EXHIBIT (H)(1) MUNIHOLDINGS FUND, INC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK(R) ["AMPS"(R)] ___ Series A Shares ___ Series B Shares Liquidation Preference $25,000 Per Share PURCHASE AGREEMENT ------------------Purchase Agreement • May 2nd, 1997 • Muniholdings Fund Inc • Maryland
betweenBroker-Dealer Agreement • May 2nd, 1997 • Muniholdings Fund Inc • New York
EXHIBIT (k)(2) AUCTION AGENT AGREEMENTAuction Agent Agreement • May 2nd, 1997 • Muniholdings Fund Inc • New York
