issued by any of the fifty
     United States, the District of Columbia or any of the territories of the
     United States, their subdivisions, counties, cities, towns, villages,
     school districts and agencies (including authorities and special districts
     created by the states), and federally sponsored agencies such as local
     housing authorities. Notwithstanding the foregoing limitations:

                    (1) Municipal Obligations (excluding Escrowed Bonds and High
          Yield Securities) of any one issuer or guarantor (excluding bond
          insurers) shall be considered S&P Eligible Assets only to the extent
          the Market Value of such Municipal Obligations (including short-term
          Municipal Obligations) does not exceed 10% of the aggregate Market
          Value of S&P Eligible Assets, provided that 2% is added to the
          applicable S&P Discount Factor for every 1% by which the Market Value
          of such Municipal Obligations exceeds 5% of the aggregate Market Value
          of S&P Eligible Assets. High Yield Securities of any one issuer shall
          be considered S&P Eligible Assets only to the extent the Market Value
          of such Municipal Obligations does not exceed 5% of the aggregate
          Market Value of S&P Eligible Assets;

                    (2) Municipal Obligations not rated by S&P shall be
          considered S&P Eligible Assets only to the extent the Market Value of
          such Municipal Obligations does not exceed 50% of the aggregate Market
          Value of S&P Eligible Assets; provided, however, that High Yield
          Securities shall be considered S&P Eligible Assets only to the extent
          the Market Value of such Municipal Obligations does not exceed 20% of
          the aggregate Market Value of S&P Eligible Assets; and

                                     B-A-5
<PAGE>



             (3) Long-Term Municipal Obligations (excluding Escrowed
          Bonds) issued by issuers in any one state or territory shall be
          considered S&P Eligible Assets only to the extent the Market Value of
          such Municipal Obligations does not exceed 25% of the aggregate Market
          Value of S&P Eligible Assets.

SECTION 5. INITIAL RATE PERIODS.

         The Initial Rate Period for shares of Series TH MuniPreferred shall be
         the period from and including the Date of Original Issue thereof to but
         excluding December __, 1999.

SECTION 6. DATE FOR PURPOSES OF PARAGRAPH (YYY) CONTAINED UNDER THE HEADING
"DEFINITIONS" IN THIS STATEMENT.

         February 29, 2000 for Series TH.

SECTION 7. PARTY NAMED FOR PURPOSES OF THE DEFINITION OF "RATE MULTIPLE" IN THIS
STATEMENT.

Party:   Series of MuniPreferred:
<TABLE>
<CAPTION>
<S>                                          <C>
Salomon Smith Barney Inc.                    Series TH
</TABLE>

SECTION 8. ADDITIONAL DEFINITIONS.

         Not applicable.

SECTION 9. DIVIDEND PAYMENT DATES.

         Except as otherwise provided in paragraph (d) of Section 2 of Part I of
this Statement, dividends shall be payable on shares of:

         Series TH MuniPreferred on Friday, December   , 1999, and on each
         Friday thereafter;

                                     B-A-6
<PAGE>

SECTION 10. AMOUNT FOR PURPOSES OF SUBPARAGRAPH (C)(I) OF SECTION 5 OF PART I OF
THIS STATEMENT.

     $445,000,000.

SECTION 11. REDEMPTION PROVISIONS APPLICABLE TO INITIAL RATE PERIODS.

     Not applicable.

SECTION 12. APPLICABLE RATE FOR PURPOSES OF SUBPARAGRAPH(B)(III) OF SECTION 3 OF
PART II OF THIS STATEMENT.

     For purpose of subparagraph (b)(iii) of Section 3 of Part II of this
Statement, the Applicable Rate for shares of such series for the next succeeding
Rate Period of shares of such series shall be equal to the lesser of the Kenny
Index (if such Rate Period consists of fewer than 183 Rate Period Days) or the
product of (A) (I) the "AA" Composite Commercial Paper Rate on such Auction Date
for such Rate Period, if such Rate Period consists of fewer than 183 Rate Period
Days; (II) the Treasury Bill Rate on such Auction Date for such Rate Period, if
such Rate Period consists of more than 182 but fewer than 365 Rate Period Days;
or (III) the Treasury Note Rate on such Auction Date for such Rate Period, if
such Rate Period is more than 364 Rate Period Days (the rate described in the
foregoing clause (A)(I), (II) or (III), as applicable, being referred to herein
as the "Benchmark Rate") and (B) 1 minus the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum marginal
regular Federal corporate income tax rate applicable to ordinary income,
whichever is greater.

                                     B-A-7