FORM OF  
TRANSFER AGENCY AND REGISTRAR AGREEMENT  
 
 
	AGREEMENT, dated as of ___________, 1995 between Smith Barney/Travelers Series
 Fund  
 Inc.., (the "Fund"), a corporation organized under the laws  
of  Maryland and having its principal place of business at 388 Greenwich 
Street  
New York, NY 10013, and The Shareholder Services Group, Inc.Inc. (MA) (the  
"Transfer Agent"), a Massachusetts corporation with principal offices at One  
Exchange Place, 53 State Street, Boston, Massachusetts  02109.  
 
W I T N E S S E T H  
 
 
	That for and in consideration of the mutual covenants and promises  
hereinafter set forth, the Fund and the Transfer Agent agree as follows:  
 
	1.  Definitions.  Whenever used in this Agreement, the following words  
and phrases, unless the context otherwise requires, shall have the following  
meanings:  
 
		(a)	"Articles of Incorporation" shall mean the Articles of  
Incorporation, Declaration of Trust, Partnership Agreement, or similar  
organizational document as the case may be, of the Fund as the same may be  
amended from time to time.  
 
		(b)  "Authorized Person" shall be deemed to include any person,  
whether or not such person is an officer or employee of the Fund, duly  
authorized to give Oral Instructions or Written Instructions on behalf of the 
Fund as  indicated in a certificate furnished to the Transfer Agent pursuant 
to Section 4(c) hereof as may be received by the Transfer Agent from time 
to time.    
 
		(c)  "Board of Directors" shall mean the Board of Directors, Board  
of Trustees or, if the Fund is a limited partnership, the General Partner(s)  
of the Fund, as the case may be.  
 
		(d)  "Commission" shall mean the Securities and Exchange  
Commission.  
 
		(e)  "Custodian" refers to any custodian or subcustodian of  
securities and other property which the Fund may from time to time deposit, or  
cause to be deposited or held under the name or account of such a custodian  
pursuant to a Custodian Agreement.  
 
		(f)  "Fund" shall mean the entity executing this Agreement, and if  
it is a series fund, as such term is used in the 1940 Act, such term shall  
mean each series of the Fund hereafter created, except that appropriate 
documentation with respect to each series must be presented to the Transfer 
Agent before this Agreement shall become effective with respect to each 
such series.  
 
		(g)  "1940 Act" shall mean the Investment Company Act of 1940.  
 
		(h)  "Oral Instructions" shall mean instructions, other than  
Written Instructions, actually received by the Transfer Agent from a person 
reasonably believed by the Transfer Agent to be an Authorized Person;  
 
		(i)  "Prospectus" shall mean the most recently dated Fund  
Prospectus and Statement of Additional Information, including any supplements  
thereto if any, which has become effective under the Securities Act of 1933  
and  the 1940 Act.  
 
		(j)  "Shares" refers collectively to such shares of capital stock,  
beneficial interest or limited partnership interests, as the case may be, of  
the Fund as may be issued from time to time and, if the Fund is a closed-end or
a  
series fund, as such terms are used in the 1940 Act any other classes or 
series of stock, shares of beneficial interest or limited partnership 
interests that may be issued from time to time.    
 
		(k)  "Shareholder" shall mean a holder of shares of capital stock,  
beneficial interest or any other class or series, and also refers to partners  
of limited partnerships.  
 
		(l)  "Written Instructions" shall mean a written communication  
signed by a person reasonably believed by the Transfer Agent to be an  
Authorized Person and actually received by the Transfer Agent.  Written 
Instructions  shall include manually executed originals and authorized 
electronic transmissions,  
including telefacsimile of a manually executed original or other process.  
 
	2.  Appointment of the Transfer Agent.  The Fund hereby appoints and  
constitutes the Transfer Agent as transfer agent, registrar and dividend  
disbursing agent for Shares of the Fund and as shareholder servicing agent 
for the Fund.   
The Transfer Agent accepts such appointments and agrees to perform the duties  
hereinafter set forth.  
 
	3.  Compensation.  
 
		(a)	The Fund will compensate or cause the Transfer Agent to  
be compensated for the performance of its obligations hereunder in accordance  
with the fees set forth in the written schedule of fees annexed hereto as  
Schedule A and incorporated herein.  The Transfer Agent will transmit an invoice
 to the  
Fund as soon as practicable after the end of each calendar month which will be  
detailed in accordance with Schedule A, and the Fund will pay to the Transfer  
Agent the amount of such invoice within thirty (30) days after the Fund's  
receipt of the invoice.  
 
	In addition, the Fund agrees to pay, and will be billed separately for,  
reasonable out-of-pocket expenses incurred by the Transfer Agent in the  
performance of its duties hereunder. Out-of-pocket expenses shall include, but  
shall not be limited to, the items specified in the written schedule of out- 
of-pocket charges annexed hereto as Schedule B and incorporated herein. 
Unspecified  
out-of-pocket expenses shall be limited to those out-of-pocket expenses  
reasonably incurred by the Transfer Agent in the performance of its  
obligations hereunder.  Reimbursement by the Fund for expenses incurred by the
 Transfer Agent in any month shall be made as soon as practicable but no later 
than 15  days after the receipt of an itemized bill from the Transfer Agent.  
 
		(b)  Any compensation agreed to hereunder may be adjusted from  
time to time by attaching to Schedule A, a revised fee schedule executed and  
dated by the parties hereto.  
 
	4.  Documents.  In connection with the appointment of the Transfer Agent  
the Fund shall deliver or caused to be delivered to the Transfer Agent the  
following documents on or before the date this Agreement goes into effect, but  
in any case within a reasonable period of time for the Transfer Agent to 
prepare to perform its duties hereunder:  
 
		(a)	If applicable, specimens of the certificates for Shares of  
the Fund;  
 
		(b)  All account application forms and other documents relating to  
Shareholder accounts or to any plan, program or service offered by the Fund;  
 
		(c)  A signature card bearing the signatures of any officer of the  
Fund or other Authorized Person who will sign Written Instructions or is  
authorized to give Oral Instructions.  
 
		(d)  A certified copy of the Articles of Incorporation, as  
amended;  
 
		(e) 	A certified copy of the By-laws of the Fund, as amended;  
 
		(f)  A copy of the resolution of the Board of Directors  
authorizing  the execution and delivery of this Agreement;  
		 
		(g)  A certified list of Shareholders of the Fund with the name,  
address and taxpayer identification number of each Shareholder, and the number  
of Shares of the Fund held by each, certificate numbers and denominations (if  
any certificates have been issued), lists of any accounts against which stop  
transfer orders have been placed, together with the reasons therefore, and the
number of  Shares redeemed by the Fund; and  
 
		(h)  An opinion of counsel for the Fund with respect to the  
validity  of the Shares and the status of such Shares under the Securities Act
 of 1933, as amended.  
 
	5.  Further Documentation.  The Fund will also furnish the Transfer  
Agent  with copies of the following documents promptly after the same shall 
become  available:  
 
		(a)  each resolution of the Board of Directors authorizing the  
issuance of Shares;  
 
		(b)  any registration statements filed on behalf of the Fund and  
all  pre-effective and post-effective amendments thereto filed with the 
Commission;  
 
		(c)  a certified copy of each amendment to the Articles of  
Incorporation or the By-laws of the Fund;  
 
		(d)  certified copies of each resolution of the Board of Directors  
or  other authorization designating Authorized Persons; and  
 
		(e)  such other certificates, documents or opinions as the  
TransferAgent may reasonably request in connection with the performance of its  
duties hereunder.  
 
	6.  Representations of the Fund.  The Fund represents to the Transfer  
Agent that all outstanding Shares are validly issued, fully paid and non- 
assessable. When Shares are hereafter issued in accordance with the terms of 
the  Fund'sArticles of Incorporation and its Prospectus, such Shares shall be  
validly issued, fully paid and non-assessable.    
 
	7.  Distributions Payable in Shares.  In the event that the Board of  
Directors of the Fund shall declare a distribution payable in Shares, the Fund  
shall deliver or cause to be delivered to the Transfer Agent written notice of 
such  
declaration signed on behalf of the Fund by an officer thereof, upon which the  
Transfer Agent shall be entitled to rely for all purposes, certifying (i) the  
identity of the Shares involved, (ii) the number of Shares involved, and (iii)
 that all appropriate action has been taken.  
 
	8.  Duties of the Transfer Agent.  The Transfer Agent shall be  
responsible for administering and/or performing those functions typically 
performed by a  
transfer agent; for acting as service agent in connection with dividend and  
distribution functions; and for performing shareholder account and  
administrative agent functions in connection with the issuance, transfer and
 redemption or  
repurchase (including coordination with the Custodian) of Shares in accordance  
with the terms of the Prospectus and applicable law. The operating standards  
and procedures to be followed shall be determined from time to time by 
agreement between the Fund and the Transfer Agent and shall initially be as 
described in  
Schedule C attached hereto.  In addition, the Fund shall deliver to the  
Transfer Agent all notices issued by the Fund with respect to the Shares 
in accordance  with and pursuant to the Articles of Incorporation or By-laws 
of the Fund or as  required by law and shall perform such other specific 
duties as are set forth  
in the  
 
	9.  Record Keeping and Other Information.  The Transfer Agent shall  
create and maintain all records required of it pursuant to its duties  
hereunder and  as set forth in Schedule C in accordance with all applicable laws
, rules and  
regulations, including records required by Section 31(a) of the 1940 Act.  All  
records shall be available during regular business hours for inspection and  
use by the Fund.  Where applicable, such records shall be maintained by the
 Transfer Agent for the periods and in the places required by Rule 31a-2 
under the 1940 Act.  
 
	Upon reasonable notice by the Fund, the Transfer Agent shall make  
available during regular business hours such of its facilities and premises  
employed in connection with the performance of its duties under this Agreement  
for reasonable visitation by the Fund, or any person retained by the Fund as  
may be necessary for the Fund to evaluate the quality of the services performed
by the Transfer Agent pursuant hereto.  
 
	10.  Other Duties.  In addition to the duties set forth in Schedule C,  
the Transfer Agent shall perform such other duties and functions, and shall be  
paid such amounts therefor, as may from time to time be agreed upon in writing  
between the Fund and the Transfer Agent.  The compensation for such other  
duties and functions shall be reflected in a written amendment to Schedule A  
or B and the duties and functions shall be reflected in an amendment to 
Schedule C,both dated and signed by authorized persons of the parties hereto.  
 
	11.  Reliance by Transfer Agent; Instructions  
 
		(a)  The Transfer Agent will have no liability when acting upon  
Written or Oral Instructions believed to have been executed or orally  
communicated by an Authorized Person and will not be held to have any notice  
of  any change of authority of any person until receipt of a Written 
Instruction  
thereof  from the Fund pursuant to Section 4(c).  The Transfer Agent will also 
have no  
liability when processing Share certificates which it reasonably believes to  
bear  the proper manual or facsimile signatures of the officers of the Fund
 and the  proper countersignature of the Transfer Agent.  
 
		(b)  At any time, the Transfer Agent may apply to any Authorized  
Person of the Fund for Written Instructions and may seek advice from legal  
counsel for the Fund, or its own legal counsel, with respect to any matter  
arising  in connection with this Agreement, and it shall not be liable for any 
action taken  or not taken or suffered by it in good faith in accordance with 
such Written  
Instructions or in accordance with the opinion of counsel for the Fund or for  
the  Transfer Agent.  Written Instructions requested by the Transfer Agent will
 be provided by the Fund within a reasonable period of time.  In addition, the  
Transfer Agent, its officers, agents or employees, shall accept Oral 
Instructions or  
Written Instructions given to them by any person representing or acting on 
behalf of the  Fund only if said representative is an Authorized Person.  The 
Fund agrees  
that all Oral Instructions shall be followed within one business day by 
confirming  
Written Instructions, and that the Fund's failure to so confirm shall not 
impair in  any  respect the Transfer Agent's right to rely on Oral 
Instructions.  The Transfer  
Agent shall have no duty or obligation to inquire into, nor shall the 
Transfer Agent be responsible for, the legality of any act done by it upon 
the request or  
direction of a person reasonably believed by the Transfer Agent to be an 
Authorized Person.  
 
		(c)  Notwithstanding any of the foregoing provisions of this  
Agreement, the Transfer Agent shall be under no duty or obligation to inquire  
into, and shall not be liable for:  (i) the legality of the issuance or sale  
of any  Shares or the sufficiency of the amount to be received therefor; (ii)
 the  
legality of the redemption of any Shares, or the propriety of the amount to be
 paid  
therefor; (iii) the legality of the declaration of any dividend by the Board 
of  
Directors, or the legality of the issuance of any Shares in payment of any 
dividend; or (iv)  
the  legality of any recapitalization or readjustment of the Shares.  
 
	12.  Acts of God, etc.  The Transfer Agent will not be liable or  
responsible for delays or errors by acts of God or by reason of circumstances 
beyond its  
control, including acts of civil or military authority, national emergencies,  
labor  difficulties, mechanical breakdown, insurrection, war, riots, or 
failure or  
unavailability of transportation, communication or power supply, fire, flood  
or  other catastrophe.  
 
	13.  Duty of Care and Indemnification.  Each party hereto (the  
"Indemnifying Party') will indemnify the other party (the "Indemnified Party")  
against and hold it harmless from any and all losses, claims, damages,  
liabilities or expenses of any sort or kind (including reasonable counsel fees 
and  
expenses) resulting from any claim, demand, action or suit or other 
proceeding (a  
"Claim")  unless such Claim has resulted from a negligent failure to act or 
omission to  
act or  bad faith of the Indemnified Party in the performance of its duties 
hereunder.   
In  addition, the Fund will indemnify the Transfer Agent against and hold it  
harmless from any Claim, damages, liabilities or expenses (including 
reasonable counsel  
fees) that is a result of: (i) any action taken in accordance with Written or  
Oral Instructions, or any other instructions, or share certificates reasonably  
believed by the Transfer Agent to be genuine and to be signed, countersigned 
or executed,  
or  orally communicated by an Authorized Person; (ii) any action taken in  
accordance with written or oral advice reasonably believed by the Transfer 
Agent to have  
been given by counsel for the Fund or its own counsel; or (iii) any action  
taken as a result of any error or omission in any record (including but not 
limited to  
magnetic tapes, computer printouts, hard copies and microfilm copies)  
delivered, or caused to be delivered by the Fund to the Transfer Agent in 
connection with  this Agreement.  
 
	In any case in which the Indemnifying Party may be asked to indemnify or  
hold the Indemnified Party harmless, the Indemnifying Party shall be advised  
of  all pertinent facts concerning the situation in question.  The Indemnified  
Party will notify the Indemnifying Party promptly after identifying any 
situation  
which it believes presents or appears likely to present a claim for 
indemnification against the Indemnifying Party although the failure to do so
 shall not prevent  
recovery by the Indemnified Party.  The Indemnifying Party shall have the 
option to defend the Indemnified Party against any Claim which may be the 
subject of this  
indemnification, and, in the event that the Indemnifying Party so elects, such  
defense shall be conducted by counsel chosen by the Indemnifying Party and  
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party  
shall  take over complete defense of the Claim and the Indemnified Party shall  
sustain  no further legal or other expenses in respect of such Claim.  The 
Indemnified  Party will not confess any Claim or make any compromise in any 
case in which  
the Indemnifying Party will be asked to provide indemnification, except with  
the  Indemnifying Party's prior written consent.  The obligations of the 
parties  
hereto under this Section shall survive the termination of this Agreement.  
 
	14.  Consequential Damages.  In no event and under no circumstances  
shall either party under this Agreement be liable to the other party for  
indirect loss  of profits, reputation or business or any other special 
damages under any  
provision of this Agreement or for any act or failure to act hereunder.  
 
	15.  Term and Termination.   
 
		(a)  This Agreement shall be effective on the date first written  
above and shall continue until September 2, 1994, and thereafter shall  
automatically continue for successive annual periods ending on the anniversary  
of  the date first written above, provided that it may be terminated by either  
party upon written notice given at least 60 days prior to termination.  
 
		(b)	In the event a termination notice is given by the Fund, it  
shall be accompanied by a resolution of the Board of Directors, certified by  
the  Secretary of the Fund, designating a successor transfer agent or transfer  
agents.  Upon such termination and at the expense of the Fund, the Transfer 
Agent will  
deliver to such successor a certified list of shareholders of the Fund (with  
names and addresses), and all other relevant books, records, correspondence 
and  
other Fund records or data in the possession of the Transfer Agent, and the 
Transfer  
Agent will cooperate with the Fund and any successor transfer agent or agents  
in  the substitution process.  
 
	16.  Confidentiality.  Both parties hereto agree that any non public  
information obtained hereunder concerning the other party is confidential and  
may  not be disclosed to any other person without the consent of the other 
party,  
except as may be required by applicable law or at the request of the 
Commission or  
other  governmental agency.  The parties further agree that a breach of this  
provision would irreparably damage the other party and accordingly agree that 
each of  
them  is entitled, without bond or other security, to an injunction or 
injunctions to prevent breaches of this provision.  
 
	17.  Amendment.  This Agreement may only be amended or modified by a  
written instrument executed by both parties.  
 
	18.  Subcontracting.  The Fund agrees that the Transfer Agent may, in  
its discretion, subcontract for certain of the services described under this  
Agreement or the Schedules hereto; provided that the appointment of any such 
Transfer Agent shall not relieve the Transfer Agent of its responsibilities 
hereunder.  
 
	19.  Miscellaneous.  
 
		(a)  Notices.  Any notice or other instrument authorized or  
required  by this Agreement to be given in writing to the Fund or the Transfer
 Agent,  
shall  be sufficiently given if addressed to that party and received by it at 
its  
office set forth below or at such other place as it may from time to time 
designate in writing.  
 
To the Fund:  
 
Smith Barney/Travelers  Series Fund Inc. 
388 Greenwich Street, 22 Floor 
New York, NY 10013 
Attention:Heath B. McLendon 
 
 
To the Transfer Agent:  
 
The Shareholder Services Group  
One Exchange Place  
53 State Street  
Boston, Massachusetts  02109  
 
		(b)	Successors.  This Agreement shall extend to and shall be  
binding upon the parties hereto, and their respective successors and assigns,  
provided, however, that this Agreement shall not be assigned to any person  
other  than a person controlling, controlled by or under common control with 
the  
assignor without the written consent of the other party, which consent shall  
not be unreasonably withheld.  
 
		(c)  Governing Law.  This Agreement shall be governed  
exclusively by the laws of the State of New York without reference to the  
choice  of law provisions thereof.  Each party hereto hereby agrees that (i) 
the  
Supreme Court of New York sitting in New York County shall have exclusive 
jurisdiction  
over any and all disputes arising hereunder; (ii) hereby consents to the  
personal  jurisdiction of such court over the parties hereto, hereby waiving any
 defense  
of  lack of personal jurisdiction; and (iii) appoints the person to whom 
notices  
hereunder are to be sent as agent for service of process.  
 
		(d)  Counterparts.  This Agreement may be executed in any number  
of counterparts, each of which shall be deemed to be an original; but such  
counterparts shall, together, constitute only one instrument.  
 
		(e)  Captions.  The captions of this Agreement are included for  
convenience of reference only and in no way define or delimit any of the  
provisions hreof or otherwise affect their construction or effect.  
 
		(f)  Use of Transfer Agent's Name.  The Fund shall not use the  
name of the Transfer Agent in any Prospectus, Statement of Additional  
Information, shareholders' report, sales literature or other material relating  
to the Fund in a manner not approved prior thereto in writing; provided, that
 the Transfer Agent need only receive notice of all reasonable uses of its 
name which  merely refer in accurate terms to its appointment hereunder or 
which are required  by any government agency or applicable law or rule. 
Notwithstanding the foregoing, any reference to the Transfer Agent shall
include a statement to the effect that it is a wholly owned subsidiary of 
First Data Corporation.  
 
 
		(g)  Use of Fund's Name.  The Transfer Agent shall not use the  
name of the Fund or material relating to the Fund on any documents or forms  
for  other than internal use in a manner not approved prior thereto in 
writing;  
provided, that the Fund need only receive notice of all reasonable uses of its  
name which merely refer in accurate terms to the appointment of the Transfer 
Agent  or  which are required by any government agency or applicable law or 
rule.  
 
		(h)  Independent Contractors.  The parties agree that they are  
independent contractors and not partners or co-venturers.  
 
		(i)  Entire Agreement; Severability.  This Agreement and the  
Schedules attached hereto constitute the entire agreement of the parties  
hereto relating to the matters covered hereby and supersede any previous 
agreements.   
If  any provision is held to be illegal, unenforceable or invalid for any 
reason,  
the remaining provisions shall not be affected or impaired thereby.    
 
			IN WITNESS WHEREOF, the parties hereto have caused  
this Agreement to be executed by their duly authorized officers, as of the day  
and year first above written.  
 
SMITH BARNEY/ TRAVELERS SERIES FUND INC. 
 
 
By: _______________ 
    Heath B. McLendon 
    President 
 
 
THE SHAREHOLDER SERVICES GROUP, INC.  
 
 
By:__________________ 
     Michael G. McCarthy 
     Vice President 
 
 A-1 
 
Transfer Agent Fee 
 
Schedule A 
 
Class A shares 
 
The Fund shall pay the Transfer Agent an annualized fee of $11.00 per  
shareholder account that is open during any monthly period. Such fee shall be  
billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of  
the  annualized fee for all accounts that are open during such a month. 
 
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed  
account per month applicable to those shareholder accounts which close in a  
given month and remain closed through the following month-end billing cycle. 
 Such  fee shall be billed by the Transfer Agent monthly in arrears. 
 
 
Class B shares 
 
The Fund shall pay the Transfer Agent an annualized fee of $12.50 per  
shareholder account that is open during any monthly period. Such fee shall be  
billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of  
the annualized fee for all accounts that are open during such a month. 
 
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed  
account per month applicable to those shareholder accounts which close in a  
given month and remain closed through the following month-end billing cycle. 
 Such  fee shall be billed by the Transfer Agent monthly in arrears. 
 
 
Class C shares 
 
The Fund shall pay the Transfer Agent an annualized fee of $8.50 per  
shareholder account that is open during any monthly period. Such fee shall be 
billed by  
the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the  
annualized fee for all accounts that are open during such a month. 
 
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed  
account per month applicable to those shareholder accounts which close in a  
given  month and remain closed through the following month-end billing cycle. 
 Such  fee shall be billed by the Transfer Agent monthly in arrears. 
 
 
 
 
A-2 
 
Class D shares 
 
The Fund shall pay the Transfer Agent an annualized fee of $9.50 per  
shareholder account that is open during any monthly period. Such fee shall be 
billed by  
the  Transfer Agent monthly in arrears on a prorated basis of 1/12 of the  
annualized  fee for all accounts that are open during such a month. 
 
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed  
account per month applicable to those shareholder accounts which close in a  
given  month and remain closed through the following month-end billing cycle. 
 Such  fee shall be billed by the Transfer Agent monthly in arrears. 
 
 
 
 
B-1 
 
 Schedule B  
  
  
OUT-OF-POCKET EXPENSES  
 
	The Fund shall reimburse the Transfer Agent monthly for applicable  
out-of-pocket expenses, including, but not limited to the following items: 
		 
		- Microfiche/microfilm production  
		- Magnetic media tapes and freight  
		- Printing costs, including certificates, envelopes, checks and  
stationery 
		- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct  
pass  through to the Fund 
		- Due diligence mailings 
		- Telephone and telecommunication costs, including 
		all lease, maintenance and line costs 
		- Proxy solicitations, mailings and tabulations 
		- Daily & Distribution advice mailings 
		- Shipping, Certified and Overnight mail and insurance 
		- Year-end form production and mailings 
		- Terminals, communication lines, printers and other equipment  
and any expenses incurred in connection with such terminals and lines 
		- Duplicating services 
		- Courier services 
		- Incoming and outgoing wire charges  
		- Federal Reserve charges for check clearance 
		- Record retention, retrieval and destruction costs, including,  
but  not limited to exit fees charged by third party record keeping vendors  
		- Third party audit reviews 
		- Insurance  
		- Such other miscellaneous expenses reasonably incurred by the  
Transfer Agent in performing its duties and responsibilities under this  
Agreement. 
  
	The Fund agrees that postage and mailing expenses will be paid on the  
day  of or prior to mailing as agreed with the Transfer Agent.  In addition, 
the  
Fund  will promptly reimburse the Transfer Agent for any other unscheduled 
expenses incurred by the Transfer Agent whenever the Fund and the Transfer 
Agent  
mutually agree that such expenses are not otherwise properly borne by the  
Transfer Agent as part of its duties and obligations under the Agreement.  
  
 
 
C-1 
 
Schedule C 
 
DUTIES OF THE TRANSFER AGENT  
		 
	1.	Shareholder Information.	 The Transfer Agent or its agent  
shall  maintain a record of the number of Shares held by each holder of record
 which  
shall include name, address, taxpayer identification and which shall indicate  
whether such Shares are held in certificates or uncertificated form. 
 
	2.	Shareholder Services.	The Transfer Agent or its agent will  
investigate all inquiries from shareholders of the Fund relating to  
Shareholder accounts and will respond to all communications from Shareholders 
and others  
relating to its duties hereunder and such other correspondence as may from  
time to time be mutually agreed upon between the Transfer Agent and the Fund. 
 The  
Transfer Agent shall provide the Fund with reports concerning shareholder  
inquires and the responses thereto by the Transfer Agent, in such form and at  
such times as are agreed to by the Fund and the Transfer Agent. 
 
	3. 	Share Certificates.  
  
  		(a)	At the expense of the Fund, it shall supply the Transfer  
Agent or its agent with an adequate supply of blank share certificates to meet  
the  Transfer Agent or its agent's requirements therefor.  Such Share 
certificates  
shall  be properly signed by facsimile.  The Fund agrees that, notwithstanding 
the  
death, resignation, or removal of any officer of the Fund whose signature 
appears on  
such certificates, the Transfer Agent or its agent may continue to countersign  
certificates which bear such signatures until otherwise directed by Written  
Instructions.  
  
		(b)  The Transfer Agent or its agent shall issue replacement Share  
certificates in lieu of certificates which have been lost, stolen or  
destroyed, upon  receipt by the Transfer Agent or its agent of properly 
executed affidavits and  
lost  certificate bonds, in form satisfactory to the Transfer Agent or its 
agent,  
with the  Fund and the Transfer Agent or its agent as obligees under the bond.  
  
		(c)  The Transfer Agent or its agent shall also maintain a record  
of  each certificate issued, the number of Shares represented thereby and the  
holder of  record.  With respect to Shares held in open accounts or 
uncertificated form,  
i.e., no certificate being issued with respect thereto, the Transfer Agent or 
its  
agent shall maintain comparable records of the record holders thereof,
including  
their names, addresses and taxpayer identification.  The Transfer Agent or its
 agent shall further maintain a stop transfer record on lost and/or replaced  
certificates.  
 
 
C-2 
 
	4.  Mailing Communications to Shareholders; Proxy Materials. The  
Transfer Agent or its agent will address and mail to  
Shareholders of the Fund, all reports to Shareholders, dividend and  
distribution  notices and proxy material for the Fund's meetings of 
Shareholders.  In  connection with meetings of Shareholders, the Transfer 
Agent or its Agent will prepare  
Shareholder lists, mail and certify as to the mailing of proxy materials,  
process  and tabulate returned proxy cards, report on proxies voted prior to
 meetings,  
act as  inspector of election at meetings and certify Shares voted at
 meetings.  
  
	5.  Sales of Shares  
  
		(a)  Suspension of Sale of Shares.  The Transfer Agent or its  
agent  shall not be required to issue any Shares of the Fund where it has 
received a  Written Instruction from the Fund or official notice from any 
appropriate  
authority that the sale of the Shares of the Fund has been suspended or  
discontinued.  The existence of such Written Instructions or such official  
notice  shall be conclusive evidence of the right of the Transfer Agent or its 
agent  to rely on such Written Instructions or official notice.   
		(b)  Returned Checks.  In the event that any check or other order  
for the payment of money is returned unpaid for any reason, the Transfer Agent  
or  its agent will:  (i) give prompt notice of such return to the Fund or its  
designee; (ii) place a stop transfer order against all Shares issued as a 
result of such  
check or order; and (iii) take such actions as the Transfer Agent may from 
time to time  deem appropriate.  
  
	6.  Transfer and Repurchase  
  
		(a)  Requirements for Transfer or Repurchase of Shares. The  
Transfer Agent or its agent shall process all requests to transfer or redeem  
Shares  in accordance with the transfer or repurchase procedures set forth in 
the  Fund's Prospectus.  
  
		The Transfer Agent or its agent will transfer or repurchase Shares  
upon receipt of Oral or Written Instructions or otherwise pursuant to the  
Prospectus and Share certificates, if any, properly endorsed for transfer or  
redemption, accompanied by such documents as the Transfer Agent or its agent  
reasonably may deem necessary.  
  
		The Transfer Agent or its agent reserves the right to refuse to  
transfer or repurchase Shares until it is satisfied that the endorsement on  
the instructions is valid and genuine.  The Transfer Agent or its agent also  
reserves the right to refuse to transfer or repurchase Shares until it is 
satisfied  
that the requested transfer or repurchase is legally authorized, and it shall 
incur no  
liability for the refusal, in good faith, to make transfers or repurchases
 which the Transfer Agent or its agent, in  
C-3 
 
 
its good judgement, deems improper or unauthorized, or until it is reasonably  
satisfied that there is no basis to any claims adverse  
to such transfer or repurchase.  
  
		(b)  Notice to Custodian and Fund.  When Shares are redeemed, the  
Transfer Agent or its agent shall, upon receipt of the instructions and  
documents in proper form, deliver to the Custodian and the Fund or its 
designee a  
notification setting forth the number of Shares to be repurchased.  Such 
repurchased shares shall be reflected on appropriate accounts maintained by 
the Transfer Agent or  
its agent reflecting outstanding Shares of the Fund and Shares attributed to  
individual accounts.  
  
		(c)  Payment of Repurchase Proceeds.  The Transfer Agent or its  
agent shall, upon receipt of the moneys paid to it by the Custodian for the  
repurchase of Shares, pay such moneys as are received from the Custodian, all  
in  accordance with the procedures described in the written instruction 
received  by  the Transfer Agent or its agent from the Fund.  
  
		The Transfer Agent or its agent shall not process or effect any  
repurchase with respect to Shares of the Fund after receipt by the Transfer  
Agent or its agent of notification of the suspension of the determination of 
the net  asset value of the Fund.  
 	7.  Dividends  
  
		(a)  Notice to Agent and Custodian.  Upon the declaration of each  
dividend and each capital gains distribution by the Board of Directors of the  
Fund  with respect to Shares of the Fund, the Fund shall furnish or cause to 
be  
furnished  to the Transfer Agent or its agent a copy of a resolution of the 
Fund's Board  
of  Directors certified by the Secretary of the Fund setting forth the date of
 the  
declaration of such dividend or distribution, the ex-dividend date, the date  
of  payment thereof, the record date as of which shareholders entitled to 
payment  
shall be determined, the amount payable per Share to the shareholders of  
record as of that date, the total amount payable to the Transfer Agent or its 
agent on  
the payment date and whether such dividend or distribution is to be paid in 
Shares  
of  such class at net asset value.  
  
		On or before the payment date specified in such resolution of the  
Board of Directors, the Custodian of the Fund will pay to the Transfer Agent  
sufficient cash to make payment to the shareholders of record as of such  
payment  date.  
  
		(b)	Insufficient Funds for Payments.  If the Transfer Agent or  
its agent does not receive sufficient cash from the Custodian to make total  
dividend and/or distribution payments to all shareholders of the Fund as of  
the record date, the Transfer  
C-4 
 
 
Agent or its agent will, upon notifying the Fund, withhold payment to all  
Shareholders of record as of the record date until sufficient cash is provided  
to the Transfer Agent or its agent.  
  
 
 
C-5 
 
 											Exhibit 
1 
											    to 
										
	Schedule C  
  
  
Summary of Services  
  
   
	The services to be performed by the Transfer Agent or its agent shall be  
as  follows:  
  
	A. 	DAILY RECORDS  
  
		Maintain daily the following information with respect to each  
Shareholder account as received:  
  
		o	Name and Address (Zip Code)  
		o	Class of Shares  
		o	Taxpayer Identification Number  
		o	Balance of Shares held by Agent  
		o	Beneficial owner code:  i.e., male, female, joint tenant,  
etc.  
		o	Dividend code (reinvestment)  
		o	Number of Shares held in certificate form  
  
	B.	OTHER DAILY ACTIVITY  
  
		o	Answer written inquiries relating to Shareholder accounts  
(matters relating to portfolio management, distribution of  
Shares and other management policy questions will be  
referred to the Fund).  
  
		o	Process additional payments into established Shareholder  
accounts in accordance with Written Instruction from the  
Agent.  
  
		o	Upon receipt of proper instructions and all required  
documentation, process requests for repurchase of Shares.  
  
		o	Identify redemption requests made with respect to accounts  
in which Shares have been purchased within an  
agreed-upon period of time for determining whether good  
funds have been collected with respect to such purchase  
and process as agreed by the Agent in accordance with  
written instructions set forth by the Fund.  
  
		o	Examine and process all transfers of Shares, ensuring that  
all transfer requirements and legal documents have been  
supplied.  
  
C-6 
 
		o	Issue and mail replacement checks.  
  
		o	Open new accounts and maintain records of exchanges  
between accounts  
 
 	C.	DIVIDEND ACTIVITY  
  
		o	Calculate and process Share dividends and distributions as  
instructed by the Fund.  
  
		o	Compute, prepare and mail all necessary reports to  
Shareholders or various authorities as requested by the  
Fund.  Report to the Fund reinvestment plan share  
purchases and determination of the reinvestment price.  
  
	D.	MEETINGS OF SHAREHOLDERS  
  
		o	Cause to be mailed proxy and related material for all  
meetings of Shareholders.  Tabulate returned proxies  
(proxies must be adaptable to mechanical equipment of the  
Agent or its agents) and supply daily reports when  
sufficient proxies have been received.  
  
		o	Prepare and submit to the Fund an Affidavit of Mailing.  
  
		o	At the time of the meeting, furnish a certified list of  
Shareholders, hard copy, microfilm or microfiche and, if  
requested by the Fund, Inspection of Election.  
  
	E.	PERIODIC ACTIVITIES  
  
	o	Cause to be mailed reports, Prospectuses, and any other enclosures  
requested by the Fund (material must be adaptable to mechanical  
equipment of Agent or its agents).  
  
	o	Receive all notices issued by the Fund with respect to the  
Preferred  Shares in accordance with and pursuant to the Articles of  
Incorporation and the Indenture and perform such other specific  
duties as are set forth in the Articles of Incorporation including a  
giving of notice of a special meeting and notice of redemption in  
the circumstances and otherwise in accordance with all relevant  
provisions of the Articles of Incorporation.