CUSTODY AGREEMENT


Agreement made as of this      day of             , 1994,
between Municipal High Income Fund Inc, a corporation organized  
and  existing  under   the   laws   of   the State of Maryland, having its 
principal office and place of business at 388 Greenwich Street,  New York,  
NY   10013 (hereinafter  called  the "Fund"), and PNC Bank, National 
Association
Pennsylvania corporation authorized to do banking business, hav-
ing  its  principal  office  and  place of business at 17th and Chestnut
Streets, Philadelphia, Pennsylvania 19103 (hereinafter  called  the
"Custodian").


                                W I T N E S S E T H :


           that   for   and  in  consideration  of  the  mutual  promises
           hereinafter set forth, the Fund and  the  Custodian  agree  as
           follows:


                                      ARTICLE I

                                     DEFINITIONS

                Whenever  used in this Agreement, the following words and
           phrases, unless the context otherwise requires, shall have the
           following meanings:

                1.   "Book-Entry   System"   shall   mean   the   Federal
           Reserve/Treasury  book-entry  system  for  United  States  and
           federal agency securities, its successor or successors and its
           nominee or nominees.

                2.   "Call Option" shall mean an exchange  traded  option
           with  respect  to  Securities  other than Stock Index Options,
           Futures Contracts, and Futures Contract Options entitling  the
           holder,  upon  timely  exercise  and  payment  of the exercise
           price, as specified  therein,  to  purchase  from  the  writer
           thereof the specified underlying Securities. 

                3.   "Certificate" shall mean any notice, instruction, or
           other instrument in writing, authorized or  required  by  this
           Agreement  to  be  given  to  the  Custodian which is actually
           received by the Custodian and signed on behalf of the Fund  by
           any  two Officers, and the term Certificate shall also include
           instructions by the Fund to the Custodian  communicated  by  a
           Terminal Link. 






                4.   "Clearing    Member"   shall   mean   a   registered
           broker-dealer which is a clearing member under  the  rules  of
           O.C.C.   and  a  member  of  a  national  securities  exchange
           qualified to act as a custodian for an investment company,  or
           any  broker-dealer  reasonably believed by the Custodian to be
           such a clearing member. 

                5.   "Collateral Account" shall mean a segregated account
           so denominated which is specifically allocated to a Series and
           pledged to the Custodian as security for, and in consideration
           of,  the  Custodian's issuance of (a) any Put Option guarantee
           letter or similar document described in paragraph 8 of Article
           V  herein,  or  (b) any receipt described in Article V or VIII
           herein. 

                6.   "Covered Call Option" shall mean an exchange  traded
           option  entitling the holder, upon timely exercise and payment
           of the exercise price, as specified therein, to purchase  from
           the   writer   thereof  the  specified  underlying  Securities
           (excluding Futures Contracts) which are owned  by  the  writer
           thereof and subject to appropriate restrictions. 

                7.   "Depository" shall mean The Depository Trust Company
           ("DTC"), a clearing agency registered with the Securities  and
           Exchange  Commission,  its  successor  or  successors  and its
           nominee or nominees.  The term "Depository" shall further mean
           and include any other person authorized to act as a depository
           under the Investment Company Act of  1940,  its  successor  or
           successors  and  its nominee or nominees, specifically identi-
           fied in a certified copy of a resolution of the  Fund's  Board
           of  Trustees  specifically  approving  deposits therein by the
           Custodian.

                8.   "Financial Futures Contract"  shall  mean  the  firm
           commitment  to  buy or sell fixed income securities including,
           without limitation, U.S. Treasury Bills, U.S. Treasury  Notes,
           U.S.  Treasury  Bonds,  domestic bank certificates of deposit,
           and Eurodollar certificates of  deposit,  during  a  specified
           month at an agreed upon price.

                9.   "Futures  Contract"  shall  mean a Financial Futures
           Contract and/or Stock Index Futures Contracts.

                10.  "Futures Contract Option" shall mean an option  with
           respect to a Futures Contract.

                11.  "Margin  Account" shall mean a segregated account in
           the name of a broker, dealer, futures commission merchant,  or
           a  Clearing Member, or in the name of the Fund for the benefit
           of a broker, dealer, futures commission merchant, or  Clearing
           Member,  or otherwise, in accordance with an agreement between
           the Fund, the Custodian and a broker, dealer, futures  commis-
           sion  merchant  or a Clearing Member (a "Margin Account Agree-
           ment"), separate and distinct from  the  custody  account,  in
           which  certain  Securities  and/or  money of the Fund shall be

                                        - 2 -






           deposited and withdrawn from time to time in  connection  with
           such   transactions   as  the  Fund  may  from  time  to  time
           determine.  Securities held in the Book-Entry  System  or  the
           Depository  shall  be  deemed  to  have  been deposited in, or
           withdrawn from, a Margin Account upon the Custodian's  effect-
           ing an appropriate entry in its books and records. 

                12.  "Money  Market Security" shall be deemed to include,
           without limitation,  certain  Reverse  Repurchase  Agreements,
           debt  obligations  issued  or  guaranteed  as  to interest and
           principal by the government of the United States  or  agencies
           or   instrumentalities  thereof,  any  tax,  bond  or  revenue
           anticipation note issued by any state or municipal  government
           or public authority, commercial paper, certificates of deposit
           and bankers' acceptances, repurchase agreements  with  respect
           to  the  same  and  bank time deposits, where the purchase and
           sale  of  such  securities  normally  requires  settlement  in
           federal funds on the same day as such purchase or sale.

                13.  "O.C.C."  shall  mean  the Options Clearing Corpora-
           tion, a clearing agency registered under Section  17A  of  the
           Securities  Exchange Act of 1934, its successor or successors,
           and its nominee or nominees.

                14.  "Officers" shall be deemed to include the President,
           any  Vice  President, the Secretary, the Clerk, the Treasurer,
           the Controller, any Assistant Secretary, any Assistant  Clerk,
           any  Assistant  Treasurer,  and  any  other person or persons,
           whether or not any such other person  is  an  officer  of  the
           Fund,  duly authorized by the Board of Trustees of the Fund to
           execute any Certificate, instruction, notice or other  instru-
           ment  on  behalf of the Fund and listed in the Certificate an-
           nexed hereto as Appendix A or such other Certificate as may be
           received by the Custodian from time to time.

                15.  "Option"  shall mean a Call Option, Covered Call Op-
           tion, Stock Index Option and/or a Put Option. 

                16.  "Oral Instructions" shall mean  verbal  instructions
           actually  received  by the Custodian from an Officer or from a
           person reasonably believed by the Custodian to be an Officer.

                17.  "Put Option" shall mean an  exchange  traded  option
           with  respect  to  Securities  other than Stock Index Options,
           Futures Contracts, and Futures Contract Options entitling  the
           holder,  upon  timely  exercise  and  tender  of the specified
           underlying Securities, to sell such Securities to  the  writer
           thereof for the exercise price.

                18.  "Reverse  Repurchase Agreement" shall mean an agree-
           ment pursuant to which the Fund sells Securities and agrees to
           repurchase  such  Securities  at a described or specified date
           and price.



                                        - 3 -






                19.  "Security"  shall  be  deemed  to  include,  without
           limitation,  Money  Market  Securities,  Call Options, Put Op-
           tions, Stock Index Options,  Stock  Index  Futures  Contracts,
           Stock   Index  Futures  Contract  Options,  Financial  Futures
           Contracts,  Financial  Futures   Contract   Options,   Reverse
           Repurchase Agreements, common stocks and other securities hav-
           ing  characteristics  similar  to  common  stocks,   preferred
           stocks,  debt obligations issued by state or municipal govern-
           ments and by public authorities, (including,  without  limita-
           tion,  general  obligation  bonds,  revenue  bonds, industrial
           bonds and industrial development  bonds),  bonds,  debentures,
           notes,  mortgages  or other obligations, and any certificates,
           receipts, warrants or other instruments representing rights to
           receive, purchase, sell or subscribe for the same, or evidenc-
           ing or representing any other rights or interest  therein,  or
           any property or assets.

                20.  "Senior  Security  Account"  shall  mean  an account
           maintained and specifically allocated to a  Series  under  the
           terms  of  this Agreement as a segregated account, by recorda-
           tion or otherwise, within the custody account in which certain
           Securities  and/or  other  assets of the Fund specifically al-
           located to such Series shall be deposited and  withdrawn  from
           time  to  time in accordance with Certificates received by the
           Custodian in connection with such transactions as the Fund may
           from time to time determine.

                21.  "Series"  shall mean the various portfolios, if any,
           of the Fund as described from time to time in the current  and
           effective  prospectus  for  the  Fund and listed on Appendix B
           hereto as amended from time to time. 

                22.  "Shares" shall mean the shares of beneficial  inter-
           est  of the Fund, each of which is, in the case of a Fund hav-
           ing Series, allocated to a particular Series. 

                23.  "Stock  Index  Futures  Contract"   shall   mean   a
           bilateral  agreement  pursuant  to  which the parties agree to
           take or make  delivery  of  an  amount  of  cash  equal  to  a
           specified dollar amount times the difference between the value
           of a particular stock index at the close of the last  business
           day  of  the  contract  and  the  price  at  which the futures
           contract is originally struck.

                24.  "Stock Index Option" shall mean an  exchange  traded
           option  entitling the holder, upon timely exercise, to receive
           an amount of cash determined by reference  to  the  difference
           between  the  exercise price and the value of the index on the
           date of exercise. 

                25.  "Terminal  Link"  shall  mean  an  electronic   data
           transmission link between the Fund and the Custodian requiring
           in connection with each use of the  Terminal  Link  by  or  on
           behalf  of  the  Fund use of an authorization code provided by


                                        - 4 -






           the Custodian and at least two access codes established by the
           Fund.


                                     ARTICLE II

                              APPOINTMENT OF CUSTODIAN

                1.   The   Fund   hereby  constitutes  and  appoints  the
           Custodian as custodian of the Securities  and  moneys  at  any
           time owned by the Fund during the period of this Agreement. 

                2.   The  Custodian  hereby  accepts  appointment as such
           custodian  and  agrees  to  perform  the  duties  thereof   as
           hereinafter set forth.


                                     ARTICLE III

                           CUSTODY OF CASH AND SECURITIES

                1.   Except  as otherwise provided in paragraph 7 of this
           Article and in Article VIII, the Fund will deliver or cause to
           be  delivered  to  the Custodian all Securities and all moneys
           owned by it, at any time during the period of this  Agreement,
           and  shall  specify  with respect to such Securities and money
           the Series to which the same are specifically allocated.   The
           Custodian shall segregate, keep and maintain the assets of the
           Series  separate  and  apart.   The  Custodian  will  not   be
           responsible   for  any  Securities  and  moneys  not  actually
           received by it.  The Custodian will be entitled to reverse any
           credits made on the Fund's behalf where such credits have been
           previously made and moneys are  not  finally  collected.   The
           Fund  shall deliver to the Custodian a certified resolution of
           the Board of Trustees of the Fund, substantially in  the  form
           of  Exhibit  A  hereto, approving, authorizing and instructing
           the Custodian on a continuous and on-going basis to deposit in
           the  Book-Entry  System  all  Securities  eligible for deposit
           therein, regardless of  the  Series  to  which  the  same  are
           specifically allocated and to utilize the Book-Entry System to
           the  extent  possible  in  connection  with  its   performance
           hereunder,  including,  without limitation, in connection with
           settlements of purchases and sales  of  Securities,  loans  of
           Securities  and  deliveries  and  returns  of  Securities col-
           lateral.  Prior to a deposit of  Securities  specifically  al-
           located  to a Series in the Depository, the Fund shall deliver
           to the Custodian  a  certified  resolution  of  the  Board  of
           Trustees  of  the Fund, substantially in the form of Exhibit B
           hereto, approving, authorizing and instructing  the  Custodian
           on  a  continuous  and  ongoing  basis until instructed to the
           contrary by a Certificate actually received by  the  Custodian
           to  deposit  in the Depository all Securities specifically al-
           located to such Series eligible for deposit  therein,  and  to
           utilize  the Depository to the extent possible with respect to
           such Securities in connection with its performance  hereunder,

                                        - 5 -






           including,  without limitation, in connection with settlements
           of purchases and sales of Securities, loans of Securities, and
           deliveries  and  returns of Securities collateral.  Securities
           and moneys deposited in either the Book-Entry  System  or  the
           Depository  will be represented in accounts which include only
           assets held by the Custodian for customers, including, but not
           limited  to,  accounts  in  which  the  Custodian  acts  in  a
           fiduciary or representative capacity and will be  specifically
           allocated on the Custodian's books to the separate account for
           the applicable Series.  Prior to  the  Custodian's  accepting,
           utilizing and acting with respect to Clearing Member confirma-
           tions for Options and transactions in Options for a Series  as
           provided  in this Agreement, the Custodian shall have received
           a certified  resolution  of  the  Fund's  Board  of  Trustees,
           substantially  in  the  form  of  Exhibit C hereto, approving,
           authorizing and instructing the Custodian on a continuous  and
           on-going   basis,  until  instructed  to  the  contrary  by  a
           Certificate actually received by  the  Custodian,  to  accept,
           utilize  and  act  in  accordance  with  such confirmations as
           provided in this Agreement with respect to such Series. 

                2.   The Custodian shall establish and maintain  separate
           accounts,  in the name of each Series, and shall credit to the
           separate account for each Series all moneys received by it for
           the  account  of  the Fund with respect to such Series.  Money
           credited to a separate account for a Series shall be disbursed
           by the Custodian only:

                     (a)  As hereinafter provided;

                     (b)  Pursuant to Certificates setting forth the name
           and address of the person to whom the payment is to  be  made,
           the  Series  account  from which payment is to be made and the
           purpose for which payment is to be made; or

                     (c)  In payment of the fees and in reimbursement  of
           the  expenses and liabilities of the Custodian attributable to
           such Series. 

                3.   Promptly after the close of business  on  each  day,
           the  Custodian shall furnish the Fund with confirmations and a
           summary, on a per Series basis, of all transfers  to  or  from
           the account of the Fund for a Series, either hereunder or with
           any co-custodian or sub-custodian appointed in accordance with
           this   Agreement   during  said  day.   Where  Securities  are
           transferred to the account of  the  Fund  for  a  Series,  the
           Custodian  shall  also  by book-entry or otherwise identify as
           belonging to  such  Series  a  quantity  of  Securities  in  a
           fungible  bulk  of  Securities  registered  in the name of the
           Custodian (or its nominee) or shown on the Custodian's account
           on  the  books of the Book-Entry System or the Depository.  At
           least monthly and from  time  to  time,  the  Custodian  shall
           furnish  the  Fund  with a detailed statement, on a per Series
           basis, of the Securities and moneys held by the Custodian  for
           the Fund. 

                                        - 6 -






                4.   Except  as otherwise provided in paragraph 7 of this
           Article and in  Article  VIII,  all  Securities  held  by  the
           Custodian  hereunder,  which  are  issued  or issuable only in
           bearer form,  except  such  Securities  as  are  held  in  the
           Book-Entry  System,  shall  be  held  by the Custodian in that
           form; all other Securities held hereunder may be registered in
           the  name  of  the  Fund,  in  the  name of any duly appointed
           registered nominee of the Custodian as the Custodian may  from
           time  to  time  determine,  or  in  the name of the Book-Entry
           System or the Depository or their successor or successors,  or
           their  nominee or nominees.  The Fund agrees to furnish to the
           Custodian appropriate instruments to enable the  Custodian  to
           hold or deliver in proper form for transfer, or to register in
           the name of its registered nominee  or  in  the  name  of  the
           Book-Entry  System  or  the Depository any Securities which it
           may hold  hereunder  and  which  may  from  time  to  time  be
           registered  in the name of the Fund.  The Custodian shall hold
           all such Securities specifically allocated to a  Series  which
           are  not held in the Book-Entry System or in the Depository in
           a separate account in  the  name  of  such  Series  physically
           segregated  at  all  times  from  those of any other person or
           persons. 

                5.   Except as otherwise provided in this  Agreement  and
           unless  otherwise instructed to the contrary by a Certificate,
           the Custodian by itself, or through the use of the  Book-Entry
           System  or  the  Depository  with  respect  to Securities held
           hereunder and therein deposited, shall  with  respect  to  all
           Securities  held  for  the  Fund  hereunder in accordance with
           preceding paragraph 4:

                     (a)  Collect all income due or payable;

                     (b)  Present for payment and collect the amount pay-
           able upon such Securities which are called, but only if either
           (i) the Custodian receives a written notice of such  call,  or
           (ii)  notice  of  such  call  appears  in  one  or more of the
           publications listed in Appendix C annexed hereto, which may be
           amended  at  any  time  by  the  Custodian  without  the prior
           notification or consent of the Fund;

                     (c)  Present for payment and collect the amount pay-
           able upon all Securities which mature;

                     (d)  Surrender  Securities  in  temporary  form  for
           definitive Securities;

                     (e)  Execute, as custodian, any  necessary  declara-
           tions  or  certificates  of ownership under the Federal Income
           Tax Laws or the  laws  or  regulations  of  any  other  taxing
           authority now or hereafter in effect; and

                     (f)  Hold directly, or through the Book-Entry System
           or  the  Depository  with  respect   to   Securities   therein
           deposited, for the account of a Series, all rights and similar

                                        - 7 -






           securities issued with respect to any Securities held  by  the
           Custodian for such Series hereunder.

                6.   Upon receipt of a Certificate and not otherwise, the
           Custodian, directly or  through  the  use  of  the  Book-Entry
           System or the Depository, shall:

                     (a)  Execute  and  deliver to such persons as may be
           designated in such Certificate proxies,  consents,  authoriza-
           tions,  and any other instruments whereby the authority of the
           Fund  as  owner  of  any  Securities  held  by  the  Custodian
           hereunder  for the Series specified in such Certificate may be
           exercised;

                     (b)  Deliver any Securities held  by  the  Custodian
           hereunder  for  the  Series  specified  in such Certificate in
           exchange for other Securities or cash issued or paid  in  con-
           nection  with  the  liquidation,  reorganization, refinancing,
           merger, consolidation or recapitalization of any  corporation,
           or  the  exercise  of any conversion privilege and receive and
           hold hereunder specifically allocated to such Series any  cash
           or other Securities received in exchange;

                     (c)  Deliver  any  Securities  held by the Custodian
           hereunder for the Series specified in such Certificate to  any
           protective committee, reorganization committee or other person
           in connection with the  reorganization,  refinancing,  merger,
           consolidation,  recapitalization  or  sale  of  assets  of any
           corporation, and receive and hold hereunder  specifically  al-
           located  to  such Series such certificates of deposit, interim
           receipts or other instruments or documents as may be issued to
           it to evidence such delivery;

                     (d)  Make  such transfers or exchanges of the assets
           of the Series specified in such  Certificate,  and  take  such
           other  steps  as shall be stated in such Certificate to be for
           the purpose  of  effectuating  any  duly  authorized  plan  of
           liquidation,    reorganization,   merger,   consolidation   or
           recapitalization of the Fund; and

                     (e)  Present for payment and collect the amount pay-
           able upon Securities not described in preceding paragraph 5(b)
           of this Article which  may  be  called  as  specified  in  the
           Certificate. 

                7.   Notwithstanding  any  provision  elsewhere contained
           herein, the Custodian shall not be required to obtain  posses-
           sion of any instrument or certificate representing any Futures
           Contract, any Option, or any  Futures  Contract  Option  until
           after  it  shall  have  determined,  or  shall have received a
           Certificate from the Fund stating, that any  such  instruments
           or  certificates are available.  The Fund shall deliver to the
           Custodian such a Certificate no later than  the  business  day
           preceding   the   availability   of  any  such  instrument  or
           certificate.   Prior to such availability, the Custodian shall

                                        - 8 -






           comply  with  Section  17(f)  of the Investment Company Act of
           1940, as amended,  in  connection  with  the  purchase,  sale,
           settlement,  closing  out or writing of Futures Contracts, Op-
           tions, or Futures  Contract  Options  by  making  payments  or
           deliveries specified in Certificates received by the Custodian
           in connection with any such purchase, sale,  writing,  settle-
           ment or closing out upon its receipt from a broker, dealer, or
           futures commission merchant of  a  statement  or  confirmation
           reasonably  believed  by  the  Custodian  to  be  in  the form
           customarily used by brokers,  dealers,  or  future  commission
           merchants  with respect to such Futures Contracts, Options, or
           Futures Contract Options, as the case may be, confirming  that
           such  Security  is held by such broker, dealer or futures com-
           mission merchant, in book-entry form or otherwise, in the name
           of  the  Custodian  (or  any  nominee  of  the  Custodian)  as
           custodian for the Fund, provided, however, that  notwithstand-
           ing  the  foregoing, payments to or deliveries from the Margin
           Account and payments with respect to  Securities  to  which  a
           Margin  Account  relates, shall be made in accordance with the
           terms  and  conditions  of  the  Margin  Account   Agreement. 
           Whenever  any  such instruments or certificates are available,
           the Custodian shall, notwithstanding  any  provision  in  this
           Agreement  to  the  contrary,  make  payment  for  any Futures
           Contract, Option, or Futures Contract Option  for  which  such
           instruments  or  such  certificates are available only against
           the delivery to the  Custodian  of  such  instrument  or  such
           certificate,  and  deliver  any  Futures  Contract,  Option or
           Futures Contract Option for which  such  instruments  or  such
           certificates   are  available  only  against  receipt  by  the
           Custodian  of  payment  therefor.   Any  such  instrument   or
           certificate  delivered  to  the Custodian shall be held by the
           Custodian hereunder in accordance with, and  subject  to,  the
           provisions of this Agreement. 


                                     ARTICLE IV

                    PURCHASE AND SALE OF INVESTMENTS OF THE FUND
                      OTHER THAN OPTIONS, FUTURES CONTRACTS AND
                              FUTURES CONTRACT OPTIONS

                1.   Promptly  after  each  purchase of Securities by the
           Fund, other than a purchase of an Option, a Futures  Contract,
           or  a  Futures  Contract Option, the Fund shall deliver to the
           Custodian (i) with respect  to  each  purchase  of  Securities
           which are not Money Market Securities, a Certificate, and (ii)
           with respect to each purchase of Money  Market  Securities,  a
           Certificate  or  Oral Instructions, specifying with respect to
           each such purchase: (a) the Series to  which  such  Securities
           are  to  be specifically allocated; (b) the name of the issuer
           and the title of the Securities; (c) the number of  shares  or
           the  principal  amount purchased and accrued interest, if any;
           (d) the date of purchase  and  settlement;  (e)  the  purchase
           price  per  unit;  (f)  the  total  amount  payable  upon such
           purchase; (g) the name of the person from whom or  the  broker

                                        - 9 -






           through  whom  the  purchase  was  made,  and  the name of the
           clearing broker, if any; and (h) the name  of  the  broker  to
           whom payment is to be made.  The Custodian shall, upon receipt
           of Securities purchased by or for the Fund, pay to the  broker
           specified  in  the  Certificate out of the moneys held for the
           account of such Series the  total  amount  payable  upon  such
           purchase,  provided that the same conforms to the total amount
           payable as set forth in such Certificate or Oral Instructions.

                2.   Promptly after each sale of Securities by the  Fund,
           other  than  a  sale  of any Option, Futures Contract, Futures
           Contract Option, or any Reverse Repurchase Agreement, the Fund
           shall  deliver  to the Custodian (i) with respect to each sale
           of  Securities  which  are  not  Money  Market  Securities,  a
           Certificate,  and  (ii)  with  respect  to  each sale of Money
           Market  Securities,  a  Certificate  or   Oral   Instructions,
           specifying  with respect to each such sale:  (a) the Series to
           which such Securities were  specifically  allocated;  (b)  the
           name  of  the  issuer  and  the title of the Security; (c) the
           number  of  shares  or  principal  amount  sold,  and  accrued
           interest, if any; (d) the date of sale; (e) the sale price per
           unit; (f) the total amount payable to the Fund upon such sale;
           (g)  the name of the broker through whom or the person to whom
           the sale was made, and the name of  the  clearing  broker,  if
           any; and (h) the name of the broker to whom the Securities are
           to be delivered.  The Custodian shall deliver  the  Securities
           specifically  allocated to such Series to the broker specified
           in the Certificate against payment upon receipt of  the  total
           amount  payable  to the Fund upon such sale, provided that the
           same conforms to the total amount payable as set forth in such
           Certificate or Oral Instructions. 


                                      ARTICLE V

                                       OPTIONS

                1.   Promptly  after  the  purchase  of any Option by the
           Fund, the Fund shall deliver to the  Custodian  a  Certificate
           specifying  with  respect  to  each  Option purchased: (a) the
           Series to which such Option is specifically allocated; (b) the
           type  of  Option (put or call); (c) the name of the issuer and
           the title and number of shares subject to such Option  or,  in
           the  case  of  a  Stock Index Option, the stock index to which
           such Option relates and the  number  of  Stock  Index  Options
           purchased;  (d)  the  expiration date; (e) the exercise price;
           (f) the dates of purchase and settlement; (g) the total amount
           payable  by the Fund in connection with such purchase; (h) the
           name of the Clearing  Member  through  whom  such  Option  was
           purchased;  and  (i) the name of the broker to whom payment is
           to be made.  The Custodian shall pay, upon receipt of a Clear-
           ing  Member's statement confirming the purchase of such Option
           held by such Clearing Member for the account of the  Custodian
           (or   any   duly  appointed  and  registered  nominee  of  the
           Custodian) as custodian for the Fund, out of moneys  held  for

                                       - 10 -






           the  account  of  the  Series  to  which  such Option is to be
           specifically allocated, the total  amount  payable  upon  such
           purchase  to the Clearing Member through whom the purchase was
           made, provided that the same conforms to the total amount pay-
           able as set forth in such Certificate. 

                2.   Promptly  after  the sale of any Option purchased by
           the Fund pursuant  to  paragraph  1  hereof,  the  Fund  shall
           deliver to the Custodian a Certificate specifying with respect
           to each such sale: (a) the Series to  which  such  Option  was
           specifically  allocated; (b) the type of Option (put or call);
           (c) the name of the issuer and the title and number of  shares
           subject  to  such  Option or, in the case of a Stock Index Op-
           tion, the stock index to which such  Option  relates  and  the
           number  of Stock Index Options sold; (d) the date of sale; (e)
           the sale price; (f) the date  of  settlement;  (g)  the  total
           amount payable to the Fund upon such sale; and (h) the name of
           the Clearing Member through  whom  the  sale  was  made.   The
           Custodian  shall consent to the delivery of the Option sold by
           the Clearing Member which previously supplied the confirmation
           described  in  preceding  paragraph  1  of  this  Article with
           respect to such Option against payment to the Custodian of the
           total  amount  payable  to  the  Fund,  provided that the same
           conforms to the total amount payable  as  set  forth  in  such
           Certificate.

                3.   Promptly  after the exercise by the Fund of any Call
           Option purchased by the Fund pursuant to paragraph  1  hereof,
           the Fund shall deliver to the Custodian a Certificate specify-
           ing with respect to such Call Option: (a) the Series to  which
           such  Call  Option was specifically allocated; (b) the name of
           the issuer and the title and number of shares subject  to  the
           Call Option; (c) the expiration date; (d) the date of exercise
           and settlement; (e) the exercise  price  per  share;  (f)  the
           total  amount  to  be paid by the Fund upon such exercise; and
           (g) the name of the Clearing Member  through  whom  such  Call
           Option  was  exercised.   The Custodian shall, upon receipt of
           the Securities underlying the Call Option which was exercised,
           pay  out  of  the moneys held for the account of the Series to
           which such Call Option was specifically  allocated  the  total
           amount  payable  to  the Clearing Member through whom the Call
           Option was exercised, provided that the same conforms  to  the
           total amount payable as set forth in such Certificate.

                4.   Promptly  after  the exercise by the Fund of any Put
           Option purchased by the Fund pursuant to paragraph  1  hereof,
           the Fund shall deliver to the Custodian a Certificate specify-
           ing with respect to such Put Option: (a) the Series  to  which
           such  Put  Option  was specifically allocated; (b) the name of
           the issuer and the title and number of shares subject  to  the
           Put  Option; (c) the expiration date; (d) the date of exercise
           and settlement; (e) the exercise  price  per  share;  (f)  the
           total  amount  to  be paid to the Fund upon such exercise; and
           (g) the name of the Clearing Member through whom such Put  Op-
           tion  was  exercised. The Custodian shall, upon receipt of the

                                       - 11 -






           amount payable upon the exercise of the Put Option, deliver or
           direct  the  Depository to deliver the Securities specifically
           allocated to such Series, provided the same  conforms  to  the
           amount payable to the Fund as set forth in such Certificate.

                5.   Promptly after the exercise by the Fund of any Stock
           Index Option purchased by the Fund  pursuant  to  paragraph  1
           hereof,  the Fund shall deliver to the Custodian a Certificate
           specifying with respect to such Stock Index  Option:  (a)  the
           Series  to  which such Stock Index Option was specifically al-
           located; (b) the type of Stock Index Option (put or call); (c)
           the  number of Options being exercised; (d) the stock index to
           which such Option relates; (e) the expiration  date;  (f)  the
           exercise  price;  (g)  the  total amount to be received by the
           Fund in connection with such exercise; and  (h)  the  Clearing
           Member from whom such payment is to be received.

                6.   Whenever  the Fund writes a Covered Call Option, the
           Fund shall promptly deliver to  the  Custodian  a  Certificate
           specifying  with  respect to such Covered Call Option: (a) the
           Series for which such Covered Call Option was written; (b) the
           name  of  the  issuer  and  the title and number of shares for
           which the Covered Call Option was written and  which  underlie
           the same; (c) the expiration date; (d) the exercise price; (e)
           the premium to be received by the  Fund;  (f)  the  date  such
           Covered  Call  Option  was  written;  and  (g) the name of the
           Clearing Member through whom the premium is to  be  received. 
           The  Custodian  shall  deliver  or  cause  to be delivered, in
           exchange  for  receipt  of  the  premium  specified   in   the
           Certificate  with  respect  to  such Covered Call Option, such
           receipts as  are  required  in  accordance  with  the  customs
           prevailing  among Clearing Members dealing in Covered Call Op-
           tions and shall impose, or direct the  Depository  to  impose,
           upon  the  underlying  Securities specified in the Certificate
           specifically allocated to such Series such restrictions as may
           be  required by such receipts.  Notwithstanding the foregoing,
           the Custodian has the right, upon prior  written  notification
           to  the  Fund, at any time to refuse to issue any receipts for
           Securities  in  the  possession  of  the  Custodian  and   not
           deposited  with  the  Depository underlying a Covered Call Op-
           tion. 

                7.   Whenever a Covered Call Option written by  the  Fund
           and  described  in  the preceding paragraph of this Article is
           exercised, the Fund shall promptly deliver to the Custodian  a
           Certificate instructing the Custodian to deliver, or to direct
           the Depository to deliver,  the  Securities  subject  to  such
           Covered  Call  Option and specifying: (a) the Series for which
           such Covered Call Option was written; (b) the name of the  is-
           suer and the title and number of shares subject to the Covered
           Call Option; (c) the Clearing Member to  whom  the  underlying
           Securities  are to be delivered; and (d) the total amount pay-
           able to the Fund upon such delivery.  Upon the  return  and/or
           cancellation of any receipts delivered pursuant to paragraph 6
           of this Article, the Custodian shall deliver,  or  direct  the

                                       - 12 -






           Depository  to deliver, the underlying Securities as specified
           in the  Certificate  against  payment  of  the  amount  to  be
           received as set forth in such Certificate. 

                8.   Whenever  the  Fund  writes  a  Put Option, the Fund
           shall promptly deliver to the Custodian a Certificate specify-
           ing with respect to such Put Option:  (a) the Series for which
           such Put Option was written; (b) the name of  the  issuer  and
           the  title  and  number  of shares for which the Put Option is
           written and which underlie the same; (c) the expiration  date;
           (d)  the exercise price; (e) the premium to be received by the
           Fund; (f) the date such Put Option is written; (g) the name of
           the Clearing Member through whom the premium is to be received
           and to whom a Put Option guarantee letter is to be  delivered;
           (h)  the amount of cash, and/or the amount and kind of Securi-
           ties, if any, specifically allocated  to  such  Series  to  be
           deposited  in the Senior Security Account for such Series; and
           (i) the amount of cash and/or the amount and kind  of  Securi-
           ties  specifically  allocated  to  such Series to be deposited
           into the Collateral Account for such  Series.   The  Custodian
           shall,  after  making the deposits into the Collateral Account
           specified in the Certificate, issue  a  Put  Option  guarantee
           letter  substantially in the form utilized by the Custodian on
           the date hereof, and deliver the same to the  Clearing  Member
           specified  in  the  Certificate against receipt of the premium
           specified in said Certificate.  Notwithstanding the foregoing,
           the  Custodian  shall  be under no obligation to issue any Put
           Option guarantee letter or similar document if it is unable to
           make any of the representations contained therein. 

                9.   Whenever  a  Put  Option  written  by  the  Fund and
           described in the preceding paragraph is  exercised,  the  Fund
           shall promptly deliver to the Custodian a Certificate specify-
           ing: (a) the Series to which such Put Option was written;  (b)
           the  name of the issuer and title and number of shares subject
           to the Put Option; (c)  the  Clearing  Member  from  whom  the
           underlying Securities are to be received; (d) the total amount
           payable by the Fund upon such delivery; (e) the amount of cash
           and/or  the  amount  and  kind  of Securities specifically al-
           located to such Series to be  withdrawn  from  the  Collateral
           Account  for such Series and (f) the amount of cash and/or the
           amount and kind of Securities, specifically allocated to  such
           Series,  if  any, to be withdrawn from the Senior Security Ac-
           count.   Upon the return and/or cancellation of any Put Option
           guarantee  letter  or similar document issued by the Custodian
           in connection with such Put Option, the  Custodian  shall  pay
           out  of the moneys held for the account of the Series to which
           such Put Option was specifically allocated  the  total  amount
           payable to the Clearing Member specified in the Certificate as
           set forth in such Certificate against delivery of such Securi-
           ties,  and  shall  make  the  withdrawals  specified  in  such
           Certificate. 

                10.  Whenever the Fund writes a Stock Index  Option,  the
           Fund  shall  promptly  deliver  to the Custodian a Certificate

                                       - 13 -






           specifying with respect to such Stock Index  Option:  (a)  the
           Series  for  which  such  Stock  Index Option was written; (b)
           whether such Stock Index Option is a put or a  call;  (c)  the
           number  of  options written; (d) the stock index to which such
           Option relates; (e) the  expiration  date;  (f)  the  exercise
           price;  (g)  the  Clearing Member through whom such Option was
           written; (h) the premium to be received by the Fund;  (i)  the
           amount  of  cash  and/or the amount and kind of Securities, if
           any, specifically allocated to such Series to be deposited  in
           the Senior Security Account for such Series; (j) the amount of
           cash and/or  the  amount  and  kind  of  Securities,  if  any,
           specifically  allocated  to such Series to be deposited in the
           Collateral Account for such Series; and (k) the amount of cash
           and/or the amount and kind of Securities, if any, specifically
           allocated to such Series to be deposited in a Margin  Account,
           and  the  name  in  which  such  account  is to be or has been
           established.  The Custodian shall, upon receipt of the premium
           specified  in the Certificate, make the deposits, if any, into
           the Senior Security Account specified in the Certificate,  and
           either  (1) deliver such receipts, if any, which the Custodian
           has specifically agreed to issue, which are in accordance with
           the  customs  prevailing among Clearing Members in Stock Index
           Options and make the  deposits  into  the  Collateral  Account
           specified  in  the  Certificate, or (2) make the deposits into
           the Margin Account specified in the Certificate. 

                11.  Whenever a Stock Index Option written  by  the  Fund
           and  described  in  the preceding paragraph of this Article is
           exercised, the Fund shall promptly deliver to the Custodian  a
           Certificate  specifying  with  respect to such Stock Index Op-
           tion: (a) the Series for which such  Stock  Index  Option  was
           written;  (b) such information as may be necessary to identify
           the Stock Index  Option  being  exercised;  (c)  the  Clearing
           Member   through   whom  such  Stock  Index  Option  is  being
           exercised; (d) the total amount payable  upon  such  exercise,
           and  whether  such amount is to be paid by or to the Fund; (e)
           the amount of cash and/or amount and kind  of  Securities,  if
           any,  to  be  withdrawn  from  the Margin Account; and (f) the
           amount of cash and/or amount and kind of Securities,  if  any,
           to  be  withdrawn  from  the  Senior Security Account for such
           Series; and the amount of cash and/or the amount and  kind  of
           Securities,  if  any,  to be withdrawn from the Collateral Ac-
           count for such Series.  Upon the return and/or cancellation of
           the  receipt,  if  any,  delivered  pursuant  to the preceding
           paragraph of this Article, the Custodian shall pay out of  the
           moneys  held for the account of the Series to which such Stock
           Index Option was specifically allocated to the Clearing Member
           specified in the Certificate the total amount payable, if any,
           as specified therein. 

                12.  Whenever the Fund purchases any Option identical  to
           a  previously  written Option described in paragraphs, 6, 8 or
           10 of this Article in a transaction expressly designated as  a
           "Closing Purchase Transaction" in order to liquidate its posi-
           tion as a writer of an Option, the Fund shall promptly deliver

                                       - 14 -






           to  the Custodian a Certificate specifying with respect to the
           Option being purchased: (a) that the transaction is a  Closing
           Purchase  Transaction; (b) the Series for which the Option was
           written; (c) the name of the issuer and the title  and  number
           of  shares  subject  to the Option, or, in the case of a Stock
           Index Option, the stock index to which such Option relates and
           the  number  of  Options held; (d) the exercise price; (e) the
           premium to be paid by the Fund; (f) the expiration  date;  (g)
           the  type  of  Option  (put  or  call);  (h)  the date of such
           purchase; (i) the name of the  Clearing  Member  to  whom  the
           premium  is  to be paid; and (j) the amount of cash and/or the
           amount and kind of Securities, if any, to  be  withdrawn  from
           the  Collateral  Account,  a  specified Margin Account, or the
           Senior Security Account for such Series.  Upon the Custodian's
           payment  of  the premium and the return and/or cancellation of
           any receipt issued pursuant to paragraphs 6, 8 or 10  of  this
           Article  with  respect  to the Option being liquidated through
           the Closing Purchase Transaction, the Custodian shall  remove,
           or  direct  the  Depository  to remove, the previously imposed
           restrictions on the Securities underlying the Call Option. 

                13.  Upon the expiration, exercise or consummation  of  a
           Closing  Purchase  Transaction  with  respect  to  any  Option
           purchased or  written  by  the  Fund  and  described  in  this
           Article,  the  Custodian  shall  delete  such  Option from the
           statements delivered to  the  Fund  pursuant  to  paragraph  3
           Article III herein, and upon the return and/or cancellation of
           any  receipts  issued  by  the  Custodian,  shall  make   such
           withdrawals  from  the  Collateral Account, and the Margin Ac-
           count and/or the Senior Security Account as may  be  specified
           in  a Certificate received in connection with such expiration,
           exercise, or consummation.


                                     ARTICLE VI

                                  FUTURES CONTRACTS

                1.   Whenever  the  Fund  shall  enter  into  a   Futures
           Contract,   the   Fund   shall  deliver  to  the  Custodian  a
           Certificate specifying with respect to such Futures  Contract,
           (or   with   respect   to  any  number  of  identical  Futures
           Contract(s)): (a) the Series for which the Futures Contract is
           being  entered; (b) the category of Futures Contract (the name
           of the underlying stock index or  financial  instrument);  (c)
           the  number  of  identical Futures Contracts entered into; (d)
           the delivery or settlement date of  the  Futures  Contract(s);
           (e)  the  date the Futures Contract(s) was (were) entered into
           and the maturity date; (f) whether the Fund is  buying  (going
           long)  or  selling  (going short) on such Futures Contract(s);
           (g) the amount of cash and/or the amount and kind  of  Securi-
           ties,  if  any, to be deposited in the Senior Security Account
           for such Series; (h)  the  name  of  the  broker,  dealer,  or
           futures  commission merchant through whom the Futures Contract
           was entered into; and (i) the amount of fee or commission,  if

                                       - 15 -






           any, to be paid and the name of the broker, dealer, or futures
           commission merchant to whom such amount is to  be  paid.   The
           Custodian  shall  make the deposits, if any, to the Margin Ac-
           count in accordance with  the  terms  and  conditions  of  the
           Margin  Account  Agreement.   The Custodian shall make payment
           out of the moneys specifically allocated to such Series of the
           fee  or  commission,  if any, specified in the Certificate and
           deposit in the Senior Security Account  for  such  Series  the
           amount  of  cash  and/or  the  amount  and  kind of Securities
           specified in said Certificate.

                2.   (a)  Any variation margin payment or similar payment
           required  to  be  made  by  the  Fund  to a broker, dealer, or
           futures commission merchant with  respect  to  an  outstanding
           Futures Contract, shall be made by the Custodian in accordance
           with the terms and conditions of  the  Margin  Account  Agree-
           ment. 

                     (b)  Any variation margin payment or similar payment
           from a broker, dealer, or futures commission merchant  to  the
           Fund with respect to an outstanding Futures Contract, shall be
           received and dealt with by the Custodian  in  accordance  with
           the terms and conditions of the Margin Account Agreement. 

                3.   Whenever  a  Futures  Contract held by the Custodian
           hereunder is retained by the Fund until delivery or settlement
           is  made  on  such Futures Contract, the Fund shall deliver to
           the  Custodian  a  Certificate  specifying:  (a)  the  Futures
           Contract  and  the  Series to which the same relates; (b) with
           respect to a Stock Index  Futures  Contract,  the  total  cash
           settlement  amount to be paid or received, and with respect to
           a Financial Futures Contract, the Securities and/or amount  of
           cash  to  be delivered or received; (c) the broker, dealer, or
           futures  commission  merchant  to  or  from  whom  payment  or
           delivery is to be made or received; and (d) the amount of cash
           and/or Securities to be withdrawn  from  the  Senior  Security
           Account for such Series.  The Custodian shall make the payment
           or delivery specified in  the  Certificate,  and  delete  such
           Futures  Contract  from  the  statements delivered to the Fund
           pursuant to paragraph 3 of Article III herein. 

                4.   Whenever  the  Fund  shall  enter  into  a   Futures
           Contract  to  offset  a Futures Contract held by the Custodian
           hereunder,  the  Fund  shall  deliver  to  the   Custodian   a
           Certificate  specifying: (a) the items of information required
           in a Certificate described in paragraph 1 of this Article, and
           (b)  the  Futures  Contract being offset.  The Custodian shall
           make payment out of the money specifically allocated  to  such
           Series  of  the  fee  or  commission, if any, specified in the
           Certificate and delete the Futures Contract being offset  from
           the  statements  delivered to the Fund pursuant to paragraph 3
           of Article III herein, and  make  such  withdrawals  from  the
           Senior Security Account for such Series as may be specified in
           such Certificate.  The withdrawals, if any, to  be  made  from


                                       - 16 -






           the  Margin  Account  shall  be  made  by the Custodian in ac-
           cordance with the terms and conditions of the  Margin  Account
           Agreement.


                                     ARTICLE VII

                              FUTURES CONTRACT OPTIONS

                1.   Promptly  after the purchase of any Futures Contract
           Option by the Fund, the Fund shall  promptly  deliver  to  the
           Custodian  a  Certificate  specifying  with  respect  to  such
           Futures Contract Option: (a) the Series to which  such  Option
           is  specifically  allocated;  (b) the type of Futures Contract
           Option (put or call); (c) the type  of  Futures  Contract  and
           such  other  information  as  may be necessary to identify the
           Futures  Contract  underlying  the  Futures  Contract   Option
           purchased;  (d)  the  expiration date; (e) the exercise price;
           (f) the dates of purchase and settlement; (g)  the  amount  of
           premium  to  be  paid  by the Fund upon such purchase; (h) the
           name of the broker or futures commission merchant through whom
           such  option was purchased; and (i) the name of the broker, or
           futures commission merchant, to whom payment is to  be  made. 
           The  Custodian  shall  pay  out of the moneys specifically al-
           located to such Series, the total amount to be paid upon  such
           purchase to the broker or futures commissions merchant through
           whom the purchase was made, provided that the same conforms to
           the amount set forth in such Certificate.

                2.   Promptly  after the sale of any Futures Contract Op-
           tion purchased by the Fund pursuant to paragraph 1 hereof, the
           Fund  shall  promptly  deliver  to the Custodian a Certificate
           specifying with respect to each such sale: (a) Series to which
           such  Futures  Contract Option was specifically allocated; (b)
           the type of Future Contract Option (put or call); (c) the type
           of  Futures  Contract  and  such  other  information as may be
           necessary to identify  the  Futures  Contract  underlying  the
           Futures  Contract  Option;  (d) the date of sale; (e) the sale
           price; (f) the date of settlement; (g) the total  amount  pay-
           able  to  the  Fund  upon  such  sale; and (h) the name of the
           broker of futures commission merchant through  whom  the  sale
           was  made.  The Custodian shall consent to the cancellation of
           the Futures Contract Option being closed  against  payment  to
           the  Custodian  of  the  total  amount  payable  to  the Fund,
           provided the same conforms to the total amount payable as  set
           forth in such Certificate. 

                3.   Whenever  a Futures Contract Option purchased by the
           Fund pursuant to paragraph 1 is exercised  by  the  Fund,  the
           Fund  shall  promptly  deliver  to the Custodian a Certificate
           specifying: (a) the Series to which such Futures Contract  Op-
           tion  was  specifically  allocated; (b) the particular Futures
           Contract Option (put or call) being exercised; (c) the type of
           Futures  Contract  underlying the Futures Contract Option; (d)
           the date of exercise; (e) the name of the  broker  or  futures

                                       - 17 -






           commission  merchant  through whom the Futures Contract Option
           is exercised; (f) the net total amount, if any, payable by the
           Fund;  (g) the amount, if any, to be received by the Fund; and
           (h) the amount of cash and/or the amount and kind  of  Securi-
           ties  to  be deposited in the Senior Security Account for such
           Series.  The Custodian shall  make,  out  of  the  moneys  and
           Securities  specifically  allocated  to  such Series, the pay-
           ments, if any, and the  deposits,  if  any,  into  the  Senior
           Security   Account  as  specified  in  the  Certificate.   The
           deposits, if any, to be made to the Margin  Account  shall  be
           made  by the Custodian in accordance with the terms and condi-
           tions of the Margin Account Agreement. 

                4.   Whenever the Fund writes a Futures Contract  Option,
           the Fund shall promptly deliver to the Custodian a Certificate
           specifying with respect to such Futures Contract  Option:  (a)
           the Series for which such Futures Contract Option was written;
           (b) the type of Futures Contract Option (put or call); (c) the
           type  of Futures Contract and such other information as may be
           necessary to identify  the  Futures  Contract  underlying  the
           Futures  Contract  Option;  (d)  the  expiration date; (e) the
           exercise price; (f) the premium to be received  by  the  Fund;
           (g)  the  name  of  the  broker or futures commission merchant
           through whom the premium is to be received; and (h) the amount
           of  cash  and/or the amount and kind of Securities, if any, to
           be deposited in the Senior Security Account for such  Series. 
           The  Custodian shall, upon receipt of the premium specified in
           the  Certificate,  make  out  of  the  moneys  and  Securities
           specifically  allocated  to  such Series the deposits into the
           Senior  Security  Account,  if  any,  as  specified   in   the
           Certificate.   The  deposits, if any, to be made to the Margin
           Account shall be made by the Custodian in accordance with  the
           terms and conditions of the Margin Account Agreement. 

                5.   Whenever  a  Futures  Contract Option written by the
           Fund which is a call is exercised,  the  Fund  shall  promptly
           deliver  to  the  Custodian  a Certificate specifying: (a) the
           Series to which such Futures Contract Option was  specifically
           allocated;   (b)   the   particular  Futures  Contract  Option
           exercised; (c) the type of  Futures  Contract  underlying  the
           Futures Contract Option; (d) the name of the broker or futures
           commission merchant through whom such Futures Contract  Option
           was  exercised;  (e)  the net total amount, if any, payable to
           the Fund upon such exercise; (f) the net total amount, if any,
           payable  by the Fund upon such exercise; and (g) the amount of
           cash and/or the amount and kind of Securities to be  deposited
           in the Senior Security Account for such Series.  The Custodian
           shall, upon its receipt of the net total amount payable to the
           Fund, if any, specified in such Certificate make the payments,
           if any, and the deposits, if any,  into  the  Senior  Security
           Account as specified in the Certificate. The deposits, if any,
           to be made  to  the  Margin  Account  shall  be  made  by  the
           Custodian  in  accordance with the terms and conditions of the
           Margin Account Agreement. 


                                       - 18 -






                6.   Whenever a Futures Contract Option which is  written
           by  the  Fund  and which is a put is exercised, the Fund shall
           promptly deliver to the Custodian  a  Certificate  specifying:
           (a)  the  Series  to  which  such  Option was specifically al-
           located; (b) the particular Futures Contract Option exercised;
           (c)  the  type  of  Futures  Contract  underlying such Futures
           Contract Option; (d) the name of the broker or futures commis-
           sion  merchant  through  whom  such Futures Contract Option is
           exercised; (e) the net total amount, if any,  payable  to  the
           Fund  upon  such  exercise;  (f) the net total amount, if any,
           payable by the Fund upon such exercise; and (g) the amount and
           kind  of  Securities  and/or  cash  to  be  withdrawn  from or
           deposited in, the Senior Security Account for such Series,  if
           any.   The  Custodian shall, upon its receipt of the net total
           amount  payable  to  the  Fund,  if  any,  specified  in   the
           Certificate,   make   out   of   the   moneys  and  Securities
           specifically allocated to such Series, the payments,  if  any,
           and  the deposits, if any, into the Senior Security Account as
           specified  in  the  Certificate.   The  deposits   to   and/or
           withdrawals  from the Margin Account, if any, shall be made by
           the Custodian in accordance with the terms and  conditions  of
           the Margin Account Agreement. 

                7.   Whenever  the  Fund  purchases  any Futures Contract
           Option identical to a previously written Futures Contract  Op-
           tion described in this Article in order to liquidate its posi-
           tion as a writer of such Futures  Contract  Option,  the  Fund
           shall promptly deliver to the Custodian a Certificate specify-
           ing  with  respect  to  the  Futures  Contract  Option   being
           purchased: (a) the Series to which such Option is specifically
           allocated; (b) that the transaction is a closing  transaction;
           (c)  the type of Future Contract and such other information as
           may be necessary to identify the Futures  Contract  underlying
           the  Futures  Option Contract; (d) the exercise price; (e) the
           premium to be paid by the Fund; (f) the expiration  date;  (g)
           the  name of the broker or futures commission merchant to whom
           the premium is to be paid; and (h) the amount of  cash  and/or
           the  amount  and  kind  of Securities, if any, to be withdrawn
           from  the  Senior  Security  Account  for  such  Series.   The
           Custodian   shall  effect  the  withdrawals  from  the  Senior
           Security Account specified in the Certificate.  The  withdraw-
           als,  if any, to be made from the Margin Account shall be made
           by the Custodian in accordance with the terms  and  conditions
           of the Margin Account Agreement. 

                8.   Upon  the expiration, exercise, or consummation of a
           closing transaction with respect to, any Futures Contract  Op-
           tion  written  or  purchased by the Fund and described in this
           Article, the Custodian shall (a) delete such Futures  Contract
           Option  from  the statements delivered to the Fund pursuant to
           paragraph 3 of Article III herein and, (b) make such withdraw-
           als  from and/or in the case of an exercise such deposits into
           the  Senior  Security  Account  as  may  be  specified  in   a
           Certificate.   The  deposits  to  and/or  withdrawals from the


                                       - 19 -






           Margin Account, if any, shall be made by the Custodian in  ac-
           cordance  with  the terms and conditions of the Margin Account
           Agreement. 

                9.   Futures Contracts acquired by the Fund  through  the
           exercise  of  a  Futures  Contract  Option  described  in this
           Article shall be subject to Article VI hereof.


                                    ARTICLE VIII

                                     SHORT SALES

                1.   Promptly after any short sales by any Series of  the
           Fund,  the  Fund  shall  promptly  deliver  to the Custodian a
           Certificate specifying: (a) the Series for  which  such  short
           sale was made; (b) the name of the issuer and the title of the
           Security; (c) the number of shares or principal  amount  sold,
           and  accrued  interest  or dividends, if any; (d) the dates of
           the sale and settlement; (e) the sale price per unit; (f)  the
           total  amount credited to the Fund upon such sale, if any, (g)
           the amount of cash and/or the amount and kind  of  Securities,
           if  any, which are to be deposited in a Margin Account and the
           name in which such  Margin  Account  has  been  or  is  to  be
           established; (h) the amount of cash and/or the amount and kind
           of Securities, if any, to be deposited in  a  Senior  Security
           Account,  and  (i)  the  name  of the broker through whom such
           short sale was made.  The Custodian shall upon its receipt  of
           a statement from such broker confirming such sale and that the
           total amount credited to the Fund upon such sale, if  any,  as
           specified  in  the  Certificate is held by such broker for the
           account of the Custodian (or any nominee of the Custodian)  as
           custodian  of  the  Fund, issue a receipt or make the deposits
           into the  Margin  Account  and  the  Senior  Security  Account
           specified in the Certificate. 

                2.   In  connection  with  the  closing-out  of any short
           sale, the Fund shall  promptly  deliver  to  the  Custodian  a
           Certificate  specifying with respect to each such closing out:
           (a)  the Series for which such transaction is being made;  (b)
           the  name of the issuer and the title of the Security; (c) the
           number of shares or the principal amount, and accrued interest
           or  dividends,  if any, required to effect such closing-out to
           be delivered to the broker; (d) the dates of  closing-out  and
           settlement; (e) the purchase price per unit; (f) the net total
           amount payable to the Fund upon such closing-out; (g) the  net
           total  amount payable to the broker upon such closing-out; (h)
           the amount of cash and the amount and kind of Securities to be
           withdrawn,  if any, from the Margin Account; (i) the amount of
           cash and/or the amount and kind of Securities, if any,  to  be
           withdrawn  from  the Senior Security Account; and (j) the name
           of  the  broker  through  whom  the  Fund  is  effecting  such
           closing-out.   The  Custodian  shall,  upon receipt of the net
           total amount payable to the Fund upon  such  closing-out,  and
           the return and/or cancellation of the receipts, if any, issued

                                       - 20 -






           by  the  Custodian  with  respect  to  the  short  sale  being
           closed-out,  pay out of the moneys held for the account of the
           Fund to the broker the net total amount payable to the broker,
           and  make  the  withdrawals  from  the  Margin Account and the
           Senior Security Account, as the  same  are  specified  in  the
           Certificate. 


                                     ARTICLE IX

                            REVERSE REPURCHASE AGREEMENTS

                1.   Promptly  after the Fund enters a Reverse Repurchase
           Agreement with respect to Securities and  money  held  by  the
           Custodian hereunder, the Fund shall deliver to the Custodian a
           Certificate, or in the event such Reverse Repurchase Agreement
           is a Money Market Security, a Certificate or Oral Instructions
           specifying: (a) the Series for which  the  Reverse  Repurchase
           Agreement is entered; (b) the total amount payable to the Fund
           in connection  with  such  Reverse  Repurchase  Agreement  and
           specifically  allocated  to  such  Series;  (c)  the broker or
           dealer through or with whom the Reverse  Repurchase  Agreement
           is  entered;  (d)  the  amount  and  kind  of Securities to be
           delivered by the Fund to such broker or dealer; (e)  the  date
           of  such  Reverse  Repurchase Agreement; and (f) the amount of
           cash and/or  the  amount  and  kind  of  Securities,  if  any,
           specifically  allocated  to  such  Series to be deposited in a
           Senior Security Account for such  Series  in  connection  with
           such  Reverse Repurchase Agreement.  The Custodian shall, upon
           receipt of the total amount payable to the Fund  specified  in
           the  Certificate or Oral Instructions make the delivery to the
           broker or dealer, and the deposits,  if  any,  to  the  Senior
           Security  Account,  specified  in  such  Certificate  or  Oral
           Instructions. 

                2.   Upon the termination of a Reverse Repurchase  Agree-
           ment  described  in preceding paragraph 1 of this Article, the
           Fund shall promptly deliver a Certificate  or,  in  the  event
           such  Reverse Repurchase Agreement is a Money Market Security,
           a  Certificate  or  Oral   Instructions   to   the   Custodian
           specifying:   (a)   the  Reverse  Repurchase  Agreement  being
           terminated and the Series for which same was entered; (b)  the
           total  amount  payable  by  the  Fund  in connection with such
           termination; (c) the amount  and  kind  of  Securities  to  be
           received by the Fund and specifically allocated to such Series
           in connection with such termination; (d) the date of  termina-
           tion;  (e)  the  name  of the broker or dealer with or through
           whom the Reverse Repurchase Agreement is to be terminated; and
           (f)  the  amount of cash and/or the amount and kind of Securi-
           ties to be withdrawn from the Senior  Securities  Account  for
           such  Series.  The Custodian shall, upon receipt of the amount
           and kind of Securities to be received by the Fund specified in
           the  Certificate or Oral Instructions, make the payment to the
           broker or dealer, and the withdrawals, if any, from the Senior


                                       - 21 -






           Security  Account,  specified  in  such  Certificate  or  Oral
           Instructions. 


                                      ARTICLE X

                      LOAN OF PORTFOLIO SECURITIES OF THE FUND

                1.   Promptly after each  loan  of  portfolio  Securities
           specifically  allocated  to  a  Series  held  by the Custodian
           hereunder, the Fund shall deliver or cause to be delivered  to
           the  Custodian  a  Certificate specifying with respect to each
           such loan:  (a) the Series to which the loaned Securities  are
           specifically  allocated;  (b)  the  name of the issuer and the
           title of the Securities, (c)  the  number  of  shares  or  the
           principal  amount  loaned,  (d) the date of loan and delivery,
           (e) the total amount to be delivered to the Custodian  against
           the  loan of the Securities, including the amount of cash col-
           lateral and the premium, if any,  separately  identified,  and
           (f)  the  name of the broker, dealer, or financial institution
           to which the loan was made.  The Custodian shall  deliver  the
           Securities  thus designated to the broker, dealer or financial
           institution to which the loan was made  upon  receipt  of  the
           total amount designated as to be delivered against the loan of
           Securities.  The Custodian may accept  payment  in  connection
           with  a  delivery otherwise than through the Book-Entry System
           or Depository  only  in  the  form  of  a  certified  or  bank
           cashier's  check  payable  to  the  order  of  the Fund or the
           Custodian drawn on New  York  Clearing  House  funds  and  may
           deliver  Securities  in accordance with the customs prevailing
           among dealers in securities.

                2.   Promptly after  each  termination  of  the  loan  of
           Securities  by the Fund, the Fund shall deliver or cause to be
           delivered to  the  Custodian  a  Certificate  specifying  with
           respect  to  each  such loan termination and return of Securi-
           ties:  (a) the Series  to  which  the  loaned  Securities  are
           specifically  allocated;  (b)  the  name of the issuer and the
           title of the Securities to be  returned,  (c)  the  number  of
           shares or the principal amount to be returned, (d) the date of
           termination, (e) the total  amount  to  be  delivered  by  the
           Custodian  (including  the cash collateral for such Securities
           minus  any   offsetting   credits   as   described   in   said
           Certificate),  and  (f)  the  name  of  the broker, dealer, or
           financial  institution  from  which  the  Securities  will  be
           returned.  The Custodian shall receive all Securities returned
           from the broker, dealer, or  financial  institution  to  which
           such  Securities  were  loaned  and upon receipt thereof shall
           pay, out of the moneys held for the account of the  Fund,  the
           total  amount  payable  upon  such return of Securities as set
           forth in the Certificate.





                                       - 22 -






                                     ARTICLE XI

                     CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY
                          ACCOUNTS, AND COLLATERAL ACCOUNTS

                1.   The Custodian shall, from time to  time,  make  such
           deposits to, or withdrawals from, a Senior Security Account as
           specified in a Certificate received by  the  Custodian.   Such
           Certificate shall specify the Series for which such deposit or
           withdrawal is to be made and the amount  of  cash  and/or  the
           amount  and  kind of Securities specifically allocated to such
           Series to be deposited in,  or  withdrawn  from,  such  Senior
           Security  Account for such Series.  In the event that the Fund
           fails to specify in a Certificate the Series, the name of  the
           issuer,  the  title  and the number of shares or the principal
           amount of any particular Securities to  be  deposited  by  the
           Custodian  into,  or  withdrawn  from, a Senior Securities Ac-
           count, the Custodian shall be under no obligation to make  any
           such deposit or withdrawal and shall so notify the Fund.

                2.   The Custodian shall make deliveries or payments from
           a Margin Account to the  broker,  dealer,  futures  commission
           merchant  or  Clearing  Member  in  whose  name,  or for whose
           benefit, the account  was  established  as  specified  in  the
           Margin Account Agreement. 

                3.   Amounts  received  by  the  Custodian as payments or
           distributions with respect  to  Securities  deposited  in  any
           Margin  Account  shall  be  dealt  with in accordance with the
           terms and conditions of the Margin Account Agreement. 

                4.   The Custodian  shall  have  a  continuing  lien  and
           security  interest  in and to any property at any time held by
           the Custodian in any Collateral Account described herein.   In
           accordance  with  applicable law the Custodian may enforce its
           lien and realize on any such property whenever  the  Custodian
           has  made  payment  or  delivery  pursuant  to  any Put Option
           guarantee letter or similar document  or  any  receipt  issued
           hereunder by the Custodian.  In the event the Custodian should
           realize on any such property net proceeds which are less  than
           the  Custodian's  obligations  under  any Put Option guarantee
           letter or similar document or  any  receipt,  such  deficiency
           shall  be  a  debt  owed  the Custodian by the Fund within the
           scope of Article XIV herein. 

                5.   On each business day the Custodian shall furnish the
           Fund  with  a statement with respect to each Margin Account in
           which money or Securities are held specifying as of the  close
           of  business on the previous business day: (a) the name of the
           Margin Account; (b) the amount and  kind  of  Securities  held
           therein;  and  (c)  the  amount  of  money  held therein.  The
           Custodian shall make available upon  request  to  any  broker,
           dealer,  or  futures commission merchant specified in the name
           of a Margin Account a copy of the statement furnished the Fund
           with respect to such Margin Account. 

                                       - 23 -






                6.   Promptly  after  the close of business on each busi-
           ness day in which cash and/or Securities are maintained  in  a
           Collateral Account for any Series, the Custodian shall furnish
           the Fund with a statement with respect to such Collateral  Ac-
           count specifying the amount of cash and/or the amount and kind
           of Securities held therein.  No later than the close of  busi-
           ness  next  succeeding the delivery to the Fund of such state-
           ment, the Fund shall furnish to the  Custodian  a  Certificate
           specifying  the  then market value of the Securities described
           in such statement.  In the event such  then  market  value  is
           indicated  to  be  less  than  the Custodian's obligation with
           respect to any outstanding  Put  Option  guarantee  letter  or
           similar  document,  the  Fund  shall  promptly  specify  in  a
           Certificate  the  additional  cash  and/or  Securities  to  be
           deposited   in  such  Collateral  Account  to  eliminate  such
           deficiency. 


                                     ARTICLE XII

                        PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

                1.   The Fund shall furnish to the Custodian  a  copy  of
           the resolution of the Board of Trustees of the Fund, certified
           by the Secretary, the Clerk, any Assistant  Secretary  or  any
           Assistant  Clerk, either (i) setting forth with respect to the
           Series specified therein the date  of  the  declaration  of  a
           dividend  or  distribution,  the  date of payment thereof, the
           record date as of which shareholders entitled to payment shall
           be  determined, the amount payable per Share of such Series to
           the shareholders of record as  of  that  date  and  the  total
           amount  payable  to  the  Dividend  Agent and any sub-dividend
           agent or co-dividend agent of the Fund on the payment date, or
           (ii)  authorizing with respect to the Series specified therein
           the declaration of dividends  and  distributions  on  a  daily
           basis  and  authorizing the Custodian to rely on Oral Instruc-
           tions  or  a  Certificate  setting  forth  the  date  of   the
           declaration  of  such  dividend  or  distribution, the date of
           payment thereof, the record  date  as  of  which  shareholders
           entitled  to  payment  shall be determined, the amount payable
           per Share of such Series to the shareholders of record  as  of
           that  date  and the total amount payable to the Dividend Agent
           on the payment date.

                2.   Upon the payment date specified in such  resolution,
           Oral  Instructions  or  Certificate,  as  the case may be, the
           Custodian shall pay out of the moneys held for the account  of
           each Series the total amount payable to the Dividend Agent and
           any sub-dividend agent or co-dividend agent of the  Fund  with
           respect to such Series. 






                                       - 24 -






                                    ARTICLE XIII

                            SALE AND REDEMPTION OF SHARES

                1.   Whenever  the  Fund  shall sell any Shares, it shall
           deliver to the Custodian a Certificate duly specifying:

                     (a)  The Series, the number of  Shares  sold,  trade
           date, and price; and

                     (b)  The  amount  of  money  to  be  received by the
           Custodian for the sale of such  Shares  and  specifically  al-
           located to the separate account in the name of such Series. 

                2.   Upon  receipt of such money from the Transfer Agent,
           the Custodian shall credit such money to the separate  account
           in the name of the Series for which such money was received. 

                3.   Upon  issuance of any Shares of any Series described
           in the foregoing provisions of  this  Article,  the  Custodian
           shall  pay,  out  of  the  money  held for the account of such
           Series, all original issue or other taxes required to be  paid
           by  the Fund in connection with such issuance upon the receipt
           of a Certificate specifying the amount to be paid.

                4.   Except as provided hereinafter,  whenever  the  Fund
           desires the Custodian to make payment out of the money held by
           the Custodian hereunder in connection with a redemption of any
           Shares,  it  shall  furnish  to  the  Custodian  a Certificate
           specifying:

                     (a)  The number and Series of Shares redeemed; and

                     (b)  The amount to be paid for such Shares.

                5.   Upon receipt from the Transfer Agent  of  an  advice
           setting  forth the Series and number of Shares received by the
           Transfer Agent for redemption and that such Shares are in good
           form  for  redemption, the Custodian shall make payment to the
           Transfer Agent out of the moneys held in the separate  account
           in  the  name  of the Series the total amount specified in the
           Certificate issued pursuant to the foregoing  paragraph  4  of
           this Article.

                6.   Notwithstanding  the  above provisions regarding the
           redemption of any Shares, whenever  any  Shares  are  redeemed
           pursuant to any check redemption privilege which may from time
           to  time  be  offered  by  the  Fund,  the  Custodian,  unless
           otherwise  instructed by a Certificate, shall, upon receipt of
           an advice from the Fund or its agent setting  forth  that  the
           redemption  is  in good form for redemption in accordance with
           the check redemption procedure, honor the check  presented  as
           part of such check redemption privilege out of the moneys held
           in the separate account of the  Series  of  the  Shares  being
           redeemed.

                                       - 25 -






                                     ARTICLE XIV

                             OVERDRAFTS OR INDEBTEDNESS

                1.  If  the  Custodian,  should  in  its  sole discretion
           advance funds on behalf of any  Series  which  results  in  an
           overdraft  because  the  moneys  held  by the Custodian in the
           separate account for such Series shall be insufficient to  pay
           the  total  amount  payable  upon  a  purchase  of  Securities
           specifically allocated to such  Series,  as  set  forth  in  a
           Certificate  or  Oral  Instructions,  or  which  results in an
           overdraft in the separate account  of  such  Series  for  some
           other  reason, or if the Fund is for any other reason indebted
           to the Custodian with  respect  to  a  Series,  including  any
           indebtedness  to  The  Bank  of New York under the Fund's Cash
           Management and Related Services Agreement, (except a borrowing
           for  investment  or  for temporary or emergency purposes using
           Securities as collateral pursuant to a separate agreement  and
           subject  to  the  provisions  of paragraph 2 of this Article),
           such overdraft or indebtedness shall be deemed to  be  a  loan
           made  by  the Custodian to the Fund for such Series payable on
           demand and shall bear interest from the  date  incurred  at  a
           rate  per annum (based on a 360-day year for the actual number
           of  days  involved)  equal  to  1/2%  over  Custodian's  prime
           commercial lending rate in effect from time to time, such rate
           to be adjusted on the effective date of  any  change  in  such
           prime  commercial lending rate but in no event to be less than
           6% per annum.  In addition, the Fund hereby  agrees  that  the
           Custodian  shall  have a continuing lien and security interest
           in and to any property specifically allocated to  such  Series
           at  any  time  held by it for the benefit of such Series or in
           which the Fund may have an  interest  which  is  then  in  the
           Custodian's  possession or control or in possession or control
           of any third party acting in the Custodian's behalf.  The Fund
           authorizes  the Custodian, in its sole discretion, at any time
           to charge any such overdraft  or  indebtedness  together  with
           interest  due  thereon against any balance of account standing
           to such Series' credit on the Custodian's books.  In addition,
           the  Fund  hereby covenants that on each Business Day on which
           either it intends to enter a Reverse Repurchase Agreement and/
           or otherwise borrow from a third party, or which next succeeds
           a Business Day on which at the close of business the Fund  had
           outstanding  a  Reverse Repurchase Agreement or such a borrow-
           ing, it shall prior to 9 a.m., New York City time, advise  the
           Custodian,  in  writing, of each such borrowing, shall specify
           the Series to which the same relates, and shall not incur  any
           indebtedness not so specified other than from the Custodian.


                2.   The Fund will cause to be delivered to the Custodian
           by any bank (including, if the  borrowing  is  pursuant  to  a
           separate agreement, the Custodian) from which it borrows money
           for investment or for temporary or  emergency  purposes  using
           Securities  held  by the Custodian hereunder as collateral for
           such borrowings, a notice or undertaking in the form currently

                                       - 26 -






           employed  by any such bank setting forth the amount which such
           bank will loan to the Fund against delivery of a stated amount
           of  collateral.   The  Fund  shall  promptly  deliver  to  the
           Custodian a Certificate specifying with respect to  each  such
           borrowing: (a) the Series to which such borrowing relates; (b)
           the name of the bank, (c) the amount and terms of the  borrow-
           ing,  which  may be set forth by incorporating by reference an
           attached promissory note, duly endorsed by the Fund, or  other
           loan  agreement, (d) the time and date, if known, on which the
           loan is to be entered into, (e) the date  on  which  the  loan
           becomes  due  and payable, (f) the total amount payable to the
           Fund on the borrowing date, (g) the market value of Securities
           to  be  delivered  as  collateral for such loan, including the
           name of the issuer, the title and the number of shares or  the
           principal  amount  of  any  particular  Securities,  and (h) a
           statement specifying  whether  such  loan  is  for  investment
           purposes  or for temporary or emergency purposes and that such
           loan is in conformance with the Investment Company Act of 1940
           and the Fund's prospectus.  The Custodian shall deliver on the
           borrowing date specified in a Certificate the  specified  col-
           lateral  and  the  executed  promissory  note, if any, against
           delivery by the lending bank of the total amount of  the  loan
           payable,  provided  that the same conforms to the total amount
           payable as set forth in the Certificate.  The  Custodian  may,
           at the option of the lending bank, keep such collateral in its
           possession, but such collateral shall be subject to all rights
           therein  given  the  lending  bank by virtue of any promissory
           note or loan agreement.   The  Custodian  shall  deliver  such
           Securities  as  additional collateral as may be specified in a
           Certificate to collateralize further any transaction described
           in  this  paragraph.   The  Fund  shall  cause  all Securities
           released from collateral status to be returned directly to the
           Custodian,  and  the Custodian shall receive from time to time
           such return of collateral as may be tendered to  it.   In  the
           event  that  the  Fund  fails  to specify in a Certificate the
           Series, the name of the issuer, the title and number of shares
           or  the  principal  amount  of any particular Securities to be
           delivered as collateral by the Custodian, the Custodian  shall
           not be under any obligation to deliver any Securities.


                                     ARTICLE XV

                                    TERMINAL LINK

                1.   At no time and under no circumstances shall the Fund
           be obligated to have or utilize the  Terminal  Link,  and  the
           provisions  of  this Article shall apply if,  but only if, the
           Fund in its sole and absolute discretion elects to utilize the
           Terminal Link to transmit Certificates to the Custodian.

                2.   The Terminal Link shall be utilized by the Fund only
           for the purpose of the  Fund  providing  Certificates  to  the
           Custodian with respect to transactions involving Securities or
           for the transfer of money to be  applied  to  the  payment  of

                                       - 27 -






           dividends,  distributions  or  redemptions of Fund Shares, and
           shall be utilized by the Custodian only  for  the  purpose  of
           providing  notices  to the Fund.  Such use shall commence only
           after the  Fund  shall  have  delivered  to  the  Custodian  a
           Certificate  substantially  in the form of Exhibit D and shall
           have established access codes.  Each use of the Terminal  Link
           by  the  Fund  shall  constitute a representation and warranty
           that the Terminal Link is being used  only  for  the  purposes
           permitted  hereby,  that  at  least  two  Officers  have  each
           utilized an access code, that such safekeeping procedures have
           been  established  by  the  Fund,  and  that such use does not
           contravene the Investment Company Act of 1940, as amended,  or
           the rules or regulations thereunder.

                3.   The  Fund  shall obtain and maintain at its own cost
           and expense all equipment and  services,  including,  but  not
           limited  to  communications services, necessary for it to uti-
           lize the Terminal Link, and the Custodian  shall  not  be  re-
           sponsible  for  the  reliability  or  availability of any such
           equipment or services.

                4.   The Fund  acknowledges  that  any  data  bases  made
           available  as  part  of,  or through the Terminal Link and any
           proprietary data, software,  processes, information and  docu-
           mentation (other than any such which are or become part of the
           public domain or are legally required to be made available  to
           the   public)   (collectively,  the  "Information"),  are  the
           exclusive and confidential property  of  the  Custodian.   The
           Fund  shall, and  shall cause others to which it discloses the
           Information, to keep the Information confidential by using the
           same  care  and  discretion  it  uses  with respect to its own
           confidential property and trade  secrets,  and  shall  neither
           make  nor  permit  any  disclosure  without  the express prior
           written consent of the Custodian.

                5.   Upon termination of this Agreement for  any  reason,
           the  Fund  shall return to the Custodian any and all copies of
           the Information which are  in  the Fund's possession or  under
           its  control,  or which the Fund distributed to third parties.
           The provisions of this Article shall not affect the  copyright
           status  of any of the Information which may be copyrighted and
           shall apply to all Information whether or not copyrighted.

                6.   The Custodian reserves the right to modify the  Ter-
           minal Link from time to time without notice to the Fund except
           that the Custodian shall give the Fund notice not less than 75
           days  in  advance  of  any modification which would materially
           adversely affect the Fund's operation,  and  the  Fund  agrees
           that  the  Fund  shall  not  modify  or  attempt to modify the
           Terminal Link without the Custodian's prior  written  consent.
           The Fund acknowledges that any software or procedures provided
           the Fund as part of the Terminal Link are the property of  the
           Custodian   and,   accordingly,   the  Fund  agrees  that  any
           modifications to the Terminal Link, whether by the Fund, or by


                                       - 28 -






           the  Custodian  and  whether  with  or without the Custodian's
           consent, shall become the property of the Custodian.

                7.   Neither the  Custodian  nor  any  manufacturers  and
           suppliers  it utilizes or the Fund utilizes in connection with
           the Terminal Link makes  any  warranties  or  representations,
           express  or  implied,  in  fact  or  in law, including but not
           limited to warranties of merchantability  and  fitness  for  a
           particular purpose.

                8.   The  Fund  will  cause its Officers and employees to
           treat the authorization codes and the access codes  applicable
           to Terminal Link with extreme care, and irrevocably authorizes
           the  Custodian  to  act  in  accordance  with  and   rely   on
           Certificates  received  by  it through the Terminal Link.  The
           Fund acknowledges that it is its responsibility to assure that
           only  its  Officers  use  the Terminal Link on its behalf, and
           that a Custodian shall not be responsible nor liable  for  use
           of  the  Terminal  Link  on the Fund's behalf by persons other
           than such persons or Officers, or by only  a  single  Officer,
           nor  for  any  alteration,  omission,  or  failure to promptly
           forward.

                9(a).     Except as otherwise  specifically  provided  in
           Section  9(b)  of  this  Article,  the Custodian shall have no
           liability for any losses, damages, injuries, claims, costs  or
           expenses  arising  out  of  or in connection with any failure,
           malfunction or other problem relating  to  the  Terminal  Link
           except  for money damages suffered as the direct result of the
           negligence of the Custodian in an amount not exceeding for any
           incident  $25,000  provided, however, that the Custodian shall
           have no liability under this Section  9 if the Fund  fails  to
           comply with the provisions of Section 11.

                9(b).     The Custodian's liability for its negligence in
           executing  or  failing  to  execute  in  accordance   with   a
           Certificate  received through Terminal Link shall be only with
           respect to a transfer of funds which is not made in accordance
           with  such  Certificate after such Certificate shall have been
           duly acknowledged by the Custodian, and  shall  be  contingent
           upon  the  Fund complying with the provisions of Section 12 of
           this Article, and shall be limited to (i) restoration  of  the
           principal amount mistransferred, if and to the extent that the
           Custodian would be required to  make  such  restoration  under
           applicable  law,  and  (ii)  the lesser of (A) a Fund's actual
           pecuniary loss incurred by reason of its loss of  use  of  the
           mistransferred  funds or the funds which were not transferred,
           as the case may be, or (B) compensation for the  loss  of  the
           use  of  the  mistransferred funds or the funds which were not
           transferred, as the case may be, at a rate per annum equal  to
           the  average  federal  funds rate as computed from the Federal
           Reserve  Bank  of  New  York's  daily  determination  of   the
           effective  rate for federal funds, for the period during which
           a Fund has lost use of such funds.   In  no  event  shall  the
           Custodian  have  any  liability  for  failing  to  execute  in

                                       - 29 -






           accordance with a Certificate a transfer of  funds  where  the
           Certificate is received by the Custodian through Terminal Link
           other than through the  applicable  transfer  module  for  the
           particular instructions contained in such Certificate.

                10.  Without limiting the generality of the foregoing, in
           no event shall the Custodian or any manufacturer  or  supplier
           of  its  computer  equipment, software or services relating to
           the Terminal Link be responsible for  any  special,  indirect,
           incidental  or  consequential damages which the Fund may incur
           or experience by reason of its use of the Terminal  Link  even
           if  the  Custodian  or  any  manufacturer or supplier has been
           advised of the possibility of such damages, nor  with  respect
           to  the  use  of  the Terminal Link shall the Custodian or any
           such manufacturer or supplier be liable for acts  of  God,  or
           with  respect  to  the  following  to  the  extent beyond such
           person's reasonable control: machine or computer breakdown  or
           malfunction,  interruption  or  malfunction  of  communication
           facilities,  labor  difficulties  or  any  other  similar   or
           dissimilar cause.

                11.  The  Fund  shall notify the Custodian of any errors,
           omissions or interruptions in, or delay or unavailability  of,
           the Terminal Link as promptly as practicable, and in any event
           within 24 hours after the earliest of (i)  discovery  thereof,
           (ii)  the Business Day on which discovery should have occurred
           through the exercise of reasonable care and (iii) in the  case
           of  any  error,  the  date  of  actual receipt of the earliest
           notice  which  reflects  such  error,  it  being  agreed  that
           discovery  and  receipt of notice may only occur on a business
           day.  The Custodian shall promptly advise  the  Fund  whenever
           the  Custodian learns of any errors, omissions or interruption
           in, or delay or unavailability of, the Terminal Link.

                12.  The Custodian shall verify to the Fund,  by  use  of
           the  Terminal  Link, receipt of each Certificate the Custodian
           receives through the Terminal Link, and in the absence of such
           verification the Custodian shall not be liable for any failure
           to act in accordance with such Certificate and  the  Fund  may
           not claim that such Certificate was received by the Custodian.
           Such verification, which may occur  after  the  Custodian  has
           acted upon such Certificate, shall be accomplished on the same
           day on which such Certificate is received.


                                     ARTICLE XVI

                  DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
                   OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES

                1.   The  Custodian  is  authorized  and  instructed   to
           employ,  as  sub-custodian for each Series' Foreign Securities
           (as such term is defined in paragraph  (c)(1)  of  Rule  17f-5
           under  the  Investment  Company  Act  of 1940, as amended) and
           other assets, the foreign  banking  institutions  and  foreign

                                       - 30 -






           securities  depositories  and  clearing agencies designated on
           Schedule I hereto  ("Foreign  Sub-Custodians")  to  carry  out
           their respective responsibilities in accordance with the terms
           of the sub-custodian agreement between each such Foreign  Sub-
           Custodian  and  the  Custodian,  copies  of  which  have  been
           previously delivered to the  Fund  and  receipt  of  which  is
           hereby  acknowledged  (each  such  agreement,  a "Foreign Sub-
           Custodian  Agreement").   Upon  receipt  of   a   Certificate,
           together with a certified resolution substantially in the form
           attached as Exhibit E of the Fund's  Board  of  Trustees,  the
           Fund  may  designate any additional foreign sub-custodian with
           which the Custodian has an agreement for such entity to act as
           the  Custodian's  agent,  as  its  sub-custodian  and any such
           additional foreign sub-custodian  shall  be  deemed  added  to
           Schedule  I.  Upon receipt of a Certificate from the Fund, the
           Custodian shall cease  the  employment  of  any  one  or  more
           Foreign  Sub-Custodians  for maintaining custody of the Fund's
           assets and such Foreign Sub-Custodian shall be deemed  deleted
           from Schedule I.

                2.   Each   Foreign   Sub-Custodian  Agreement  shall  be
           substantially in the form previously delivered to the Fund and
           will not be amended in a way that materially adversely affects
           the Fund without the Fund's prior written consent.

                3.   The  Custodian  shall  identify  on  its  books   as
           belonging to each Series of the Fund the Foreign Securities of
           such  Series  held  by  each  Foreign  Sub-Custodian.  At  the
           election of the Fund, it shall be entitled to be subrogated to
           the rights of the Custodian with respect to any claims by  the
           Fund  or  any  Series  against  a  Foreign  Sub-Custodian as a
           consequence of any loss, damage, cost, expense,  liability  or
           claim  sustained  or incurred by the Fund or any Series if and
           to the extent that the Fund or such Series has not  been  made
           whole  for  any such loss, damage, cost, expense, liability or
           claim.

                4.   Upon  request  of  the  Fund,  the  Custodian  will,
           consistent  with  the  terms  of  the  applicable Foreign Sub-
           Custodian Agreement, use reasonable efforts to arrange for the
           independent  accountants  of the Fund to be afforded access to
           the books and records of any Foreign Sub-Custodian insofar  as
           such  books  and  records  relate  to  the performance of such
           Foreign Sub-Custodian under its agreement with  the  Custodian
           on behalf of the Fund.

                5.   The  Custodian  will supply to the Fund from time to
           time, as mutually agreed upon, statements in  respect  of  the
           securities  and  other  assets  of each Series held by Foreign
           Sub-Custodians,   including   but   not   limited    to,    an
           identification  of  entities having possession of each Series'
           Foreign  Securities  and  other   assets,   and   advices   or
           notifications  of  any  transfers  of Foreign Securities to or
           from each custodial  account  maintained  by  a  Foreign  Sub-
           Custodian for the Custodian on behalf of the Series.

                                       - 31 -






                6.   The Custodian shall furnish annually to the Fund, as
           mutually agreed upon, information concerning the Foreign  Sub-
           Custodians  employed by the Custodian.  Such information shall
           be similar in kind and scope to that furnished to the Fund  in
           connection  with  the  Fund's initial approval of such Foreign
           Sub-Custodians and, in any event,  shall  include  information
           pertaining  to (i) the Foreign Custodians' financial strength,
           general reputation and standing in the countries in which they
           are  located  and  their  ability  to  provide  the  custodial
           services required, and (ii) whether the Foreign Sub-Custodians
           would  provide  a  level  of  safeguards  for  safekeeping and
           custody of securities  not  materially  different  form  those
           prevailing  in the United States.  The Custodian shall monitor
           the  general  operating  performance  of  each  Foreign   Sub-
           Custodian.   The  Custodian agrees that it will use reasonable
           care in monitoring compliance by  each  Foreign  Sub-Custodian
           with the terms of the relevant Foreign Sub-Custodian Agreement
           and that if it learns of  any  breach  of  such  Foreign  Sub-
           Custodian  Agreement  believed  by  the  Custodian  to  have a
           material adverse effect on the Fund  or  any  Series  it  will
           promptly  notify  the Fund of such breach.  The Custodian also
           agrees to use reasonable and diligent efforts to  enforce  its
           rights under the relevant Foreign Sub-Custodian Agreement.

                7.   The  Custodian  shall  transmit promptly to the Fund
           all notices, reports or  other  written  information  received
           pertaining to the Fund's Foreign Securities, including without
           limitation, notices of corporate  action,  proxies  and  proxy
           solicitation materials.

                8.   Notwithstanding  any  provision of this Agreement to
           the contrary, settlement and payment for  securities  received
           for  the  account  of  any  Series  and delivery of securities
           maintained for the account of such Series may be  effected  in
           accordance   with  the  customary  or  established  securities
           trading or securities processing practices and  procedures  in
           the  jurisdiction  or  market in which the transaction occurs,
           including, without limitation, delivery of securities  to  the
           purchaser  thereof  or  to  a dealer therefor (or an agent for
           such  purchaser  or  dealer)  against  a  receipt   with   the
           expectation  of  receiving  later  payment for such securities
           from such purchaser or dealer.

                9.   Notwithstanding  any   other   provision   in   this
           Agreement  to  the  contrary,  with  respect  to any losses or
           damages arising out of or relating to any actions or omissions
           of  any  Foreign  Sub-Custodian  the  sole  responsibility and
           liability of the Custodian shall be to take appropriate action
           at  the Fund's expense to recover such loss or damage from the
           Foreign Sub-Custodian.  It is expressly understood and  agreed
           that  the  Custodian's sole responsibility and liability shall
           be limited to amounts  so  recovered  from  the  Foreign  Sub-
           Custodian.



                                       - 32 -






                                    ARTICLE XVII

                              CONCERNING THE CUSTODIAN

                1.   Except  as  hereinafter  provided, or as provided in
           Article XVI neither the Custodian nor  its  nominee  shall  be
           liable  for  any  loss  or  damage,  including  counsel  fees,
           resulting from its action or omission  to  act  or  otherwise,
           either hereunder or under any Margin Account Agreement, except
           for any such loss or damage arising out of its own  negligence
           or  willful  misconduct.   In  no event shall the Custodian be
           liable to the Fund or any third party for special, indirect or
           consequential  damages  or  lost  profits or loss of business,
           arising under or in connection with this  Agreement,  even  if
           previously  informed  of  the  possibility of such damages and
           regardless of the form of action.   The  Custodian  may,  with
           respect  to  questions  of  law arising hereunder or under any
           Margin Account Agreement, apply for and obtain the advice  and
           opinion  of  counsel to the Fund or of its own counsel, at the
           expense of the Fund, and shall be fully protected with respect
           to  anything done or omitted by it in good faith in conformity
           with such advice or opinion.  The Custodian shall be liable to
           the  Fund for any loss or damage resulting from the use of the
           Book-Entry System or any Depository arising by reason  of  any
           negligence  or willful misconduct on the part of the Custodian
           or any of its employees or agents.

                2.   Without limiting the generality  of  the  foregoing,
           the  Custodian  shall  be under no obligation to inquire into,
           and shall not be liable for:

                     (a)  The validity of the  issue  of  any  Securities
           purchased,  sold,  or written by or for the Fund, the legality
           of the purchase, sale or writing thereof, or the propriety  of
           the amount paid or received therefor;

                     (b)  The  legality  of the sale or redemption of any
           Shares, or the propriety of the amount to be received or  paid
           therefor;

                     (c)  The  legality  of the declaration or payment of
           any dividend by the Fund;

                     (d)  The legality of any borrowing by the Fund using
           Securities as collateral;

                     (e)  The  legality  of any loan of portfolio Securi-
           ties, nor shall the Custodian be under any duty or  obligation
           to  see  to  it  that any cash collateral delivered to it by a
           broker, dealer, or financial institution or held by it at  any
           time  as  a result of such loan of portfolio Securities of the
           Fund is adequate collateral for the Fund against any  loss  it
           might  sustain  as  a  result  of  such  loan.   The Custodian
           specifically, but not by way of limitation, shall not be under
           any  duty  or  obligation  periodically to check or notify the

                                       - 33 -






           Fund that the amount of such cash collateral held  by  it  for
           the  Fund is sufficient collateral for the Fund, but such duty
           or obligation shall be the sole responsibility of  the  Fund. 
           In  addition,  the Custodian shall be under no duty or obliga-
           tion to see that any broker, dealer or  financial  institution
           to which portfolio Securities of the Fund are lent pursuant to
           Article X of  this  Agreement  makes  payment  to  it  of  any
           dividends  or interest which are payable to or for the account
           of the Fund during the period of such loan or at the  termina-
           tion of such loan, provided, however, that the Custodian shall
           promptly notify the Fund in the event that such  dividends  or
           interest are not paid and received when due; or

                     (f)  The  sufficiency  or  value  of  any amounts of
           money and/or Securities held in  any  Margin  Account,  Senior
           Security  Account  or  Collateral  Account  in connection with
           transactions by the Fund.  In addition, the Custodian shall be
           under  no  duty  or obligation to see that any broker, dealer,
           futures commission merchant or Clearing Member  makes  payment
           to the Fund of any variation margin payment or similar payment
           which the Fund may be entitled to receive  from  such  broker,
           dealer, futures commission merchant or Clearing Member, to see
           that any payment received by the Custodian  from  any  broker,
           dealer,  futures commission merchant or Clearing Member is the
           amount the Fund is entitled to receive, or to notify the  Fund
           of  the  Custodian's  receipt  or non-receipt of any such pay-
           ment. 

                3.   The Custodian shall not be liable for, or considered
           to  be the Custodian of, any money, whether or not represented
           by any check, draft, or other instrument for  the  payment  of
           money,  received  by  it  on  behalf  of  the  Fund  until the
           Custodian actually receives and collects such  money  directly
           or  by  the  final  crediting  of the account representing the
           Fund's interest at the Book-Entry System or the Depository.

                4.   The Custodian shall have no responsibility and shall
           not  be  liable  for  ascertaining  or  acting upon any calls,
           conversions, exchange offers, tenders, interest  rate  changes
           or   similar  matters  relating  to  Securities  held  in  the
           Depository, unless the Custodian shall have actually  received
           timely  notice  from  the  Depository.   In no event shall the
           Custodian have any responsibility or liability for the failure
           of  the  Depository  to collect, or for the late collection or
           late crediting by the Depository of any  amount  payable  upon
           Securities  deposited in the Depository which may mature or be
           redeemed,  retired,  called  or  otherwise  become   payable. 
           However,  upon  receipt  of  a Certificate from the Fund of an
           overdue amount  on  Securities  held  in  the  Depository  the
           Custodian  shall make a claim against the Depository on behalf
           of the Fund, except that the Custodian shall not be under  any
           obligation  to  appear in, prosecute or defend any action suit
           or proceeding  in  respect  to  any  Securities  held  by  the
           Depository  which  in its opinion may involve it in expense or
           liability, unless indemnity satisfactory  to  it  against  all

                                       - 34 -






           expense  and  liability  be  furnished  as  often  as  may  be
           required.

                5.   The Custodian shall not be under any duty or obliga-
           tion  to take action to effect collection of any amount due to
           the Fund from the Transfer Agent of the Fund nor to  take  any
           action to effect payment or distribution by the Transfer Agent
           of the Fund of  any  amount  paid  by  the  Custodian  to  the
           Transfer Agent of the Fund in accordance with this Agreement.

                6.   The Custodian shall not be under any duty or obliga-
           tion to take action to effect collection of any amount if  the
           Securities  upon  which such amount is payable are in default,
           or if payment is refused after  due  demand  or  presentation,
           unless  and until (i) it shall be directed to take such action
           by a Certificate and (ii) it shall be assured to its satisfac-
           tion  of reimbursement of its costs and expenses in connection
           with any such action.

                7.   The Custodian may in addition to the  employment  of
           Foreign  Sub-Custodians pursuant to Article XVI appoint one or
           more banking institutions as Depository  or  Depositories,  as
           Sub-Custodian   or   Sub-Custodians,  or  as  Co-Custodian  or
           Co-Custodians  including,  but   not   limited   to,   banking
           institutions  located  in foreign countries, of Securities and
           moneys at any time owned by the  Fund,  upon  such  terms  and
           conditions as may be approved in a Certificate or contained in
           an agreement executed by  the  Custodian,  the  Fund  and  the
           appointed institution.

                8.   The Custodian shall not be under any duty or obliga-
           tion (a) to ascertain  whether  any  Securities  at  any  time
           delivered  to,  or held by it or by any Foreign Sub-Custodian,
           for the account of the Fund and specifically  allocated  to  a
           Series  are  such  as properly may be held by the Fund or such
           Series under the provisions of its then current prospectus, or
           (b) to ascertain whether any transactions by the Fund, whether
           or not involving the Custodian, are such transactions  as  may
           properly be engaged in by the Fund.

                9.   The  Custodian  shall be entitled to receive and the
           Fund agrees to pay to the Custodian all out-of-pocket expenses
           and  such compensation as may be agreed upon from time to time
           between the Custodian and the Fund.  The Custodian may  charge
           such  compensation  and  any expenses with respect to a Series
           incurred by the Custodian in the  performance  of  its  duties
           pursuant  to such agreement against any money specifically al-
           located to such Series.  Unless and until the  Fund  instructs
           the  Custodian by a Certificate to apportion any loss, damage,
           liability or expense among the Series in a  specified  manner,
           the  Custodian  shall  also  be entitled to charge against any
           money held by it for the account of a Series such Series'  pro
           rata  share  (based on such Series net asset value at the time
           of the charge to the aggregate net asset value of  all  Series
           at  that time) of the amount of any loss, damage, liability or

                                       - 35 -






           expense,  including  counsel  fees,  for  which  it  shall  be
           entitled  to reimbursement under the provisions of this Agree-
           ment.  The expenses for which the Custodian shall be  entitled
           to  reimbursement hereunder shall include, but are not limited
           to, the expenses of sub-custodians and foreign branches of the
           Custodian  incurred  in  settling  outside  of  New  York City
           transactions involving the purchase and sale of Securities  of
           the Fund.

                10.  The  Custodian  shall  be  entitled to rely upon any
           Certificate, notice or other instrument in writing received by
           the Custodian and reasonably believed by the Custodian to be a
           Certificate.  The Custodian shall be entitled to rely upon any
           Oral   Instructions   actually   received   by  the  Custodian
           hereinabove provided for.  The Fund agrees to forward  to  the
           Custodian  a  Certificate or facsimile thereof confirming such
           Oral Instructions in such manner so that such  Certificate  or
           facsimile  thereof  is  received  by the Custodian, whether by
           hand  delivery,  telecopier  or  other  similar   device,   or
           otherwise,  by the close of business of the same day that such
           Oral Instructions are given to the Custodian.  The Fund agrees
           that  the  fact  that  such  confirming  instructions  are not
           received, or that contrary instructions are received,  by  the
           Custodian   shall  in  no  way  affect  the  validity  of  the
           transactions or  enforceability  of  the  transactions  hereby
           authorized  by  the  Fund.  The Fund agrees that the Custodian
           shall incur no liability to  the  Fund  in  acting  upon  Oral
           Instructions  given to the Custodian hereunder concerning such
           transactions provided such instructions reasonably  appear  to
           have been received from an Officer.

                11.  The  Custodian  shall  be  entitled to rely upon any
           instrument, instruction  or notice received by  the  Custodian
           and  reasonably  believed  by the Custodian to be given in ac-
           cordance with the terms and conditions of any  Margin  Account
           Agreement.   Without limiting the generality of the foregoing,
           the Custodian shall be under no  duty  to  inquire  into,  and
           shall  not  be  liable  for, the accuracy of any statements or
           representations contained in  any  such  instrument  or  other
           notice including, without limitation, any specification of any
           amount to be paid to  a  broker,  dealer,  futures  commission
           merchant or Clearing Member. 

                12.  The  books  and records pertaining to the Fund which
           are in the possession of the Custodian shall be  the  property
           of  the  Fund.   Such  books and records shall be prepared and
           maintained as required by the Investment Company Act of  1940,
           as amended, and other applicable securities laws and rules and
           regulations.  The Fund, or the Fund's  authorized  representa-
           tives,  shall have access to such books and records during the
           Custodian's  normal  business  hours.   Upon  the   reasonable
           request  of  the  Fund,  copies  of any such books and records
           shall be provided by the Custodian to the Fund or  the  Fund's
           authorized  representative,  and  the Fund shall reimburse the


                                       - 36 -






           Custodian its expenses of providing such copies.  Upon reason-
           able  request of the Fund, the Custodian shall provide in hard
           copy or on micro-film, whichever  the  Custodian  elects,  any
           records  included in any such delivery which are maintained by
           the Custodian on a computer disc, or are similarly maintained,
           and the Fund shall reimburse the Custodian for its expenses of
           providing such hard copy or micro-film. 

                13.  The Custodian shall provide the Fund with any report
           obtained by the Custodian on the system of internal accounting
           control of the Book-Entry System, the  Depository  or  O.C.C.,
           and  with such reports on its own systems of internal account-
           ing control as the Fund may reasonably request  from  time  to
           time.

                14.  The  Fund  agrees to indemnify the Custodian against
           and save the Custodian harmless from  all  liability,  claims,
           losses  and  demands  whatsoever,  including  attorney's fees,
           howsoever arising or incurred because of or in connection with
           this   Agreement,   including   the   Custodian's  payment  or
           non-payment of checks pursuant to paragraph 6 of Article  XIII
           as part of any check redemption privilege program of the Fund,
           except for any such liability, claim, loss and demand  arising
           out of the Custodian's own negligence or willful misconduct.

                15.  Subject  to  the foregoing provisions of this Agree-
           ment,  including,  without  limitation,  those  contained   in
           Article  XVI the Custodian may deliver and receive Securities,
           and receipts with respect to such Securities, and arrange  for
           payments   to  be  made  and  received  by  the  Custodian  in
           accordance with the customs prevailing from time to time among
           brokers  or dealers in such Securities.  When the Custodian is
           instructed to deliver Securities against payment, delivery  of
           such  Securities  and  receipt  of payment therefor may not be
           completed simultaneously.  The Fund assumes all responsibility
           and liability for all credit risks involved in connection with
           the Custodian's delivery of Securities  pursuant  to  instruc-
           tions  of  the  Fund, which responsibility and liability shall
           continue until final payment in full has been received by  the
           Custodian.

                16.  The    Custodian    shall    have   no   duties   or
           responsibilities   whatsoever   except   such    duties    and
           responsibilities  as are specifically set forth in this Agree-
           ment, and no covenant or obligation shall be implied  in  this
           Agreement against the Custodian.


                                    ARTICLE XVIII

                                     TERMINATION

                1.   Either  of  the  parties  hereto  may terminate this
           Agreement by giving to the other party  a  notice  in  writing
           specifying  the  date  of such termination, which shall be not

                                       - 37 -






           less than ninety (90) days after the date of  giving  of  such
           notice.   In  the  event  such notice is given by the Fund, it
           shall be accompanied by a copy of a resolution of the Board of
           Trustees  of  the Fund, certified by the Secretary, the Clerk,
           any Assistant Secretary or any Assistant  Clerk,  electing  to
           terminate this Agreement and designating a successor custodian
           or custodians, each of which shall be a bank or trust  company
           having not less than $2,000,000 aggregate capital, surplus and
           undivided profits.  In the event such notice is given  by  the
           Custodian,  the Fund shall, on or before the termination date,
           deliver to the Custodian a copy of a resolution of  the  Board
           of  Trustees  of  the  Fund,  certified  by the Secretary, the
           Clerk,  any  Assistant  Secretary  or  any  Assistant   Clerk,
           designating  a  successor  custodian  or  custodians.   In the
           absence of such designation by the  Fund,  the  Custodian  may
           designate a successor custodian which shall be a bank or trust
           company having not less  than  $2,000,000  aggregate  capital,
           surplus  and  undivided  profits.   Upon the date set forth in
           such notice this Agreement shall terminate, and the  Custodian
           shall  upon receipt of a notice of acceptance by the successor
           custodian on that  date  deliver  directly  to  the  successor
           custodian all Securities and moneys then owned by the Fund and
           held by it as Custodian, after deducting  all  fees,  expenses
           and other amounts for the payment or reimbursement of which it
           shall then be entitled.

                2.   If a successor custodian is not  designated  by  the
           Fund  or  the  Custodian  in  accordance  with  the  preceding
           paragraph, the Fund shall  upon  the  date  specified  in  the
           notice  of termination of this Agreement and upon the delivery
           by the Custodian of all Securities (other than Securities held
           in  the  Book-Entry  System  which  cannot be delivered to the
           Fund) and moneys then owned by the Fund be deemed  to  be  its
           own  custodian  and the Custodian shall thereby be relieved of
           all duties and responsibilities pursuant  to  this  Agreement,
           other  than  the  duty  with respect to Securities held in the
           Book Entry System which cannot be delivered  to  the  Fund  to
           hold  such Securities hereunder in accordance with this Agree-
           ment.


                                     ARTICLE XIX

                                    MISCELLANEOUS

                1.   Annexed hereto as Appendix A is a Certificate signed
           by  two  of  the  present Officers of the Fund under its seal,
           setting forth the names and  the  signatures  of  the  present
           Officers.   The  Fund agrees to furnish to the Custodian a new
           Certificate in similar form in the event that any such present
           Officer  ceases to be an Officer or in the event that other or
           additional Officers are elected or appointed.  Until such  new
           Certificate  shall  be  received, the Custodian shall be fully
           protected in acting under the  provisions  of  this  Agreement


                                       - 38 -






           upon  Oral  Instructions or signatures of the present Officers
           as set forth in the last delivered Certificate.

                2.   Any  notice  or   other   instrument   in   writing,
           authorized  or  required  by this Agreement to be given to the
           Custodian, shall be sufficiently given  if  addressed  to  the
           Custodian  and  mailed or delivered to it at its offices at 90
           Washington Street, New York, New York 10286, or at such  other
           place  as  the  Custodian  may  from time to time designate in
           writing.

                3.   Any  notice  or   other   instrument   in   writing,
           authorized  or  required  by this Agreement to be given to the
           Fund shall be sufficiently given if addressed to the Fund  and
           mailed or delivered to it at its office at the address for the
           Fund first above written, or at such other place as  the  Fund
           may from time to time designate in writing.

                4.   This Agreement may not be amended or modified in any
           manner except by a written agreement executed by both  parties
           with  the  same  formality as this Agreement and approved by a
           resolution of the Board of Trustees of the Fund. 

                5.   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
           assignable  by  the  Fund  without  the written consent of the
           Custodian, or by the Custodian without the written consent  of
           the Fund, authorized or approved by a resolution of the Fund's
           Board of Trustees.

                6.   This Agreement shall be construed in accordance with
           the  laws  of  the  State of New York without giving effect to
           conflict  of  laws  principles  thereof.   Each  party  hereby
           consents  to  the  jurisdiction  of  a  state or federal court
           situated in New York City, New York  in  connection  with  any
           dispute arising hereunder and hereby waives its right to trial
           by jury.

                7.   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. 

                8.   A copy of the Declaration of Trust of the Fund is on
           file with the Secretary of The Commonwealth of  Massachusetts,
           and notice is hereby given that this instrument is executed on
           behalf of the Board of Trustees of the Fund  as  Trustees  and
           not  individually  and that the obligations of this instrument
           are not binding upon  any  of  the  Trustees  or  shareholders
           individually but are binding only upon the assets and property
           of the Fund; provided, however, that the Declaration of  Trust
           of the Fund provides that the assets of a particular Series of
           the Fund shall under no  circumstances  be  charged  with  li-
           abilities  attributable  to  any  other Series of the Fund and

                                       - 39 -






           that all persons extending credit to, or contracting  with  or
           having any claim against a particular Series of the Fund shall
           look only to the assets of that particular Series for  payment
           of such credit, contract or claim. 




















































                                       - 40 -






                IN  WITNESS  WHEREOF, the parties hereto have caused this
           Agreement  to  be  executed  by  their  respective   Officers,
           thereunto  duly  authorized  and  their respective seals to be
           hereunto affixed, as of the day and year first above written.


                                              Municipal High Income Fund Inc.


           [SEAL]                              By:_______________________


           Attest:


           _______________________


                                               PNC Bank, NA


           [SEAL]                              By:_______________________
                                               Name:
                                               Title:


           Attest:


           _______________________