FORM OF TRANSFER AGENCY AND REGISTRAR AGREEMENT
                             
                             
     AGREEMENT, dated as of ___________, 1996 between Smith
Barney Intermediate Municipal 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
31a2 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:                                 To the
Transfer Agent:
Smith Barney Intermediate Municipal Fund, Inc
First Data Services Group, Inc
388 Greenwich Street, 22 Floor                         One
Exchange Place
New York, NY 10013                           53 State
Street Attention:Heath B. McLendon
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
coventurers.

        (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 INTERMEDIATE          FIRST DATA SERVICES
GROUP, INC.
    MUNICIPAL FUND, INC.

By: _______________                     By:
_______________________
  Heath B. McLendon                              Michael
G. McCarthy
    President                                 Vice
President
               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.
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.
             Out-of-Pocket Expenses/Schedule B
     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.

          Duties of the Transfer Agent/Schedule C
                             
     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.
     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 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 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.
        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.

          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.