EXHIBIT A(iii)

                             ARTICLES SUPPLEMENTARY

                      SCUDDER RREEF REAL ESTATE FUND, INC.

            ARTICLES SUPPLEMENTARY CREATING AND FIXING THE RIGHTS OF
                              SERIES A AND SERIES B
                             AUCTION PREFERRED STOCK

      Scudder RREEF Real Estate Fund, Inc., a Maryland corporation having its
principal Maryland office in the City of Baltimore in the State of Maryland (the
"Corporation"), certifies to the State Department of Assessments and Taxation of
Maryland that:

      First: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article V of its Articles of Incorporation (which as
hereafter amended, restated and supplemented from time to time, is together with
these Articles Supplementary, the "Charter"), and the Maryland General
Corporation Law (the "MGCL"), the Board of Directors has duly classified out of
the Corporation's authorized and unissued preferred stock, and authorized the
creation and issuance of 4,800 shares of the Corporation's Auction Preferred
Stock, par value $.01 per share, liquidation preference $25,000 per share,
having such designations as to series, and such number of shares per series, as
is set forth under "Designations" below (each a "Series" of Auction Preferred
Stock and, together, the "Preferred Shares").

      Second: Pursuant to Section 2-411 of the MGCL and authority granted by
Article III of the Corporation's By-laws, the Board of Directors of the
Corporation has appointed a pricing committee (the "Pricing Committee") and has
authorized such Pricing Committee to fix the terms of the Preferred Shares for
each Series, as set forth herein.

      Third: The preferences, rights, voting powers, restrictions, limitations
as to dividends, qualifications, and terms and conditions of redemption of the
shares of each Series of Preferred Shares are as follows:

                                   DESIGNATION

      SERIES A: A series of 2,400 Preferred Shares, par value $0.01 per share,
liquidation preference $25,000 per share, is hereby designated "Series A Auction
Preferred Stock" ("Series A"). Each share of Series A may be issued on a date to
be determined by the Board of Directors of the Corporation or pursuant to their
delegated authority; have an initial dividend rate per annum, initial Dividend
Period and an initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Directors of the Corporation or pursuant to
their delegated authority; and have such other preferences, rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption, in addition to those required by applicable law, as
are set forth in Part I and Part II of these Articles

Supplementary. The Series A shall constitute a separate series of Preferred
Shares of the Corporation.

      SERIES B: A series of 2,400 Preferred Shares, par value $0.01 per share,
liquidation preference $25,000 per share, is hereby designated "Series B Auction
Preferred Stock" ("Series B"). Each share of Series B may be issued on a date to
be determined by the Board of Directors of the Corporation or pursuant to their
delegated authority; have an initial dividend rate per annum, initial Dividend
Period and an initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Directors of the Corporation or pursuant to
their delegated authority; and have such other preferences, rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption, in addition to those required by applicable law, as
are set forth in Part I and Part II of these Articles Supplementary. The Series
B shall constitute a separate series of Preferred Shares of the Corporation.

      Unless otherwise defined herein, as used in this Preamble and in Part I
and Part II of these Articles Supplementary, capitalized terms shall have the
meanings provided in Section 17 of Part I and Section 1 of Part II of these
Articles Supplementary.

                       PART I: TERMS OF PREFERRED SHARES

      1.    NUMBER OF SHARES; RANKING.

      (a)   The initial number of authorized shares constituting the Series A is
2,400 shares and the initial number of authorized shares constituting the Series
B is 2,400 shares.

      (b)   Shares of each Series which at any time have been redeemed or
purchased by the Corporation shall, after such redemption or purchase, have the
status of authorized but unissued shares of preferred stock.

      (c)   Shares of each Series shall rank on a parity with shares of any
other series of preferred stock of the Corporation (including any other
Preferred Shares) as to the payment of dividends to which such shares are
entitled.

      (d)   No Holder of shares of any Series shall have, solely by reason of
being such a Holder, any preemptive or other right to acquire, purchase or
subscribe for any shares of any Series, Common Shares of the Corporation or
other securities of the Corporation which it may hereafter issue or sell.

      2.    DIVIDENDS.

      (a)   The Holders of shares of each 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 on their shares at the Applicable
Rate, determined as set forth in paragraph (c) of this Section 2, and no more,
payable on the respective dates determined as set forth in paragraph (b) of this
Section 2. Dividends on the Outstanding shares of each Series issued on the Date
of Original Issue shall accumulate from the Date of Original Issue.

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      (b)   (i) Dividends shall be payable when, as and if declared by the Board
of Directors following the initial Dividend Payment Date, subject to
subparagraph (b)(ii) of this Section 2, on the shares of each Series, as
follows:

            (A)   with respect to any Dividend Period of one year or less, on
      the Business Day following the last day of such Dividend Period; provided,
      however, if the Dividend Period is more than 91 days then on the 91st,
      181st and 271st days within such period, if applicable, and on the
      Business Day following the last day of such Dividend Period; and

            (B)   with respect to any Dividend Period of more than one year, on
      a quarterly basis on each January 1, April 1, July 1 and October 1 within
      such Dividend Period and on the Business Day following the last day of
      such Dividend Period.

      (ii)  If a day for payment of dividends resulting from the application of
subparagraph (b) above is not a Business Day, then the Dividend Payment Date
shall be the first Business Day following such day for payment of dividends.

      (iii) The Corporation shall pay to the Paying Agent not later than 12:00
noon, New York City time, on each Dividend Payment Date for a Series, an
aggregate amount of immediately available funds equal to the dividends to be
paid to all Holders of such Series on such Dividend Payment Date. The
Corporation shall not be required to establish any reserves for the payment of
dividends.

      (iv)  All moneys paid to the Paying Agent for the payment of dividends
shall be held in trust for the payment of such dividends by the Paying Agent for
the benefit of the Holders specified in subparagraph (b)(v) of this Section 2.
Any moneys paid to the Paying Agent in accordance with the foregoing but not
applied by the Paying Agent to the payment of dividends will, upon request and
to the extent permitted by law, be repaid to the Corporation at the end of 90
days from the date on which such moneys were to have been so applied.

      (v)   Each dividend on each Series shall be paid on the Dividend Payment
Date therefor to the Holders of that Series as their names appear on the stock
ledger or stock records of the Corporation on the Business Day next preceding
such Dividend Payment Date; provided, however, if dividends are in arrears, they
may be declared and paid at any time to Holders as their names appear on the
stock ledger or stock records of the Corporation on such date not exceeding 15
days preceding the payment date thereof, as may be fixed by the Board of
Directors. No interest will be payable in respect of any dividend payment or
payments which may be in arrears.

      (c)   (i) The dividend rate on Outstanding shares of each Series during
the period from and after the Date of Original Issue to and including the last
day of the initial Dividend Period therefor shall be equal to the rate as
determined in the manner set forth under "Designation" above. For each
subsequent Dividend Period for each Series, the dividend rate shall be equal to
the rate per annum that results from an Auction (but the rate set at the Auction
will not exceed the Maximum Applicable Rate); provided, however, that if an
Auction for any subsequent Dividend Period of a Series is not held for any
reason or if Sufficient Clearing Orders have not been made in an Auction (other
than as a result of all shares of any Series being the subject of

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Submitted Hold Orders and other than in an Auction for a Special Dividend
Period), then the dividend rate on the shares of that Series for any such
Dividend Period shall be the Maximum Applicable Rate (except (A) during a
Default Period when the dividend rate shall be the Default Rate, as set forth in
Section 2(c)(B) below or (B) after a Default Period and prior to the beginning
of the next Dividend Period when the dividend rate shall be the Maximum
Applicable Rate at the close of business on the last day of such Default
Period). If the Corporation has declared a Special Dividend Period and there are
not Sufficient Clearing Orders, the dividend rate for the next rate period will
be the same as during the current rate period. If as a result of an
unforeseeable disruption of the financial markets, an Auction cannot be held for
a period of more than three business days, the dividend rate for the subsequent
Dividend Period will be the same as the dividend rate for the current Dividend
Period.

      (ii)  Subject to the cure provisions in Section 2(c)(iii) below, a
"Default Period" with respect to a particular Series will commence on any date
the Corporation fails to deposit irrevocably in trust in same-day funds, with
the Paying Agent by 12:00 noon, New York City time, (A) the full amount of any
declared dividend on that Series payable on the Dividend Payment Date (a
"Dividend Default") or (B) the full amount of any redemption price (the
"Redemption Price") payable on the date fixed for redemption (the "Redemption
Date") (a "Redemption Default," and together with a Dividend Default,
hereinafter referred to as "Default").

      Subject to the cure provisions of Section 2(c)(iii) below, a Default
Period with respect to a Dividend Default or a Redemption Default shall end on
the Business Day on which, by 12:00 noon, New York City time, all unpaid
dividends and any unpaid Redemption Price shall have been deposited irrevocably
in trust in same-day funds with the Paying Agent. In the case of a Dividend
Default, the Applicable Rate for each Dividend Period commencing during a
Default Period will be equal to the Default Rate, and each subsequent Dividend
Period commencing after the beginning of a Default Period shall be a Standard
Dividend Period; provided, however, that the commencement of a Default Period
will not by itself cause the commencement of a new Dividend Period. No Auction
shall be held during a Default Period applicable to that Series.

      (iii) No Default Period with respect to a Dividend Default or Redemption
Default shall be deemed to commence if the amount of any dividend or any
Redemption Price due (if such default is not solely due to the willful failure
of the Corporation) is deposited irrevocably in trust, in same-day funds with
the Paying Agent by 12:00 noon, New York City time, within three Business Days
after the applicable Dividend Payment Date or Redemption Date, together with an
amount equal to the Default Rate applied to the amount of such non-payment based
on the actual number of days comprising such period divided by 365 for each
Series. The Default Rate shall be equal to the Reference Rate multiplied by
three (3).

      (iv)  The amount of dividends per share of each Series payable (if
declared) on each Dividend Payment Date of each Dividend Period of less than one
(1) year (or in respect of dividends on another date in connection with a
redemption during such Dividend Period) shall be computed by multiplying the
Applicable Rate (or the Default Rate) for such Dividend Period (or a portion
thereof) by a fraction, the numerator of which will be the number of days in
such Dividend Period (or portion thereof) that such share was Outstanding and
for which the Applicable Rate or the Default Rate was applicable and the
denominator of which will be 365 for

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each Series, multiplying the amount so obtained by $25,000, and rounding the
amount so obtained to the nearest cent. During any Dividend Period of one (1)
year or more, the amount of dividends per share payable on any Dividend Payment
Date (or in respect of dividends on another date in connection with a redemption
during such Dividend Period) shall be computed as described in the preceding
sentence, except that it will be determined on the basis of a year consisting of
twelve 30-day months.

      (d)   Any dividend payment made on shares of any Series shall first be
credited against the earliest accumulated but unpaid dividends due with respect
to that Series.

      (e)   For so long as the Preferred Shares are Outstanding, except as
otherwise contemplated by Part I of these Articles Supplementary, the
Corporation will not declare, pay or set apart for payment any dividend or other
distribution (other than a dividend or distribution paid in shares of, or
options, warrants or rights to subscribe for or purchase, Common Shares or other
shares ranking junior to the Preferred Shares as to dividends or upon
liquidation) with respect to Common Shares or any other capital stock of the
Corporation ranking junior to the Preferred Shares as to dividends or the
distribution of assets upon liquidation, or call for redemption, redeem,
purchase or otherwise acquire for consideration any Common Shares or other
capital stock ranking junior to the Preferred Shares (except by conversion into
or exchange for shares of the Corporation ranking junior to the Preferred Shares
as to dividends and the distribution of assets upon liquidation), unless (i)
immediately after such transaction, the Corporation would have Eligible Assets
with an aggregate Discounted Value at least equal to the Preferred Shares Basic
Maintenance Amount and the 1940 Act Preferred Shares Asset Coverage would be
achieved, (ii) all cumulative and unpaid dividends due on or prior to the date
of the transaction have been declared and paid in full with respect to the
Corporation's preferred stock, including the Preferred Shares or shall have been
declared and sufficient funds for the payment thereof deposited with the Auction
Agent, and (iii) the Corporation has redeemed the full number of shares of
preferred stock required to be redeemed by any mandatory provision for
redemption including the Preferred Shares required to be redeemed by any
provision for mandatory redemption contained in Section 3(a)(ii) of Part I of
these Articles Supplementary.

      (f)   For so long as the Preferred Shares are Outstanding, except as set
forth in the next sentence, the Corporation will not declare, pay or set apart
for payment on any series of stock of the Corporation ranking, as to the payment
of dividends, on a parity with the Preferred Shares for any period unless full
cumulative dividends have been or contemporaneously are declared and paid on
each Series through their most recent Dividend Payment Date. When dividends are
not paid in full upon the Preferred Shares through their most recent Dividend
Payment Dates or upon any other series of stock ranking on a parity as to the
payment of dividends with the Preferred Shares through their most recent
respective Dividend Payment Dates, all dividends declared upon the Preferred
Shares and any other such series of stock ranking on a parity as to the payment
of dividends with the Preferred Shares shall be declared pro rata so that the
amount of dividends declared per share on the Preferred Shares and such other
series of preferred stock ranking on a parity therewith shall in all cases bear
to each other the same ratio that accumulated dividends per share on the
Preferred Shares and such other series of preferred stock ranking on a parity
therewith bear to each other.

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      3.    REDEMPTION.

      (a)   (i) After the initial Dividend Period, subject to the provisions of
this Section 3 and to the extent permitted under the 1940 Act and Maryland law,
the Corporation may, at its option, redeem in whole or in part out of funds
legally available therefor shares of any Series herein designated as (A) having
a Dividend Period of one year or less, on the Business Day after the last day of
such Dividend Period by delivering a notice of redemption not less than 15
calendar days and not more than 40 calendar days prior to the Redemption Date,
at a redemption price per share equal to $25,000, plus an amount equal to
accumulated but unpaid dividends thereon (whether or not earned or declared) to
the Redemption Date ("Redemption Price"), or (B) having a Dividend Period of
more than one year, on any Business Day prior to the end of the relevant
Dividend Period by delivering a notice of redemption not less than 15 calendar
days and not more than 40 calendar days prior to the Redemption Date, at the
Redemption Price, plus a redemption premium, if any, determined by the Board of
Directors after consultation with the Broker-Dealers and set forth in any
applicable Specific Redemption Provisions at the time of the designation of such
Dividend Period as set forth in Section 4 of Part I of these Articles
Supplementary; provided, however, that during a Dividend Period of more than one
year, no shares of any Series will be subject to optional redemption except in
accordance with any Specific Redemption Provisions approved by the Board of
Directors after consultation with the Broker-Dealers at the time of the
designation of such Dividend Period. Notwithstanding the foregoing, the
Corporation shall not give a notice of or effect any redemption pursuant to this
Section 3(a)(i) unless, on the date on which the Corporation gives such notice
and on the Redemption Date, (A) the Corporation has available Deposit Securities
with maturity or tender dates not later than the day preceding the applicable
Redemption Date and having a value not less than the amount (including any
applicable premium) due to Holders of each Series by reason of the redemption of
each Series on the Redemption Date and (B) the Corporation would have Eligible
Assets with an aggregate Discounted Value at least equal to the Preferred Shares
Basic Maintenance Amount immediately subsequent to such redemption, if such
redemption were to occur on such date, it being understood that the provisions
of paragraph (d) of this Section 3 shall be applicable in such circumstances in
the event the Corporation makes the deposit and takes the other action required
thereby.

      (ii)  If the Corporation fails as of any Valuation Date to meet the
Preferred Shares Basic Maintenance Amount Test or, as of the last Business Day
of any month, the 1940 Act Preferred Shares Asset Coverage, and such failure is
not cured within ten Business Days following the relevant Valuation Date, in the
case of a failure to meet the Preferred Shares Basic Maintenance Amount Test, or
the last Business Day of the following month in the case of a failure to meet
the 1940 Act Preferred Shares Asset Coverage (each an "Asset Coverage Cure
Date"), the Preferred Shares will be subject to mandatory redemption out of
funds legally available therefor. The number of Preferred Shares to be redeemed
in such circumstances will be equal to the lesser of (A) the minimum number of
Preferred Shares the redemption of which, if deemed to have occurred immediately
prior to the opening of business on the relevant Asset Coverage Cure Date, would
result in the Corporation meeting the Preferred Shares Basic Maintenance Amount
Test and the 1940 Act Preferred Shares Asset Coverage, as the case may be, in
either case as of the relevant Asset Coverage Cure Date (provided that, if there
is no such minimum number of shares the redemption of which would have such
result, all Preferred Shares then Outstanding will be redeemed) and (B) the
maximum number of Preferred Shares that can


                                     - 6 -

be redeemed out of funds expected to be available therefor on the Mandatory
Redemption Date at the Mandatory Redemption Price set forth in subparagraph
(a)(iii) of this Section 3.

      (iii) In determining the Preferred Shares required to be redeemed in
accordance with the foregoing Section 3(a)(ii), the Corporation shall allocate
the number of shares required to be redeemed to satisfy the Preferred Shares
Basic Maintenance Amount Test or the 1940 Act Preferred Shares Asset Coverage,
as the case may be, pro rata or among the Holders of the Preferred Shares in
proportion to the number of shares they hold and shares of other preferred stock
subject to mandatory redemption provisions similar to those contained in this
Section 3, subject to the further provisions of this subparagraph (iii). The
Corporation shall effect any required mandatory redemption pursuant to: (A) the
Preferred Shares Basic Maintenance Amount Test, as described in subparagraph
(a)(ii) of this Section 3, no later than 30 days after the Corporation last met
the Preferred Shares Basic Maintenance Amount Test, or (B) the 1940 Act
Preferred Shares Asset Coverage, as described in subparagraph (a)(ii) of this
Section 3, no later than 30 days after the Asset Coverage Cure Date (the
"Mandatory Redemption Date"), except that if the Corporation does not have funds
legally available for the redemption of, or is not otherwise legally permitted
to redeem, the number of Preferred Shares which would be required to be redeemed
by the Corporation under clause (A) of subparagraph (a)(ii) of this Section 3 if
sufficient funds were available, together with shares of other preferred stock
which are subject to mandatory redemption under provisions similar to those
contained in this Section 3, or the Corporation otherwise is unable to effect
such redemption on or prior to such Mandatory Redemption Date, the Corporation
shall redeem those Preferred Shares, and shares of other preferred stock which
it was unable to redeem, on the earliest practicable date on which the
Corporation will have such funds available, upon notice pursuant to Section 3(b)
to record owners of Preferred Shares to be redeemed and the Paying Agent. The
Corporation will deposit with the Paying Agent funds sufficient to redeem the
specified number of Preferred Shares with respect to a redemption required under
subparagraph (a)(ii) of this Section 3, by 1:30 P.M., New York City time, on the
Business Day immediately preceding the Mandatory Redemption Date. If fewer than
all of the Outstanding Preferred Shares are to be redeemed pursuant to this
Section 3(a)(iii), the number of shares to be redeemed shall be redeemed pro
rata from the Holders of such shares in proportion to the number of the
Preferred Shares held by such Holders, by lot or by such other method as the
Corporation shall deem fair and equitable, subject, however, to the terms of any
applicable Specific Redemption Provisions. "Mandatory Redemption Price" means
the Redemption Price plus (in the case of a Dividend Period of one year or more
only) a redemption premium, if any, determined by the Board of Directors after
consultation with the Broker-Dealers and set forth in any applicable Specific
Redemption Provisions.

      (b)   In the event of a redemption pursuant to the foregoing Section 3(a),
the Corporation will file a notice of its intention to redeem with the
Securities and Exchange Commission so as to provide at least the minimum notice
required under Rule 23c-2 under the 1940 Act or any successor provision. In
addition, the Corporation shall deliver a notice of redemption to the Auction
Agent (the "Notice of Redemption") containing the information set forth below
(i) in the case of an optional redemption pursuant to Section 3(a)(i) above, one
Business Day prior to the giving of notice to the Holders, (ii) in the case of a
mandatory redemption pursuant to Section 3(a)(ii) above, on or prior to the 10th
day preceding the Mandatory Redemption Date. Only with respect to shares held by
the Securities Depository, the Auction Agent will use its reasonable efforts to
provide telephonic notice to each Holder of


                                     - 7 -

shares of any Series called for redemption not later than the close of business
on the Business Day immediately following the day on which the Auction Agent
determines the shares to be redeemed (or, during a Default Period with respect
to such shares, not later than the close of business on the Business Day
immediately following the day on which the Auction Agent receives Notice of
Redemption from the Corporation). The Auction Agent shall confirm such
telephonic notice in writing not later than the close of business on the third
Business Day preceding the date fixed for redemption by providing the Notice of
Redemption to each Holder of shares called for redemption, the Paying Agent (if
different from the Auction Agent) and the Securities Depository. Notice of
Redemption will be addressed to the registered owners of shares of any Series at
their addresses appearing on the share records of the Corporation. Such Notice
of Redemption will set forth (i) the date fixed for redemption, (ii) the number
and identity of shares of each Series to be redeemed, (iii) the redemption price
(specifying the amount of accumulated dividends to be included therein), (iv)
that dividends on the shares to be redeemed will cease to accumulate on such
date fixed for redemption, and (v) the provision under which redemption shall be
made. No defect in the Notice of Redemption or in the transmittal or mailing
thereof will affect the validity of the redemption proceedings, except as
required by applicable law. If fewer than all shares held by any Holder are to
be redeemed, the Notice of Redemption mailed to such Holder shall also specify
the number of shares to be redeemed from such Holder.

      (c)   Notwithstanding the provisions of paragraph (a) of this Section 3,
no preferred stock, including the Preferred Shares, may be redeemed at the
option of the Corporation unless all dividends in arrears on the Outstanding
Preferred Shares and any other preferred stock have been or are being
contemporaneously paid or set aside for payment; provided, however, that the
foregoing shall not prevent the purchase or acquisition of outstanding shares of
preferred stock pursuant to the successful completion of an otherwise lawful
purchase or exchange offer made on the same terms to holders of all outstanding
shares of preferred stock.

      (d)   Upon the deposit of funds sufficient to redeem shares of any Series
with the Paying Agent and the giving of the Notice of Redemption to the Auction
Agent under paragraph (b) of this Section 3, dividends on such shares shall
cease to accumulate and such shares shall no longer be deemed to be Outstanding
for any purpose (including, without limitation, for purposes of calculating
whether the Corporation has met the Preferred Shares Basic Maintenance Amount
Test or the 1940 Act Preferred Shares Asset Coverage), and all rights of the
Holders of the shares so called for redemption shall cease and terminate, except
the right of such Holder to receive the redemption price specified herein, but
without any interest or other additional amount. Such redemption price shall be
paid by the Paying Agent to the nominee of the Securities Depository. The
Corporation shall be entitled to receive from the Paying Agent, promptly after
the date fixed for redemption, any cash deposited with the Paying Agent in
excess of (i) the aggregate redemption price of the shares of any Series called
for redemption on such date and (ii) such other amounts, if any, to which
Holders of shares of any Series called for redemption may be entitled. Any funds
so deposited that are unclaimed at the end of two years from such redemption
date shall, to the extent permitted by law, be paid to the Corporation, after
which time the Holders of shares of each Series so called for redemption may
look only to the Corporation for payment of the redemption price and all other
amounts, if any, to which they may be entitled; provided, however, that the
Paying Agent shall notify all Holders whose funds are unclaimed by placing a
notice in The Wall Street Journal concerning the availability of such


                                     - 8 -

funds once each week for three consecutive weeks. The Corporation shall be
entitled to receive, from time to time after the date fixed for redemption, any
interest earned on the funds so deposited.

      (e)   To the extent that any redemption for which Notice of Redemption has
been given is not made by reason of the absence of legally available funds
therefor, or is otherwise prohibited, such redemption shall be made as soon as
practicable to the extent such funds become legally available or such redemption
is no longer otherwise prohibited. Failure to redeem shares of any Series shall
be deemed to exist at any time after the date specified for redemption in a
Notice of Redemption when the Corporation shall have failed, for any reason
whatsoever, to deposit in trust with the Paying Agent the redemption price with
respect to any shares for which such Notice of Redemption has been given.
Notwithstanding the fact that the Corporation may not have redeemed shares of
each Series for which a Notice of Redemption has been given, dividends may be
declared and paid on shares of any Series and shall include those shares of any
Series for which Notice of Redemption has been given but for which deposit of
funds has not been made.

      (f)   All moneys paid to the Paying Agent for payment of the redemption
price of shares of any Series called for redemption shall be held in trust by
the Paying Agent for the benefit of holders of shares so to be redeemed.

      (g)   So long as any shares of any Series are held of record by the
nominee of the Securities Depository, the redemption price for such shares will
be paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to Agent Members for distribution to the persons for
whom they are acting as agent.

      (h)   Except for the provisions described above, nothing contained in
these Articles Supplementary limits any right of the Corporation to purchase or
otherwise acquire any shares of each Series outside of an Auction at any price,
whether higher or lower than the price that would be paid in connection with an
optional or mandatory redemption, so long as, at the time of any such purchase,
there is no arrearage in the payment of dividends on, or the mandatory or
optional redemption price with respect to, any shares of each Series for which
Notice of Redemption has been given and the Corporation meets the 1940 Act
Preferred Shares Asset Coverage and the Preferred Shares Basic Maintenance
Amount Test after giving effect to such purchase or acquisition on the date
thereof. Any shares which are purchased, redeemed or otherwise acquired by the
Corporation shall have no voting rights. If fewer than all the Outstanding
shares of any Series are redeemed or otherwise acquired by the Corporation, the
Corporation shall give notice of such transaction to the Auction Agent, in
accordance with the procedures agreed upon by the Board of Directors.

      (i)   In the case of any redemption pursuant to this Section 3, only whole
shares of each Series shall be redeemed, and in the event that any provision of
the Charter would require redemption of a fractional share, the Auction Agent
shall be authorized to round up so that only whole shares are redeemed.

      (j)   Notwithstanding anything herein to the contrary, the Board of
Directors, upon notification to each Rating Agency, may authorize, create or
issue other series of preferred stock,


                                     - 9 -

including other series of Preferred Shares, series of preferred stock ranking on
a parity with the Preferred Shares with respect to the payment of dividends or
the distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Corporation, to the extent permitted by the 1940 Act, if upon
issuance of any such series, either (i) the net proceeds from the sale of such
stock (or such portion thereof needed to redeem or repurchase the Outstanding
Preferred Shares) are deposited with the Paying Agent in accordance with Section
3(d) of Part I of these Articles Supplementary, Notice of Redemption as
contemplated by Section 3(b) of Part I of these Articles Supplementary has been
delivered prior thereto or is sent promptly thereafter, and such proceeds are
used to redeem all Outstanding Preferred Shares or (ii) the Corporation would
meet the 1940 Act Preferred Shares Asset Coverage, the Preferred Shares Basic
Maintenance Amount Test and the requirements of Section 11 of Part I of these
Articles Supplementary.

      4.    DESIGNATION OF DIVIDEND PERIOD.

      (a)   The initial Dividend Period for each Series shall be as determined
in the manner set forth under "Designation" above. The Corporation will
designate the duration of subsequent Dividend Periods of each Series; provided,
however, that no such designation is necessary for a Standard Dividend Period
and, provided further, that any designation of a Special Dividend Period shall
be effective only if (i) notice thereof shall have been given as provided
herein, (ii) any failure to pay in a timely manner to the Auction Agent the full
amount of any dividend on, or the redemption price of, each Series shall have
been cured as provided above, (iii) Sufficient Clearing Orders shall have
existed in an Auction held on the Auction Date immediately preceding the first
day of such proposed Special Dividend Period, (iv) if the Corporation shall have
mailed a Notice of Redemption with respect to any shares, the redemption price
with respect to such shares shall have been deposited with the Paying Agent, (v)
in the case of the designation of a Special Dividend Period, the Broker-Dealers
shall have notified the Corporation in writing that they believe the Auction for
the Special Dividend Period will be successful, and (vi) each Rating Agency
shall have confirmed in writing to the Corporation that such designation shall
not adversely affect their respective then-current ratings of the Preferred
Shares.

      (b)   If the Corporation proposes to designate any Special Dividend
Period, not fewer than seven Business Days (or two Business Days in the event
the duration of the Dividend Period prior to such Special Dividend Period is
fewer than eight days) nor more than 30 Business Days prior to the first day of
such Special Dividend Period, notice shall be (i) made by press release and (ii)
communicated by the Corporation by telephonic or other means to the Auction
Agent and each Broker-Dealer and confirmed in writing promptly thereafter. Each
such notice shall state (A) that the Corporation proposes to exercise its option
to designate a succeeding Special Dividend Period, specifying the first and last
days thereof and the Maximum Rate for such Special Dividend Period and (B) that
the Corporation will by 3:00 P.M., New York City time, on the second Business
Day next preceding the first day of such Special Dividend Period, notify the
Auction Agent, who will promptly notify the Broker-Dealers, of either (x) the
Corporation's determination, subject to certain conditions, to proceed with such
Special Dividend Period, subject to the terms of any Specific Redemption
Provisions, or (y) the Corporation's determination not to proceed with such
Special Dividend Period, in which latter event the succeeding Dividend Period
shall be a Standard Dividend Period. No later than 3:00 P.M., New York City
time, on the second Business Day next preceding the first day of any proposed
Special


                                     - 10 -

Dividend Period, the Corporation shall deliver to the Auction Agent, who will
promptly deliver to the Broker-Dealers and Existing Holders, either:

            (I)   a notice stating (A) that the Corporation has determined to
      designate the next succeeding Dividend Period as a Special Dividend
      Period, specifying the first and last days thereof and (B) the terms of
      any Specific Redemption Provisions; or

            (II)  a notice stating that the Corporation has determined not to
      exercise its option to designate a Special Dividend Period.

      If the Corporation fails to deliver either such notice with respect to any
designation of any proposed Special Dividend Period to the Auction Agent or if
the Rating Agency is unable to make the confirmation provided in clause (vi) of
paragraph (a) of this Section 4 by 3:00 P.M., New York City time, on the second
Business Day next preceding the first day of such proposed Special Dividend
Period, the Corporation shall be deemed to have delivered a notice to the
Auction Agent with respect to such Dividend Period to the effect set forth in
clause (II) above, thereby resulting in a Standard Dividend Period.

      5.    RESTRICTIONS ON TRANSFER. Shares of each Series may be transferred
only (a) pursuant to an order placed in an Auction, (b) to or through a
Broker-Dealer or (c) to the Corporation or any Affiliate. Notwithstanding the
foregoing, a transfer other than pursuant to an Auction will not be effective
unless the selling Existing Holder or the Agent Member of such Existing Holder,
in the case of an Existing Holder whose shares are listed in its own name on the
books of the Auction Agent, or the Broker-Dealer or Agent Member of such
Broker-Dealer, in the case of a transfer between persons holding shares of any
Series through different Broker-Dealers, advises the Auction Agent of such
transfer. The certificates representing the shares of each Series issued to the
Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.

      6.    VOTING RIGHTS.

      (a)   Except as otherwise provided in the Charter or as otherwise required
by applicable law, (i) each Holder of shares of any Series shall be entitled to
one vote for each share of any Series held on each matter on which the Holders
of the Preferred Shares are entitled to vote, and (ii) the holders of the
Outstanding shares of preferred stock, including each Series, and holders of
shares of Common Shares shall vote together as a single class on all matters
submitted to the stockholders; provided, however, that, with respect to the
election of directors, the holders of the Outstanding shares of preferred stock,
including each Series, represented in person or by proxy at a meeting for the
election of directors, shall be entitled, as a class, to the exclusion of the
holders of all other securities and classes of capital stock, including the
Common Shares, to elect two directors of the Corporation, each share of
preferred stock, including each Series, entitling the holder thereof to one
vote. The identities of the nominees of such directorships may be fixed by the
Board of Directors. Subject to paragraph (b) of this Section 6, the holders of
outstanding shares of Common Shares and outstanding shares of preferred stock,
including each Series, voting together as a single class, shall be entitled to
elect the balance of the directors.

                                     - 11 -

      (b)   If at any time dividends on the Preferred Shares shall be unpaid in
an amount equal to two full years' dividends on the Preferred Shares (a "Voting
Period"), the number of directors constituting the Board of Directors shall be
automatically increased by the smallest number of additional directors that,
when added to the number of directors then constituting the Board of Directors,
shall (together with the two directors elected by the holders of preferred
stock, including each Series, pursuant to paragraph (a) of this Section 6)
constitute a majority of such increased number, and the holders of any shares of
preferred stock, including each Series, shall be entitled, voting as a single
class on a one-vote-per-share basis (to the exclusion of the holders of all
other securities and classes of capital stock of the Corporation), to elect the
smallest number of such additional directors of the Corporation that shall
constitute a majority of the total number of directors of the Corporation so
increased. The Voting Period and the voting rights so created upon the
occurrence of the conditions set forth in this paragraph (b) of Section 6 shall
continue unless and until all dividends in arrears on each Series shall have
been paid or declared and sufficient cash or specified securities are set apart
for the payment of such dividends. Upon the termination of a Voting Period, the
voting rights described in this paragraph (b) of Section 6 shall cease, subject
always, however, to the revesting of such voting rights in the holders of
preferred stock, including each Series, upon the further occurrence of any of
the events described in this paragraph (b) of Section 6.

      (c)   As soon as practicable after the accrual of any right of the holders
of shares of preferred stock, including each Series, to elect additional
directors as described in paragraph (b) of this Section 6, the Corporation shall
notify the Auction Agent, and the Auction Agent shall call a special meeting of
such holders, by mailing a notice of such special meeting to such holders, such
meeting to be held not less than ten nor more than 90 days after the date of
mailing of such notice. If the Corporation fails to send such notice to the
Auction Agent or if the Auction Agent does not call such a special meeting, it
may be called by any such holder on like notice. The record 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
preferred stock, including each Series, 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 Corporation), shall be entitled to elect the number of directors prescribed
in paragraph (b) of this Section 6 on a one-vote-per-share basis. At any such
meeting or adjournment thereof in the absence of a quorum, a majority of the
holders of shares of preferred stock, including Holders of the Preferred Shares,
present in person or by proxy shall have the power to adjourn the meeting
without notice, other than an announcement at the meeting, until a quorum is
present.

      (d)   For purposes of determining any rights of the holders of the shares
of preferred stock, including each Series, to vote on any matter, whether such
right is created by these Articles Supplementary, by statute or otherwise, if
redemption of some or all of the shares of preferred stock, including each
Series, is required, no holder of shares of preferred stock, including each
Series, shall be entitled to vote and no share of preferred stock, including
each Series, 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, sufficient Deposit Securities for
the redemption of such shares have been deposited in the case of Preferred
Shares in trust with the Paying Agent for that purpose and the


                                     - 12 -

requisite Notice of Redemption with respect to such shares shall have been given
as provided in Section 3(b) of Part I of these Articles Supplementary and in the
case of other preferred stock the Corporation has otherwise met the conditions
for redemption applicable to such shares.

      (e)   Except as provided in the next succeeding sentence, the terms of
office of all persons who are directors of the Corporation at the time of a
special meeting of Holders of the Preferred Shares and holders of other shares
of preferred stock to elect directors pursuant to paragraph (b) of this Section
6 shall continue, notwithstanding the election at such meeting by the holders of
the number of directors that they are entitled to elect, and the persons so
elected by such holders, together with the two incumbent directors elected by
such holders and the remaining incumbent directors elected by the holders of the
Common Shares shall constitute the duly elected directors of the Corporation. If
the election of additional directors by the holders of shares of preferred
stock, including each Series, would cause the number of directors to exceed 12,
then the terms of office of a number of directors elected by the holders of
Common Shares shall terminate at the time of the special meeting to elect such
additional directors such that the sum of the number of remaining directors and
the number of additional directors does not exceed 12 and the number of
additional directors and the two directors elected by the holders of shares of
preferred stock, including each Series, constitute a majority of the entire
Board of Directors.

      (f)   Simultaneously with the termination of a Voting Period, the terms of
office of the additional directors elected by the Holders of the Preferred
Shares and holders of shares of other preferred stock pursuant to paragraph (b)
of this Section 6 shall terminate, the remaining directors shall constitute the
directors of the Corporation and the voting rights of such holders to elect
additional directors pursuant to paragraph (b) of this Section 6 shall cease,
subject to the provisions of the last sentence of paragraph (b) of this Section
6.

      (g)   Unless otherwise required by law or in the Corporation's Charter,
the Holders of Preferred Shares shall not have any relative rights or
preferences or other special rights other than those specifically set forth
herein. In the event that the Corporation fails to pay any dividends on the
Preferred Shares of the Corporation or fails to redeem any Preferred Shares
which it is required to redeem, or any other event occurs which requires the
mandatory redemption of Preferred Shares and the required Notice of Redemption
has not been given, other than the rights set forth in paragraph (a) of Section
3 of Part I of these Articles Supplementary, the exclusive remedy of the Holders
of Preferred Shares shall be the right to vote for directors pursuant to the
provisions of paragraph (b) of this Section 6. In no event shall the Holders of
Preferred Shares have any right to sue for, or bring a proceeding with respect
to, such dividends or redemptions or damages for the failure to receive the
same.

      (h)   For so long as any shares of preferred stock, including each Series,
are outstanding, the Corporation will not, without the affirmative vote of the
Holders of a majority of the outstanding preferred stock, (i) institute any
proceedings to be adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against it, or file a
petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Corporation or a substantial part of its property, or
make any assignment for the benefit of creditors, or, except as may be required
by applicable law, admit in writing its inability to pay its debts generally as
they become due or


                                     - 13 -

take any corporate action in furtherance of any such action; (ii) create, incur
or suffer to exist, or agree to create, incur or suffer to exist, or consent to
cause or permit in the future (upon the happening of a contingency or otherwise)
the creation, incurrence or existence of any material lien, mortgage, pledge,
charge, security interest, security agreement, conditional sale or trust receipt
or other material encumbrance of any kind upon any of the Corporation's assets
as a whole, except (A) liens the validity of which are being contested in good
faith by appropriate proceedings, (B) liens for taxes that are not then due and
payable or that can be paid thereafter without penalty, (C) liens, pledges,
charges, security interests, security agreements or other encumbrances arising
in connection with any indebtedness senior to the Preferred Shares or any
permitted investment transaction, (D) liens, pledges, charges, security
interests, security agreements or other encumbrances arising in connection with
any indebtedness permitted under clause (iii) below and (E) liens to secure
payment for services rendered including, without limitation, services rendered
by the Corporation's Paying Agent and the Auction Agent; or (iii) create,
authorize, issue, incur or suffer to exist any indebtedness for borrowed money
or any direct or indirect guarantee of such indebtedness for borrowed money or
any direct or indirect guarantee of such indebtedness, except the Corporation
may borrow and issue senior securities as may be permitted by the Corporation's
investment restrictions; provided, however, that transfers of assets by the
Corporation subject to an obligation to repurchase shall not be deemed to be
indebtedness for purposes of this provision to the extent that after any such
transaction the Corporation has Eligible Assets with an aggregate Discounted
Value at least equal to the Preferred Shares Basic Maintenance Amount as of the
immediately preceding Valuation Date.

      (i)   The affirmative vote of the holders of a majority, as defined in the
1940 Act, of the outstanding shares of preferred stock, including each Series,
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 or any action requiring a vote of security holders of the Corporation
under Section 13(a) of the 1940 Act. In the event a vote of holders of shares of
preferred stock is required pursuant to the provisions of Section 13(a) of the
1940 Act, the Corporation shall, not later than ten Business Days prior to the
date on which such vote is to be taken, notify each Rating Agency that such vote
is to be taken and the nature of the action with respect to which such vote is
to be taken and shall, not later than ten Business Days after the date on which
such vote is taken, notify each Rating Agency of the results of such vote.

      (j)   The affirmative vote of the Holders of a majority, as defined in the
1940 Act, of the outstanding shares of preferred stock of any series, voting
separately from any other series, shall be required with respect to any matter
that materially and adversely affects the rights, preferences or powers of that
series in a manner different from that of other series or classes of the
Corporation's shares of capital stock. For purposes of the foregoing, no matter
shall be deemed to adversely affect any rights, preference or power unless such
matter (i) alters or abolishes any preferential right of such series; (ii)
creates, alters or abolishes any right in respect of redemption of such series;
or (iii) creates or alters (other than to abolish) any restriction on transfer
applicable to such series. The vote of holders of any series described in this
Section (j) will in each case be in addition to a separate vote of the requisite
percentage of Common Shares and/or preferred stock necessary to authorize the
action in question.

      (k)   The Board of Directors, without the vote or consent of any holder of
shares of preferred stock, including each Series, or any other stockholder of
the Corporation, may from


                                     - 14 -

time to time amend, alter or repeal any or all of the definitions contained
herein, add covenants and other obligations of the Corporation, or confirm the
applicability of covenants and other obligations set forth herein, all in
connection with obtaining or maintaining the rating of any Rating Agency with
respect to the Series or revising the Corporation's investment restrictions or
policies consistent with guidelines of any Rating Agency, and any such
amendment, alteration or repeal will not be deemed to affect the preferences,
rights or powers of Preferred Shares or the Holders thereof, provided that the
Board of Directors receives written confirmation from each relevant Rating
Agency (with such confirmation in no event being required to be obtained from a
particular Rating Agency with respect to definitions or other provisions
relevant only to and adopted in connection with another Rating Agency's rating
of the Series) that any such amendment, alteration or repeal would not adversely
affect the rating then assigned by such Rating Agency.

      In addition, subject to compliance with applicable law, the Board of
Directors may amend the definition of Maximum Applicable Rate to increase the
percentage amount by which the Reference Rate is multiplied to determine the
Maximum Applicable Rate shown therein without the vote or consent of the holders
of shares of preferred stock, including each Series, or any other stockholder of
the Corporation, but only with confirmation from each Rating Agency, and after
consultation with the Broker-Dealers, provided that immediately following any
such increase the Corporation would meet the Preferred Shares Basic Maintenance
Amount Test.

      7.    LIQUIDATION RIGHTS.

      (a)   In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
shares of preferred stock, including each Series, shall be entitled to receive
out of the assets of the Corporation available for distribution to stockholders,
after claims of creditors but before distribution or payment shall be made in
respect of the Common Shares or to any other shares of stock of the Corporation
ranking junior to the preferred stock, as to liquidation payments, a liquidation
distribution in the amount of $25,000 per share (the "Liquidation Preference"),
plus an amount equal to all unpaid dividends accrued to and including the date
fixed for such distribution or payment (whether or not declared by the Board of
Directors, but excluding interest thereon), but such Holders shall be entitled
to no further participation in any distribution or payment in connection with
any such liquidation, dissolution or winding up. Each Series shall rank on a
parity with shares of any other series of preferred stock of the Corporation
(including each Series) as to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Corporation.

      (b)   If, upon any such liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the assets of the
Corporation available for distribution among the holders of all outstanding
shares of preferred stock, including each Series, shall be insufficient to
permit the payment in full to such holders of the amounts to which they are
entitled, then such available assets shall be distributed among the holders of
all outstanding shares of preferred stock, including each Series, ratably in any
such distribution of assets according to the respective amounts which would be
payable on all such shares if all amounts thereon were paid in full. Unless and
until payment in full has been made to the holders of all outstanding shares of
preferred stock, including each Series, of the liquidation distributions to


                                     - 15 -

which they are entitled, no dividends or distributions will be made to holders
of Common Shares or any stock of the Corporation ranking junior to the preferred
stock as to liquidation.

      (c)   Neither the consolidation nor merger of the Corporation with or into
any other corporation or corporations, nor the sale, lease, exchange or transfer
by the Corporation of all or substantially all of its property and assets, shall
be deemed to be a liquidation, dissolution or winding up of the Corporation for
purposes of this Section 7.

      (d)   After the payment to Holders of Preferred Shares of the full
preferential amounts provided for in this Section 7, the Holders of the
Preferred Shares as such shall have no right or claim to any of the remaining
assets of the Corporation.

      (e)   In the event the assets of the Corporation or proceeds thereof
available for distribution to the Holders of Preferred Shares, upon dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, shall be insufficient to pay in full all amounts to which such
Holders are entitled pursuant to paragraph (a) of this Section 7, no such
distribution shall be made on account of any shares of any other series of
preferred stock unless proportionate distributive amounts shall be paid on
account of the Preferred Shares, ratably, in proportion to the full
distributable amounts to which holders of all shares of preferred stock are
entitled upon such dissolution, liquidation or winding up.

      (f)   Subject to the rights of the holders of shares of other preferred
stock or after payment shall have been made in full to the Holders of Preferred
Shares as provided in paragraph (a) of this Section 7, but not prior thereto,
any other series or class of shares ranking junior to the Preferred Shares with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the affairs of the Corporation shall, subject to any 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 Preferred Shares
shall not be entitled to share therein.

      8.    AUCTION AGENT. For so long as any Preferred Shares are Outstanding,
the Auction Agent, duly appointed by the Corporation to so act, shall be in each
case a commercial bank, trust company or other financial institution and at no
time shall the Corporation 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 any Series are
Outstanding, the Corporation will use its best efforts to enter into an
agreement with a successor auction agent containing substantially the same terms
and conditions as the auction agency agreement. The Corporation may remove the
Auction Agent provided that prior to such removal the Corporation shall have
entered into such an agreement with a successor auction agent.

      9.    1940 ACT PREFERRED SHARES ASSET COVERAGE. The Corporation shall
maintain, as of the last Business Day of each month in which any Preferred
Shares are Outstanding, the 1940 Act Preferred Shares Asset Coverage; provided,
however, that Section 3(a)(ii) shall be the sole remedy in the event the
Corporation fails to do so.

      10.   PREFERRED SHARES BASIC MAINTENANCE AMOUNT. So long as any Preferred
Shares are Outstanding and any Rating Agency so requires, the Corporation shall
maintain, as of each Valuation Date, Moody's Eligible Assets and Fitch Eligible
Assets, as applicable, having an


                                     - 16 -

aggregate Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount; provided, however, that Section 3(a)(ii) shall be the sole
remedy in the event the Corporation fails to do so.

      11.   CERTAIN OTHER RESTRICTIONS. So long as any Preferred Shares are
Outstanding and Moody's or any Other Rating Agency that is rating such shares so
requires, the Corporation will not, unless it has received written confirmation
from Fitch (if Fitch is then rating the Preferred Shares), Moody's (if Moody's
is then rating the Preferred Shares) and (if applicable) such Other Rating
Agency, that any such action would not impair the rating then assigned by such
Rating Agency to the Preferred Shares, engage in any one or more of the
following transactions:

      (a)   purchase or sell futures contracts or options thereon with respect
to individual portfolio securities or write put or call options on individual
portfolio securities;

      (b)   except in connection with a refinancing of the Preferred Shares,
issue additional shares of any series of preferred stock, including any Series
or reissue any shares of preferred stock, including any Series previously
purchased or redeemed by the Corporation;

      (c)   engage in any short sales of securities;

      (d)   lend portfolio securities;

      (e)   merge or consolidate into or with any other fund; or

      (f)   for purposes of valuation of Moody's Eligible Assets: (i) if the
Corporation writes a call option, the underlying asset will be valued as
follows: (A) if the option is exchange-traded and may be offset readily or if
the option expires before the earliest possible redemption of the Preferred
Shares, at the lower of the Discounted Value of the underlying security of the
option and the exercise price of the option or (B) otherwise, it has no value;
(ii) if the Corporation writes a put option, the underlying asset be valued as
follows: the lesser of (A) exercise price and (B) the Discounted Value of the
underlying security; and (iii) call or put option contracts which the
Corporation buys have no value. For so long as the Preferred Shares are rated by
Moody's: (A) the Corporation will not engage in options transactions for
leveraging or speculative purposes; (B) the Corporation will not write or sell
any anticipatory contracts pursuant to which the Corporation hedges the
anticipated purchase of an asset prior to completion of such purchase; (C) the
Corporation will not enter into an option transaction with respect to portfolio
securities unless, after giving effect thereto, the Corporation would continue
to have Eligible Assets with an aggregate Discounted Value equal to or greater
than the Preferred Shares Basic Maintenance Amount; (D) the Corporation will not
enter into an option transaction with respect to portfolio securities unless
after giving effect to such transaction the Corporation would continue to be in
compliance with the provisions relating to the Preferred Shares Basic
Maintenance Amount; (E) for purposes of the Preferred Shares Basic Maintenance
Amount assets in margin accounts are not Eligible Assets; (F) the Corporation
shall write only exchange-traded options on exchanges approved by Moody's (if
Moody's is then rating the Preferred Shares); (G) where delivery may be made to
the Corporation with any of a class of securities, the Corporation shall assume
for purposes of the Preferred Shares Basic Maintenance Amount that it


                                     - 17 -

takes delivery of that security which yields it the least value; (H) the
Corporation will not engage in forward contracts; and (I) there shall be a
quarterly audit made of the Corporation's options transactions by the
Corporation's independent auditors to confirm that the Corporation is in
compliance with these standards.

      12.   COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS. For so long as
any Preferred Shares are Outstanding and any Rating Agency so requires:

      (a)   As of each Valuation Date, the Corporation shall determine (i) the
Market Value of each Eligible Asset owned by the Corporation on that date, (ii)
the Discounted Value of each such Eligible Asset, (iii) whether the Preferred
Shares Basic Maintenance Amount Test is met as of that date, (iv) the value (as
used in the 1940 Act) of the total assets of the Corporation, less all
liabilities, and (v) whether the 1940 Act Preferred Shares Asset Coverage is met
as of that date.

      (b)   Upon any failure to meet the Preferred Shares Basic Maintenance
Amount Test or 1940 Act Preferred Shares Asset Coverage on any Valuation Date,
the Corporation may use reasonable commercial efforts (including, without
limitation, altering the composition of its portfolio, purchasing the Preferred
Shares outside of an Auction or, in the event of a failure to file a certificate
on a timely basis, submitting the requisite certificate), to meet (or certify in
the case of a failure to file a certificate on a timely basis, as the case may
be) the Preferred Shares Basic Maintenance Amount Test or 1940 Act Preferred
Shares Asset Coverage on or prior to the Asset Coverage Cure Date.

      (c)   Compliance with the Preferred Shares Basic Maintenance Amount and
1940 Act Asset Coverage Tests shall be determined with reference to those
Preferred Shares which are deemed to be Outstanding hereunder.

      (d)   The Corporation shall deliver to the Auction Agent and each Rating
Agency a certificate which sets forth a determination of items (i)-(iii) of
paragraph (a) of this Section 12 (a "Preferred Shares Basic Maintenance
Certificate") as of (i) the Date of Original Issue, (ii) the last Valuation Date
of each month, (iii) any date requested by any Rating Agency, (iv) a Business
Day on or before any Asset Coverage Cure Date relating to the Corporation's cure
of a failure to meet the Preferred Shares Basic Maintenance Amount Test, (v) any
day that Common Shares or Preferred Shares are redeemed and (vi) any day the
Eligible Assets have an aggregate discounted value less than or equal to 115% of
the Preferred Shares Basic Maintenance Amount. Such Preferred Shares Basic
Maintenance Certificate shall be delivered in the case of clause (i) on the Date
of Original Issue and in the case of all other clauses above on or before the
seventh Business Day after the relevant Valuation Date or Asset Coverage Cure
Date.

      (e)   The Corporation shall deliver to the Auction Agent and each Rating
Agency a certificate which sets forth a determination of items (iv) and (v) of
paragraph (a) of this Section 12 (a "1940 Act Preferred Shares Asset Coverage
Certificate") (i) as of the Date of Original Issue, and (ii) as of (A) the last
Valuation Date of each quarter thereafter, and (B) as of a Business Day on or
before any Asset Coverage Cure Date relating to the failure to meet the 1940 Act
Preferred Shares Asset Coverage. Such 1940 Act Preferred Shares Asset Coverage
Certificate shall be delivered in the case of clause (i) on the Date of Original
Issue and in the case of clause (ii) on or before the seventh Business Day after
the relevant Valuation Date or the


                                     - 18 -

Asset Coverage Cure Date. The certificates required by paragraphs (d) and (e) of
this Section 12 may be combined into a single certificate.

      (f)   Within ten Business Days of the Date of Original Issue, the
Corporation shall deliver to the Auction Agent and each Rating Agency a letter
prepared by the Corporation's independent auditors (an "Auditor's Certificate")
regarding the accuracy of the calculations made by the Corporation in the
Preferred Shares Basic Maintenance Certificate and the 1940 Act Preferred Shares
Asset Coverage Certificate required to be delivered by the Corporation on the
Date of Original Issue. Within ten Business Days after delivery of the Preferred
Shares Basic Maintenance Certificate and the 1940 Act Preferred Shares Asset
Coverage Certificate relating to the last Valuation Date of each fiscal quarter
of the Corporation, the Corporation will deliver to the Auction Agent and each
Rating Agency an Auditor's Certificate regarding the accuracy of the
calculations made by the Corporation in such Certificates and in one other
Preferred Shares Basic Maintenance Certificate randomly selected by the
Corporation's independent auditors during such fiscal quarter. In addition, the
Corporation will deliver to the persons specified in the preceding sentence an
Auditor's Certificate regarding the accuracy of the calculations made by the
Corporation on each Preferred Shares Basic Maintenance Certificate and 1940 Act
Preferred Shares Asset Coverage Certificate delivered in relation to an Asset
Coverage Cure Date within ten days after the relevant Asset Coverage Cure Date.
If an Auditor's Certificate shows that an error was made in any such report, the
calculation or determination made by the Corporation's independent auditors will
be conclusive and binding on the Corporation.

      (g)   The Auditor's Certificates referred to in paragraph (f) above will
confirm, based upon the independent auditor's review of portfolio data provided
by the Corporation, (i) the mathematical accuracy of the calculations reflected
in the related Preferred Shares Basic Maintenance Amount Certificates and 1940
Act Preferred Shares Asset Coverage Certificates and (ii) that, based upon such
calculations, the Corporation had, at such Valuation Date, met the Preferred
Shares Basic Maintenance Amount Test.

      (h)   In the event that a Preferred Shares Basic Maintenance Certificate
or 1940 Act Preferred Shares Asset Coverage Certificate with respect to an
applicable Valuation Date is not delivered within the time periods specified in
this Section 12, the Corporation shall be deemed to have failed to meet the
Preferred Shares Basic Maintenance Amount Test or the 1940 Act Preferred Shares
Asset Coverage, as the case may be, on such Valuation Date for purposes of
Section 12(b) of Part I of these Articles Supplementary. In the event that a
Preferred Shares Basic Maintenance Certificate, a 1940 Act Preferred Shares
Asset Coverage Certificate or an applicable Auditor's Certificate with respect
to an Asset Coverage Cure Date is not delivered within the time periods
specified herein, the Corporation shall be deemed to have failed to meet the
Preferred Shares Basic Maintenance Amount Test or the 1940 Preferred Shares
Asset Coverage, as the case may be, as of the related Valuation Date.

      13.   NOTICE. All notices or communications hereunder, unless otherwise
specified in these Articles Supplementary, shall be sufficiently given if in
writing and delivered in person, by telecopier or mailed by first-class mail,
postage prepaid. Notices delivered pursuant to this Section 13 shall be deemed
given on the earlier of the date received or the date five-days after which such
notice is mailed, except as otherwise provided in these Articles Supplementary
or by the MGCL for notices of stockholders' meetings.

                                     - 19 -

      14.   WAIVER. To the extent permitted by Maryland Law, Holders of at least
two-thirds of the Outstanding Preferred Shares, acting collectively, or each
Series, acting as a separate series, may waive any provision hereof intended for
their respective benefit in accordance with such procedures as may from time to
time be established by the Board of Directors.

      15.   TERMINATION. In the event that no Preferred Shares are Outstanding,
all rights and preferences of such shares established and designated hereunder
shall cease and terminate, and all obligations of the Corporation under these
Articles Supplementary shall terminate.

16. AMENDMENT. Subject to the provisions of these Articles Supplementary, the
Board of Directors may, by resolution duly adopted without stockholder approval
(except as otherwise provided by these Articles Supplementary or required by
applicable law), amend these Articles Supplementary to reflect any amendments
hereto which the Board of Directors is entitled to adopt pursuant to the terms
of Section 6(k) of Part I of these Articles Supplementary or otherwise without
stockholder approval. To the extent permitted by applicable law, the Board of
Directors may interpret, amend or adjust the provisions of these Articles
Supplementary to resolve any inconsistency or ambiguity or to remedy any patent
defect.

17. DEFINITIONS. As used in Part I and Part II of these Articles Supplementary,
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:

            ""AA" Composite Commercial Paper Rate" on any date means (i) the
      interest equivalent of the 7-day rate, in the case of a Dividend Period
      which is 7 days or shorter; for Dividend Periods greater than 7 days but
      fewer than or equal to 31 days, the 30-day rate; for Dividend Periods
      greater than 31 days but fewer than or equal to 61 days, the 60-day rate;
      for Dividend Periods greater than 61 days but fewer than or equal to 91
      days, the 90-day rate; for Dividend Periods greater than 91 days but fewer
      than or equal to 270 days, the rate described in clause (ii) below; for
      Dividend Periods greater than 270 days, the Treasury Index Rate; on
      commercial paper on behalf of financial issuers whose corporate bonds are
      rated "AA" by S&P or "Aa" by Moody's, or the equivalent of such rating by
      another nationally recognized rating agency, as announced by the Federal
      Reserve Bank of New York for the close of business on the Business Day
      immediately preceding such date; or (ii) if the Federal Reserve Bank of
      New York does not make available such a rate, then the arithmetic average
      of the interest equivalent of such rates on commercial paper placed on
      behalf of such issuers, 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 immediately preceding such date (rounded to the next
      highest .001 of 1%). If any Commercial Paper Dealer does not quote a rate
      required to determine the "AA" Composite Commercial Paper Rate, such rate
      shall be determined on the basis of the quotations (or quotation)
      furnished by the remaining Commercial Paper Dealers (or Dealer), if any,
      or, if there are no such Commercial Paper Dealers, by the Auction Agent.
      For purposes of this definition, (A) "Commercial Paper Dealers" shall mean
      (1) UBS Warburg LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
      Deutsche Bank Securities Inc. and Prudential Securities Incorporated; (2)
      in lieu of any thereof, its respective Affiliate or successor; and (3) in
      the event that any of the foregoing


                                     - 20 -

      shall cease to quote rates for commercial paper of issuers of the sort
      described above, in substitution therefor, a nationally recognized dealer
      in commercial paper of such issuers then making such quotations selected
      by the Corporation, and (B) "interest equivalent" of a rate stated on a
      discount basis for commercial paper of a given number of days, maturity
      shall mean a number equal to the quotient (rounded upward to the next
      higher one-thousandth of 1%) of (1) such rate expressed as a decimal,
      divided by (2) the difference between (x) 1.00 and (y) a fraction, the
      numerator of which shall be the product of such rate expressed as a
      decimal, multiplied by the number of days in which such commercial paper
      shall mature and the denominator of which shall be 360.

            "Affiliate" means any person known to the Auction Agent to be
      controlled by, in control of or under common control with the Corporation;
      provided, however, that no Broker-Dealer controlled by, in control of or
      under common control with the Corporation 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 or executive officers of which is a director of the Corporation
      be deemed to be an Affiliate solely because such director or executive
      officer is also a director of the Corporation.

            "Agent Member" means a member of or a participant in the Securities
      Depository that will act on behalf of a Bidder.

            "All Hold Rate" means 80% of the "AA" Composite Commercial Paper
      Rate.

            "Applicable Rate" means, with respect to each Series for each
      Dividend Period (i) if Sufficient Clearing Orders exist for the Auction in
      respect thereof, the Winning Bid Rate, (ii) if Sufficient Clearing Orders
      do not exist for the Auction in respect thereof, the Maximum Applicable
      Rate, and (iii) in the case of any Dividend Period if all the shares of a
      Series are the subject of Submitted Hold Orders for the Auction in respect
      thereof, the All Hold Rate.

            "Approved Price" means the "fair value" as determined by the
      Corporation in accordance with the valuation procedures adopted from time
      to time by the Board of Directors and for which the Corporation receives a
      mark-to-market price (which, for the purpose of clarity, does not mean a
      Market Value Price) from an independent source at least semi-annually.

            "Asset Coverage Cure Date" has the meaning set forth in Section
      3(a)(ii) of Part I of these Articles Supplementary.

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

            "Auction Agent" means Deutsche Bank Trust Company Americas unless
      and until another commercial bank, trust company, or other financial
      institution appointed by a resolution of the Board of Directors enters
      into an agreement with the Corporation to follow the Auction Procedures
      for the purpose of determining the Applicable Rate.

            "Auction Date" means the first Business Day next preceding the first
      day of a Dividend Period for each Series.

            "Auction Procedures" means the procedures for conducting Auctions as
      set forth in Part II of these Articles Supplementary.

                                     - 21 -

            "Auditor's Certificate" has the meaning set forth in Section 12(f)
      of Part I of these Articles Supplementary.

            "Beneficial Owner," with respect to shares of each Series, 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.

            "Bid" has the meaning set forth in Section 2(a) of Part II of these
      Articles Supplementary.

            "Bidder" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary, provided however that neither the
      Corporation nor any Affiliate shall be permitted to be Bidder in an
      Auction.

            "Board of Directors" or "Board" means the Board of Directors of the
      Corporation or any duly authorized committee thereof as permitted by
      applicable law.

            "Broker-Dealer" means any broker-dealer or broker-dealers, or other
      entity permitted by law to perform the functions required of a
      Broker-Dealer by the Auction Procedures, that has been selected by the
      Corporation and has entered into a Broker-Dealer Agreement that remains
      effective.

            "Broker-Dealer Agreement" means an agreement between the Auction
      Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to
      follow the Auction Procedures.

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

            "Charter" has the meaning set forth in the preamble to these
      Articles Supplementary.

            "Commission" means the Securities and Exchange Commission.

            "Common Shares" means the shares of the Corporation's Common Stock,
      par value $.01 per share.

            "Corporation" has the meaning set forth in the preamble to these
      Articles Supplementary.

            "Date of Original Issue" means the date on which a Series is
      originally issued by the Corporation.

                                     - 22 -

            "Default" has the meaning set forth in Section 2(c)(ii) of Part I of
      these Articles Supplementary.

            "Default Period" has the meaning set forth in Sections 2(c)(ii) or
      (iii) of Part I of these Articles Supplementary.

            "Default Rate" has the meaning set forth in Sections 2(c)(iii) of
      Part I of these Articles Supplementary.

            "Deposit Securities" means cash and any obligations or securities,
      including Short Term Money Market Instruments that are Eligible Assets,
      rated at least AAA, A-1 or SP-1 by S&P, except that, for purposes of
      optional redemption, such obligations or securities will be considered
      "Deposit Securities" only if they also are rated at least P-1 by Moody's.

            "Discount Factor" means the Fitch Discount Factor (if Fitch is then
      rating the Preferred Shares), the Moody's Discount Factor (if Moody's is
      then rating the Preferred Shares) or the discount factor established by
      any Other Rating Agency which is then rating the Preferred Shares,
      whichever is applicable.

            "Discounted Value" means the quotient of the Market Value of an
      Eligible Asset divided by the applicable Discount Factor, provided that
      with respect to an Eligible Asset that is currently callable, Discounted
      Value will be equal to the quotient as calculated above or the call price,
      whichever is lower, and that with respect to an Eligible Asset that is
      prepayable, Discounted Value will be equal to the quotient as calculated
      above or the par value, whichever is lower.

            "Dividend Default" has the meaning set forth in Section 2(c)(ii) of
      Part I of these Articles Supplementary.

            "Dividend Payment Date" with respect to the Preferred Shares means
      any date on which dividends are payable pursuant to Section 2(b) of Part I
      hereof.

            "Dividend Period" means, with respect to each Series, the initial
      period determined in the manner set forth under "Designation" above, and
      thereafter, as to such Series, the period commencing on the Business Day
      following each Dividend Period for such Series and ending on the day
      established for such Series by the Corporation.

            "Eligible Assets" means Moody's Eligible Assets (if Moody's is then
      rating the Preferred Shares), Fitch Eligible Assets (if Fitch is then
      rating the Preferred Shares), and/or Other Rating Agency Eligible Assets
      if any Other Rating Agency is then rating the Preferred Shares, whichever
      is applicable.

            "Existing Holder" has the meaning set forth in Section 1 of Part II
      of these Articles Supplementary.

            "Exposure Period" means the period commencing on (and including) a
      given Valuation Date and ending 41 days thereafter.

                                     - 23 -

            "Fitch" means Fitch Ratings and its successors at law.

            "Fitch Discount Factor" means for the purposes of determining the
      Preferred Shares Basic Maintenance Amount, the percentage determined
      below:

      (a)   Common Stock and Preferred Stock of REITs and Other Real Estate
Companies:



                                                                 DISCOUNT FACTOR
                                                                 ---------------
                                                                    
            REIT or Other Real Estate Company Preferred Shares         154%
            REIT or Other Real Estate Company Common Stock....         196%


      (b)   Corporate Debt Securities of REITs:



 TERM TO MATURITY    AAA   AA     A    BBB   BB     B    CCC
------------------   ---   ---   ---   ---   ---   ---   ---
                                    
1 year............   111%  114%  117%  120%  121%  127%  227%
2 year............   116%  125%  125%  127%  132%  137%  137%
3 year............   121%  123%  127%  131%  133%  140%  225%
4 year............   126%  126%  129%  132%  136%  140%  164%
5 year............   131%  132%  135%  139%  144%  149%  185%
7 year............   140%  143%  146%  152%  159%  167%  228%
10 year...........   141%  143%  147%  153%  160%  168%  232%
12 year...........   144%  144%  150%  157%  165%  174%  249%
15 year...........   148%  151%  155%  163%  172%  182%  274%
20-30 year........   152%  156%  160%  169%  180%  191%  306%


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

(1)   The Fitch Discount Factors will also apply to interest rate swaps and
      caps, whereby the rating on the counterparty will determine the
      appropriate Discount Factor to apply.

(2)   If a security is unrated by Fitch, but is rated by two other NRSROs, then
      the lower of the ratings on the security from the two other NRSROs should
      be used to determine the Fitch Discount Factor. If the security is not
      rated by Fitch, but has a rating from only one other NRSRO, and the
      security is above investment grade, then the security will be notched one
      rating category for purposes of computing the Discount Factor. If the
      security is not rated by Fitch, but has a rating from only one other
      NRSRO, and the security is below investment grade, then the security will
      be notched two rating categories for purposes of computing the Discount
      Factor.

      (c)   Convertible Debt Securities:

      The Fitch Discount Factor applied to convertible debt securities is (A)
200% for investment grade convertibles and (B) 222% for below investment grade
convertibles so long as such convertible debt securities have neither (x)
conversion premiums greater than 100% nor (y) a yield to maturity or yield to
worst of greater than 15.00% above the relevant Treasury curve.

      The Fitch Discount Factor applied to convertible debt securities which
have conversion premiums of greater than 100% is (A) 152% for investment grade
convertibles, and (B) 179% for below investment grade convertibles so long a
such convertible debt securities do not have a yield to maturity or yield to
worst of greater than 15.00% above the relevant Treasury curve.

                                     - 24 -

         The Fitch Discount Factor applied to convertible debt securities which
have a yield to maturity or yield to worst of greater than 15.00% above the
relevant Treasury curve is 370%.

      (d)   U.S. Treasury Securities:



                         Remaining Term to Maturity              Discount Factor
            --------------------------------------------------   ---------------
                                                              
            1 year............................................        101.5%
            2 year............................................         103%
            3 year............................................         105%
            4 year............................................         107%
            5 year............................................         109%
            5-7 year..........................................         112%
            7-10 year.........................................         114%
            15 year...........................................         122%
            20 year...........................................         130%
            25 year...........................................         146%
            30 year...........................................         154%


      (e)   Short-Term Instruments and Cash:

The Fitch Discount Factor applied to short-term portfolio securities will be (A)
100%, so long as such portfolio securities mature or have a demand feature at
par exercisable within the Exposure Period and (B) 125%, so long as such
portfolio securities neither mature nor have a demand feature at par exercisable
within the exposure period and are rated at least F1/AA by Fitch, A-1/AA by
Moody's, or A1/AA by S&P. A Fitch Discount Factor of 100% will be applied to
cash.

      (f)   Preferred Shares:



                         PREFERRED STOCK                        DISCOUNT FACTOR
            --------------------------------------------        ---------------
                                                             
            AAA Taxable Preferred                                     130%
            AA Taxable Preferred                                      133%
            A Taxable Preferred                                       135%
            BBB Taxable Preferred                                     139%
            BB Taxable Preferred                                      154%
            Not rated or below BB Taxable Preferred                   161%
            Investment Grade Dividend Received Deduction
            Preferred                                                 164%
            Not rated or below Investment Grade Dividend
            Received Deduction Preferred                              200%


      (g)   Other Securities:

The Fitch Discount Factor with respect to securities other than those described
above will be the percentage provided in writing by Fitch.

      "Fitch Eligible Assets" means the following:

      (a)   Common Stock, Preferred Stock, and any debt security of REITs and
Real Estate Companies.

                                     - 25 -

      (b)   Unrated debt securities issued by an issuer which (1) has not filed
for bankruptcy in the past three years; (2) is current on all interest and
principal on its fixed income obligations; (3) is current on all preferred stock
dividends.

      (c)   Interest rate swaps entered into according to International Swap
Dealers Association standards if (1) the counterparty to the swap transaction
has a short-term rating of not less than F1, or, if the swap counterparty does
not have a short-term rating, the counterparty's senior unsecured long-term debt
rating is AA or higher by Fitch or the equivalent by another NRSRO and (2) the
original aggregate notional amount of the interest rate swap transaction or
transactions is not greater than the liquidation preference of the Preferred
Shares originally issued.

      (d)   U.S. Treasury securities and U.S. Treasury Strips.

      (e)   Short-Term Money Market Instruments as long as (i) such securities
are rated at least `F1' by Fitch or the equivalent by another NRSRO, (ii) in the
case of demand deposits, time deposits and overnight funds, the supporting
entity is rated at least `A' by Fitch or the equivalent by another NRSRO, or
(iii) in all other cases, the supporting entity (1) is rated at least `A' by
Fitch and the security matures in one month or (2) is rated at least `AA' by
Fitch and matures within six months.

      (f)   Cash (including, for this purpose, interest and dividends due on
assets rated (i) BBB or higher by Fitch if the payment date is within 5 Business
Days of the Valuation Date, (ii) A or higher by Fitch if the payment is within
thirty days of the Valuation Date (iii) A+ or higher by Fitch if the payment
date is within the Exposure Period) and receivables for Fitch Eligible Assets
sold if the receivable is due within five Business Days of the Valuation Date,
and if the trades which are generated by such receivables are (A) settled
through clearing house firms with respect to which the Corporation has received
prior written authorization from Fitch or (B)(1) with counterparties having a
Fitch long-term rating of at least BBB by Fitch or (2) with counterparties
having a Fitch short-term rating of at least `F1'.

            "Holder" means, with respect to the Preferred Shares, the registered
      holder of shares of each Series as the same appears on the stock ledger or
      stock records of the Corporation.

            "Hold Order" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary.

            "Investment Manager" means Deutsche Asset Management, Inc.

            "Liquidation Preference" means $25,000 per Preferred Share.

            "Mandatory Redemption Date" has the meaning set forth in Section
      3(a)(iii) of Part I of these Articles Supplementary.

            "Mandatory Redemption Price" has the meaning set forth in Section
      3(a)(iii) of Part I of these Articles Supplementary.

                                     - 26 -

            "Market Value" means the fair market value of an asset of the
      Corporation as computed as follows: Securities listed on the New York
      Stock Exchange at the last sale price reflected on the consolidated tape
      at the close of the New York Stock Exchange on the business day as of
      which such value is being determined, provided that, if there has been no
      sale on such day, the securities are valued at the closing bid prices on
      such day and provided further that, if no bid prices are quoted on such
      day, then the security is valued by such method as the Board of Directors
      shall determine in good faith to reflect its fair market value. Readily
      marketable securities not listed on the New York Stock Exchange but listed
      on other domestic or foreign securities exchanges or admitted to trading
      on the National Association of Securities Dealers Automated Quotations,
      Inc. ("NASDAQ") National List are valued in a like manner. Portfolio
      securities traded on more than one securities exchange are valued at the
      last sale price on the business day as of which such value is being
      determined as reflected on the tape at the close of the exchange
      representing the principal market for such securities. Readily marketable
      securities traded in the over-the-counter market, including listed
      securities whose primary market is believed by the Investment Manager
      and/or investment adviser to be over-the-counter, but excluding securities
      admitted to trading on the NASDAQ National List, are valued at the current
      bid prices as reported by NASDAQ or, in the case of securities not quoted
      by NASDAQ, the National Quotation Bureau or such other comparable source
      as the directors deem appropriate to reflect their fair market value. The
      fair market value of certain fixed-income securities is computed based
      upon (i) the basis of prices provided by a Pricing Service or (ii) the
      lower of the value set forth in bids from two independent dealers in
      securities, one of which bids will be in writing, in each case with
      interest accrued added to such computation for those assets of the
      Corporation where such computation does not include interest accrued. The
      independent dealers from whom bids are sought shall be either (a) market
      makers in the securities being valued or (b) members of the National
      Association of Securities Dealers, Inc. Where securities are traded on
      more than one exchange and also over-the-counter, the securities will
      generally be valued using the quotations the Board of Directors believes
      reflect most closely the value of such securities.

            "Maximum Applicable Rate" means, on any date on which the Applicable
      Rate is determined, the applicable percentage of the `AA' Composite
      Commercial Paper Rate on the date of such Auction determined as set forth
      below based on the lowest of the credit ratings assigned to the Preferred
      Shares by Moody's subject to upward but not downward adjustment in the
      discretion of the Board of Directors after consultation with the
      Broker-Dealers; provided that immediately following any such increase the
      Corporation would be in compliance with the Preferred Shares Basic
      Maintenance Amount.



                                     Moody's            Applicable
                                 Credit Rating          Percentage
                                 -------------          ----------
                                                     
                                 aa3 or Above              150%
                                 a3 or al                  200%
                                 baa3 to baa1              225%
                                 Below baa3                275%


                                     - 27 -

            "Minimum Rate" means, on any Auction Date with respect to a Dividend
      Period of 7 days or fewer, 70% of the AA Composite Commercial Paper Rate
      at the close of business on the Business Day next preceding such Auction
      Date. There shall be no Minimum Rate on any Auction Date with respect to a
      Dividend Period of more than the Standard Rate Period.

            "Moody's" means Moody's Investors Service, Inc. and its successors
      at law.

            "Moody's Discount Factor" means, for purposes of determining the
      Discounted Value of any Moody's Eligible Asset, the percentage determined
      as follows. The Moody's Discount Factor for any Moody's Eligible Asset
      other than the securities set forth below will be the percentage provided
      in writing by Moody's.

      (a)   Common Stock and Preferred Stock of REITs and Other Real Estate
Companies:



                                                       Discount Factor (1)(2)(3)
                                                       -------------------------
                                                    
Common Stock of REITs                                             154%
Preferred Stock of REITs
   with Senior Implied Moody's (or S&P) rating:                   154%
   without Senior Implied Moody's (or S&P) rating                 208%
Preferred Stock of Other Real Estate Companies
   with Senior Implied Moody's (or S&P) rating:                   208%
   without Senior Implied Moody's (or S&P) rating                 250%


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

(1)   A Discount Factor of 250% will be applied to those assets in a single
      Moody's Real Estate Industry/Property Sector Classification which exceed
      30% of Moody's Eligible Assets but are not greater than 35% of Moody's
      Eligible Assets.

(2)   A Discount Factor of 250% will be applied if dividends on such securities
      have not been paid consistently (either quarterly or annually) over the
      previous three years, or for such shorter time period that such securities
      have been outstanding.

(3)   A Discount Factor of 250% will be applied if the market capitalization
      (including common stock and preferred stock) of an issuer is below $500
      million.

                                     - 28 -

      (b)   Debt Securities of REITs and Other Real Estate Companies(1):



Maturity
in Years   Aaa   Aa     A    Baa   Ba     B    Caa   NR(2)
--------   ---   ---   ---   ---   ---   ---   ---   -----
                               
   1       109%  112%  115%  118%  119%  125%  225%    250%
   2       115%  118%  122%  125%  127%  133%  225%    250%
   3       120%  123%  127%  131%  133%  140%  225%    250%
   4       126%  129%  133%  138%  140%  147%  225%    250%
   5       132%  135%  139%  144%  146%  154%  225%    250%
   7       139%  143%  147%  152%  156%  164%  225%    250%
   10      145%  150%  155%  160%  164%  173%  225%    250%
   15      150%  155%  160%  165%  170%  180%  225%    250%
   20      150%  155%  160%  165%  170%  190%  225%    250%
   30      150%  155%  160%  165%  170%  191%  225%    250%


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

(1)   The Moody's Discount Factors for debt securities shall also be applied to
      any interest rate swap or cap, in which case the rating of the
      counterparty shall determine the appropriate rating category.

(2)   Unrated debt securities are limited to 10% of discounted Eligible Assets.
      If a security is unrated by Moody's but is rated by S&P, a rating two
      numeric ratings below the S&P rating will be used, e.g., where the S&P
      rating is AAA, a Moody's rating of Aa2 will be used; where the S&P rating
      is AA+, a Moody's rating of Aa3 will be used. If a security is unrated by
      either Moody's or S&P, the percentage set forth under "NR" in this table
      will be used.

      (c)   U.S. Treasury Securities and U.S. Treasury Strips (as defined by
Moody's):



                                               U.S. Treasury     U.S. Treasury
                                                Securities          Strips
Remaining Term to Maturity                    Discount Factor   Discount Factor
--------------------------                    ---------------   ---------------
                                                          
1 year or less                                     107%              107%
2 years or less (but longer than 1 year)           113%              114%
3 years or less (but longer than 2 years)          118%              120%
4 years or less (but longer than 3 years)          123%              127%
5 years or less (but longer than 4 years)          128%              133%
7 years or less (but longer than 5 years)          135%              145%
10 years or less (but longer than 7 years)         141%              159%
15 years or less (but longer than 10 years)        146%              184%
20 years or less (but longer than 15 years)        154%              211%
30 years or less (but longer than 20 years)        154%              236%


                                     - 29 -

      (d)   Short-Term Instruments and Cash. The Moody's Discount Factor applied
to Moody's Eligible Assets that are short term money instruments (as defined by
Moody's) will be

      (i)   100%, so long as such portfolio securities mature or have a demand
feature at par exercisable within 49 days of the relevant valuation date,

      (ii)  102%, so long as such portfolio securities mature or have a demand
feature at par not exercisable within 49 days of the relevant valuation date,
and

      (iii) 125%, if such securities are not rated by Moody's, so long as such
portfolio securities are rated at least A-1+/AA or SP- 1+/AA by S&P and mature
or have a demand feature at par exercisable within 49 days of the relevant
valuation date. A Moody's Discount Factor of 100% will be applied to cash.

            "Moody's Eligible Assets" means the following:

      (a)   Common Stock, Preferred Stock and any debt security of REITs and
Other Real Estate Companies.

      (i)   Common stock of REITs and preferred stock and any debt security of
REITs and Other Real Estate Companies: (A) which comprise at least 7 of the 14
Moody's Real Estate Industry/Property Sector Classifications listed below and of
which no more than 35% may constitute a single such classification; (B) which in
the aggregate constitute at least 40 separate classes of common stock, preferred
stock, and debt securities, issued by at least 30 issuers; (C) issued by a
single issuer which in the aggregate constitute no more than 7.0% of the Market
Value of Moody's Eligible Assets, and (D) issued by a single issuer which, with
respect to 50% of the Market Value of Moody's Eligible Assets, constitute in the
aggregate no more than 5% of Market Value of Moody's Eligible Assets; and

      (ii)  Unrated debt securities issued by an issuer which: (A) has not filed
for bankruptcy within the past three years; (B) is current on all principal and
interest on its fixed income obligations; (C) is current on all preferred stock
dividends; (D) possesses a current, unqualified auditor's report without
qualified, explanatory language and (E) in the aggregate do not exceed 10% of
the discounted Moody's Eligible Assets;

      (b)   Interest rate swaps and caps entered into according to International
Swap Dealers Association standards if

      (i)   the counterparty to the swap or cap transaction has a short-term
rating of not less than P-1 or, if the counterparty does not have a short-term
rating, the counterparty's senior unsecured long-term debt rating is Aa3 or
higher and

      (ii)  the original aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than the liquidation preference
of the Preferred Shares originally issued. The interest rate swap transaction
will be marked-to-market daily;

      (c)   U.S. Treasury Securities and Treasury Strips (as defined by
Moody's);

                                     - 30 -

      (d)   Short-Term Money Market Instruments so long as (A) such securities
are rated at least P-1, (B) in the case of demand deposits, time deposits and
overnight funds, the supporting entity is rated at least A2, or (C) in all other
cases, the supporting entity (1) is rated A2 and the security matures within one
month, (2) is rated A1 and the security matures within three months or (3) is
rated at least Aa3 and the security matures within six months; provided,
however, that for purposes of this definition, such instruments (other than
commercial paper rated by S&P and not rated by Moody's) need not meet any
otherwise applicable Moody's rating criteria; and

      (e)   Cash (including, for this purpose, interest and dividends due on
assets rated (A) Baa3 or higher by Moody's if the payment date is within five
Business Days of the Valuation Date, (B) A2 or higher if the payment date is
within thirty days of the Valuation Date, and (C) A1 or higher if the payment
date is within 49 days of the relevant valuation date) and receivables for
Moody's Eligible Assets sold if the receivable is due within five Business Days
of the Valuation Date, and if the trades which generated such receivables are
(A) settled through clearing house firms with respect to which the Corporation
has received prior written authorization from Moody's or (B) (1) with
counterparties having a Moody's long-term debt rating of at least Baa3 or (2)
with counterparties having a Moody's Short-Term Money Market Instrument rating
of at least P-1.

            "Moody's Real Estate Industry/Property Sector Classification" means,
      for the purposes of determining Moody's Eligible Assets, each of the
      following Industry Classifications (as defined by the National Association
      of Real Estate Investment Trusts ("NAREIT")):

                  1.    Office
                  2.    Industrial
                  3.    Mixed
                  4.    Shopping Centers
                  5.    Regional Malls
                  6.    Free Standing
                  7.    Apartments
                  8.    Manufactured Homes
                  9.    Diversified
                  10.   Lodging/Resorts
                  11.   Health Care
                  12.   Home Financing
                  13.   Commercial Financing
                  14.   Self Storage

The Corporation will use its discretion in determining which NAREIT Industry
Classification is applicable to a particular investment in consultation with the
independent auditor and/or Moody's, as necessary.

            "1933 Act" means the Securities Act of 1933, as amended.

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

                                     - 31 -

            "1940 Act Preferred Shares Asset Coverage" means asset coverage, as
      determined in accordance with Section 18(h) of the 1940 Act, of at least
      200% with respect to all outstanding senior securities of the Corporation
      which are stock, including all Outstanding Preferred Shares (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 shares), determined on the basis of values calculated as of a time
      within 48 hours (not including Sundays or holidays) next preceding the
      time of such determination.

            "1940 Act Preferred Shares Asset Coverage Certificate" means the
      certificate required to be delivered by the Corporation pursuant to
      Section 12(e) of Part I of these Articles Supplementary.

            "Notice of Redemption" means any notice with respect to the
      redemption of Preferred Shares pursuant to Section 3 of Part I of these
      Articles Supplementary.

            "Order" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary.

            "Other Rating Agency" means any rating agency other than Moody's
      then providing a rating for the Preferred Shares pursuant to the request
      of the Corporation.

            "Other Rating Agency Eligible Assets" means assets of the
      Corporation designated by any Other Rating Agency as eligible for
      inclusion in calculating the discounted value of the Corporation's assets
      in connection with such Other Rating Agency's rating of the Preferred
      Shares.

            "Other Real Estate Companies" means companies which, in the opinion
      of the Corporation's investment adviser, derive at least 50% of their
      revenue from, or have at least 50% of the market value of their assets,
      attributable to the ownership, construction, financing, management or sale
      of real estate, but not including REITs.

            "Outstanding" means, as of any date, the Preferred Shares
      theretofore issued by the Corporation except, without duplication, (i) any
      Preferred Shares theretofore canceled, redeemed or repurchased by the
      Corporation, or delivered to the Auction Agent for cancellation or with
      respect to which the Corporation has given notice of redemption and
      irrevocably deposited with the Paying Agent sufficient funds to redeem
      such shares and (ii) any Preferred Shares represented by any certificate
      in lieu of which a new certificate has been executed and delivered by the
      Corporation. Notwithstanding the foregoing, (A) for purposes of voting
      rights (including the determination of the number of shares required to
      constitute a quorum), any Preferred Shares as to which the Corporation or
      any Affiliate is the Existing Holder will be disregarded and not deemed
      Outstanding; (B) in connection with any Auction, any Preferred Shares as
      to which the Corporation or any person known to the Auction Agent to be an
      Affiliate is the Existing Holder will be disregarded and not deemed
      Outstanding; and (C) for purposes of determining the Preferred Shares
      Basic Maintenance Amount, Preferred Shares held by the Corporation


                                     - 32 -

      will be disregarded and not deemed Outstanding, but shares held by any
      Affiliate will be deemed Outstanding.

            "Paying Agent" means Deutsche Bank Trust Company Americas unless and
      until another entity appointed by a resolution of the Board of Directors
      enters into an agreement with the Corporation to serve as paying agent,
      which paying agent may be the same as the Auction Agent.

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

            "Potential Holder or Potential Beneficial Owner" has the meaning set
      forth in Section 1 of Part II of these Articles Supplementary.

            "Preferred Shares Basic Maintenance Amount" means as of any
      Valuation Date as the dollar amount equal to the sum of:

      (i)   the sum of (A) the products resulting from multiplying the number of
Outstanding Preferred Shares on such date by the Liquidation Preference (and
redemption premium, if any) per share; (B) the aggregate amount of dividends
that will have accumulated at the Applicable Rate (whether or not earned or
declared) for each Outstanding Preferred Share to the 30th day after such
Valuation Date; (C) the amount of anticipated Corporation non-interest expenses
for the 90 days subsequent to such Valuation Date; (D) the amount of the current
outstanding balances of any indebtedness which is senior to the Preferred Shares
plus interest actually accrued together with 30 days additional interest on the
current outstanding balances calculated at the current rate; and (E) any other
current liabilities payable during the 30 days subsequent to such Valuation
Date, including, without limitation, indebtedness due within one year and any
redemption premium due with respect to the Preferred Shares for which a Notice
of Redemption has been given, as of such Valuation Date, to the extent not
reflected in any of (i)(A) through (i)(D): less

      (ii)  the sum of any cash plus the value of any of the Corporation's
assets irrevocably deposited by the Corporation for the payment of any (i)(B)
through (i)(E) ("value," for purposes of this clause (ii), means the Discounted
Value of the security, except that if the security matures prior to the relevant
redemption payment date and is either fully guaranteed by the U.S. Government or
is rated at least P-1 by Moody's, it will be valued at its face value).

            "Preferred Shares Basic Maintenance Amount Test" means a test which
      is met if the lower of the aggregate Discounted Values of the Moody's
      Eligible Assets or the Fitch Eligible Assets meets or exceeds the
      Preferred Shares Basic Maintenance Amount.

            "Preferred Shares Basic Maintenance Certificate" has the meaning set
      forth in Section 12(e) of Part I of these Articles Supplementary.

            "Pricing Service" means any of the following: Bloomberg, Bridge
      Information Services, Data Resources Inc., Interactive Data, International
      Securities Market


                                     - 33 -

      Association, Merrill Lynch Securities Pricing Service, Muller Data Corp.,
      Reuters, S&P/J.J. Kenny, Telerate, Trepp Pricing and Wood Gundy.

            "Rating Agency" means Moody's and Fitch as long as such rating
      agency is then rating the Preferred Shares.

            "Redemption Date" has the meaning set forth in Section 2(c)(ii) of
      Part I of these Articles Supplementary.

            "Redemption Default" has the meaning set forth in Section 2(c)(ii)
      of Part I of these Articles Supplementary.

            "Redemption Price" has the meaning set forth in Section 3(a)(i) of
      Part I of these Articles Supplementary.

            "Reference Rate" means, with respect to the determination of the
      Default Rate, the applicable "AA" Composite Commercial Paper Rate (for a
      Dividend Period of fewer than 184 days) or the applicable Treasury Index
      Rate (for a Dividend Period of 184 days or more).

            "Registrar" means Deutsche Bank Trust Company Americas, unless and
      until another entity appointed by a resolution of the Board of Directors
      enters into an agreement with the Corporation to serve as transfer agent.

            "remaining shares" has the meaning set forth in Section 5(a)(iv) of
      Part II of these Articles Supplementary.

            "REIT" or real estate investment trust, means a company dedicated to
      owning, and usually operating, income producing real estate, or to
      financing real estate.

            "S&P" means Standard & Poor's, a division of The McGraw-Hill
      Companies, Inc., or its successors at law.

            "Securities Depository" means The Depository Trust Company and its
      successors and assigns or any successor securities depository selected by
      the Corporation that agrees to follow the procedures required to be
      followed by such securities depository in connection with the Preferred
      Shares.

            "Sell Order" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary.

            "Short-Term Money Market Instrument" means the following types of
      instruments if, on the date of purchase or other acquisition thereof by
      the Corporation, the remaining term to maturity thereof is not in excess
      of 180 days:

      (i)   commercial paper rated A-1 if such commercial paper matures in 30
days or A-1+ if such commercial paper matures in over 30 days;

                                     - 34 -

      (ii)  demand or time deposits in, and banker's acceptances and
certificates of deposit of (A) a depository institution or trust company
incorporated under the laws of the United States of America or any state thereof
or the District of Columbia or (B) a United States branch office or agency of a
foreign depository institution (provided that such branch office or agency is
subject to banking regulation under the laws of the United States, any state
thereof or the District of Columbia);

      (iii) overnight funds; and

      (iv)  U.S. Government Securities.

            "Special Dividend Period" means a Dividend Period that is not a
      Standard Dividend Period.

            "Specific Redemption Provisions" means, with respect to any Special
      Dividend Period of more than one year, either, or any combination of (i) a
      period (a "Non-Call Period") determined by the Board of Directors after
      consultation with the Broker-Dealers, during which the shares subject to
      such Special Dividend Period are not subject to redemption at the option
      of the Corporation and (ii) a period (a "Premium Call Period"), consisting
      of a number of whole years as determined by the Board of Directors after
      consultation with the Broker-Dealers, during each year of which the shares
      subject to such Special Dividend Period will be redeemable at the
      Corporation's option at a price per share equal to the Liquidation
      Preference plus accumulated but unpaid dividends (whether or not earned or
      declared) plus a premium expressed as a percentage or percentages of the
      Liquidation Preference or expressed as a formula using specified variables
      as determined by the Board of Directors after consultation with the
      Broker-Dealers.

            "Standard Dividend Period" means a Dividend Period of seven days
      unless such 7th day is not a Business Day, then the number of days ending
      on the Business Day next preceding such 7th day.

            "Submission Deadline" means 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.

            "Transfer Agent" means Deutsche Bank Trust Company Americas, unless
      and until another entity appointed by a resolution of the Board of
      Directors enters into an agreement with the Corporation to serve as
      Transfer Agent.

            "Treasury Index Rate" means the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate securities
      having the same number of 30-day periods to maturity as the length of the
      applicable Dividend Period, determined, to the extent necessary, by linear
      interpolation based upon the yield for such securities having the next
      shorter and next longer number of 30-day periods to maturity treating all
      Dividend Periods with a length greater than the longest maturity for such
      securities as having a length equal to such longest maturity, in all cases
      based upon data set forth in the most recent weekly statistical release
      published by the Board of Governors of the


                                      -35-

      Federal Reserve System (currently in H.15 (519)); provided, however, if
      the most recent such statistical release shall not have been published
      during the 15 days preceding the date of computation, the foregoing
      computations shall be based upon the average of comparable data as quoted
      to the Corporation by at least three recognized dealers in U.S. Government
      Securities selected by the Corporation.

            "U.S. Government Securities" means direct obligations of the United
      States or by its agencies or instrumentalities that are entitled to the
      full faith and credit of the United States and that, other than United
      States Treasury Bills, provide for the periodic payment of interest and
      the full payment of principal at maturity or call for redemption.

            "Valuation Date" means the last Business Day of each week, or such
      other date as the Corporation and Rating Agencies may agree to for
      purposes of determining the Preferred Shares Basic Maintenance Amount.

            "Voting Period" has the meaning set forth in Section 6(b) of Part I
      of these Articles Supplementary.

            "Winning Bid Rate" has the meaning set forth in Section 4(a)(iii) of
      Part II of these Articles Supplementary.

      18.   INTERPRETATION. References to sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs are to such sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs contained in this Part I or
Part II hereof, as the case may be, unless specifically identified otherwise.

                          PART II: AUCTION PROCEDURES

      1.    CERTAIN DEFINITIONS. As used in Part II of these Articles
Supplementary, the following terms shall have the following meanings, unless the
context otherwise requires and all section references below are to Part II of
these Articles Supplementary except as otherwise indicated: Capitalized terms
not defined in Section 1 of Part II of these Articles Supplementary shall have
the respective meanings specified in Part I of these Articles Supplementary.

            "Agent Member" means a member of or participant in the Securities
      Depository that will act on behalf of existing or potential holders of
      Preferred Shares.

            "Available Preferred Shares" has the meaning set forth in Section
      4(a)(i) of Part II of these Articles Supplementary.

            "Existing Holder" means (a) a person who beneficially owns those
      Preferred Shares listed in that person's name in the records of the
      Auction Agent or (b) the beneficial owner of those Preferred Shares which
      are listed under such person's Broker-Dealer's name in the records of the
      Auction Agent, which Broker-Dealer shall have signed a Master Purchaser's
      Letter.

            "Hold Order" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary.


                                      -36-

            "Master Purchaser's Letter" means the letter which is required to be
      executed by each prospective purchaser of Preferred Shares or the
      Broker-Dealer through whom the shares will be held.

            "Order" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary.

            "Potential Holder" or "Potential Beneficial Owner" means (a) any
      Existing Holder who may be interested in acquiring additional Preferred
      Shares or (b) any other person who may be interested in acquiring
      Preferred Shares and who has signed a Master Purchaser's Letter or whose
      shares will be listed under such person's Broker-Dealer's name on the
      records of the Auction Agent which Broker-Dealer shall have executed a
      Master Purchaser's Letter.

            "Sell Order" has the meaning set forth in Section 2(a) of Part II of
      these Articles Supplementary.

            "Submitted Bid" has the meaning set forth in Section 4(a) of Part II
      of these Articles Supplementary.

            "Submitted Hold Order" has the meaning set forth in Section 4(a) of
      Part II of these Articles Supplementary.

            "Submitted Order" has the meaning set forth in Section 4(a) of Part
      II of these Articles Supplementary.

            "Submitted Sell Order" has the meaning set forth in Section 4(a) of
      Part II of these Articles Supplementary.

            "Sufficient Clearing Orders" means that all Preferred Shares are the
      subject of Submitted Hold Orders or that the number of Preferred Shares
      that are the subject of Submitted Buy Orders by Potential Holders
      specifying one or more rates equal to or less than the Maximum Applicable
      Rate exceeds or equals the sum of (A) the number of Preferred Shares that
      are subject of Submitted Hold/Sell Orders by Existing Holders specifying
      one or more rates higher than the Maximum Applicable Rate and (B) the
      number of Preferred Shares that are subject to Submitted Sell Orders.

            "Winning Bid Rate" means the lowest rate specified in the Submitted
      Orders which, if (A) each Submitted Hold/Sell Order from Existing Holders
      specifying such lowest rate and all other Submitted Hold/Sell Orders from
      Existing Holders specifying lower rates were accepted and (B) each
      Submitted Buy Order from Potential Holders specifying such lowest rate and
      all other Submitted Buy Orders from Potential Holders specifying lower
      rates were accepted, would result in the Existing Holders described in
      clause (A) above continuing to hold an aggregate number of Preferred
      Shares which, when added to the number of Preferred Shares to be purchased
      by the Potential Holders described in clause (B) above and the number of
      Preferred Shares subject to Submitted Hold Orders, would be equal to the
      number of Preferred Shares.


                                      -37-

      2.    ORDERS.

      (a)   On or prior to the Submission Deadline on each Auction Date for
shares of a series of Preferred Shares:

      (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 Dividend 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 Dividend 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 Dividend Period of shares of such series;
            and

      (ii)  each Broker-Dealer, 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 Dividend 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 Preferred Shares subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:


                                      -38-

                  (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 5 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; 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 Applicable 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
            5 of this Part II if the rate specified therein shall be higher than
            the Maximum Applicable 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 Preferred Shares 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
            5 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 Preferred Shares 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 3 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
Corporation) with the provisions of Section 6 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 Holder of shares of a series of Preferred
Shares 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 5 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.


                                      -39-

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

      3.    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 Preferred
Shares of a series subject to an Auction on such Auction Date obtained by such
Broker-Dealer, designating itself (unless otherwise permitted by the
Corporation) as an Existing Holder in respect of shares subject to Orders
submitted or deemed submitted to it by Beneficial Owners and as a Potential
Holder in respect of shares subject to Orders submitted to it by Potential
Beneficial Owners, and 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 Corporation);

      (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:

                  (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 Preferred
Shares 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 Dividend Period
consisting of more than 91 Dividend 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.


                                      -40-

      (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
Preferred Shares 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

                  (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 Preferred
Shares 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.


                                      -41-

      4.    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 Preferred Shares, 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 Preferred Shares"
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 Applicable Rate (for all Dividend
            Periods) 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 Applicable Rate (for all Dividend Periods)
            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:

                  (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


                                      -42-

            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 Preferred Shares of such series.

      (b)   Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 4, the Auction Agent shall advise the
Corporation of the Maximum Applicable Rate for shares of the series of Preferred
Shares 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 Dividend 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
Dividend 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 Dividend Period thereof shall be equal to the Maximum
Applicable 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 Dividend Period thereof shall be the All Hold Rate.

      5.    ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS
AND ALLOCATION. Existing Holders shall continue to hold the Preferred Shares
that are subject to Submitted Hold Orders, and, based on the determinations made
pursuant to paragraph (a) of Section 4 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 Preferred
Shares 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 5, 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
Preferred Shares 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 Preferred Shares subject to such Submitted Bids;

      (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;


                                      -43-

      (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 Preferred Shares subject to such Submitted Bid, unless the number of
Outstanding Preferred Shares subject to all such Submitted Bids shall be greater
than the number of Preferred Shares ("remaining shares") in the excess of the
Available Preferred Shares of such series over the number of Preferred Shares
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
Preferred Shares subject to such Submitted Bid, but only in an amount equal to
the Preferred Shares of such series obtained by multiplying the number of
remaining shares by a fraction, the numerator of which shall be the number of
Outstanding Preferred Shares held by such Existing Holder subject to such
Submitted Bid and the denominator of which shall be the aggregate number of
Outstanding Preferred Shares 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 Preferred Shares of such series over the number of Preferred Shares
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 Preferred Shares subject to such Submitted Bid and the denominator
of which shall be the aggregate number of Outstanding Preferred Shares 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 Preferred
Shares 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 5, 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 Applicable Rate
for shares of such series shall be rejected, thus entitling such Existing
Holders to continue to hold the Preferred Shares 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 Applicable 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 Applicable 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


                                      -44-

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.

      (c)   If all of the Outstanding shares of a series of Preferred Shares 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 5, 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 Preferred
Shares 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 Preferred
Shares 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 a series of Preferred
Shares.

      (e)   If, as a result of the procedures described in clause (v) of
paragraph (a) of this Section 5 any Potential Holder would be entitled or
required to purchase less than a whole share of a series of Preferred Shares on
any Auction Date, the Auction Agent shall, in such manner as it shall determine
in its sole discretion, allocate Preferred Shares of such series for purchase
among Potential Holders so that only whole Preferred Shares 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 Preferred Shares of such series on such Auction Date.

      (f)   Based on the results of each Auction for shares of a series of
Preferred Shares, 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, Preferred Shares 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 Preferred Shares 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 Preferred
Shares 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.


                                      -45-

      (g)   Neither the Corporation 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 Preferred Shares of
any series or to pay for Preferred Shares of any series sold or purchased
pursuant to the Auction Procedures or otherwise.

      6.    TRANSFER OF PREFERRED SHARES. Unless otherwise permitted by the
Corporation, a Beneficial Owner or an Existing Holder may sell, transfer or
otherwise dispose of Preferred Shares 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 Preferred Shares 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 6 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
Corporation) to whom such transfer is made shall advise the Auction Agent of
such transfer.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -46-

      IN WITNESS WHEREOF, SCUDDER RREEF REAL ESTATE FUND, INC. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Assistant Secretary as of this 13th day of January, 2003.

WITNESS:

By:    /s/Bruce A. Rosenblum
       ---------------------
Name:  Bruce A. Rosenblum
Title: Assistant Secretary

                                           SCUDDER RREEF REAL ESTATE FUND, INC.



                                           By:    /s/William Glavin
                                                  -----------------
                                           Name:   William Glavin
                                           Title:  President

THE UNDERSIGNED, President of SCUDDER RREEF REAL ESTATE FUND, INC., who executed
on behalf of the Corporation the foregoing Articles Supplementary hereby
acknowledges the foregoing Articles Supplementary to be the corporate act of the
Corporation and hereby certifies to the best of his knowledge, information, and
belief that the matters and facts set forth herein with respect to the
authorization and approval thereof are true in all material respects under the
penalties of perjury.

                                           /s/William Glavin
                                           -----------------
                                           Name:  William Glavin
                                           Title: President


                                      -47-