FORM OF
	CUSTODIAN SERVICES AGREEMENT 

	This Agreement is made as of                    , 1995 by and between 
Managed Municipals Portfolio II Inc, a Maryland corporation (the "Fund") and 
PNC BANK, NATIONAL ASSOCIATION, a national banking association ("PNC Bank").
	The Fund is registered as an open-end investment company under the 
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to 
retain PNC Bank to provide custodian services and PNC Bank wishes to 
furnish such services, either directly or through an affiliate or 
affiliates, as more fully 
described herein.  In consideration of the premises and mutual covenants herein 
contained, the parties agree as follows:
	1.  Definitions.
		(a)    "Authorized Person".  The term "Authorized Person" shall mean 
any officer of the Fund and any other person, who is duly authorized by the 
Fund's Governing Board, to give Oral and Written Instructions on behalf of the 
Fund.  Such persons are listed in the Certificate attached hereto as the 
Authorized Persons Appendix, as such Appendix may be amended in writing by the 
Fund's Governing Board from time to time.
		(b)  "Book-Entry System".  The term "Book-Entry System" means 
Federal Reserve Treasury book-entry system for United States and federal agency 
securities, its successor or successors, and its nominee or nominees and any 
book-entry system maintained by an exchange registered with the SEC under the 
1934 Act.

		(c)  "CFTC".  The term "CFTC" shall mean the Commodities Futures 
Trading Commission.
		(d)  "Governing Board".  The term "Governing Board" shall mean the 
Fund's Board of Directors if the Fund is a corporation or the Fund's Board of 
Trustees if the Fund is a trust, or, where duly authorized, a competent 
committee thereof.
		(e)  "Oral Instructions".  The term "Oral Instructions" shall mean 
oral instructions received by PNC Bank from an Authorized Person or from a
person reasonably believed by PNC Bank to be an Authorized Person.
		(f)  "SEC".  The term "SEC" shall mean the Securities and Exchange 
Commission.
		(g)  "Securities and Commodities Laws".  The term "Securities and 
Commodities Laws" shall mean the "1933 Act" which shall mean the Securities Act 
of 1933, the "1934 Act" which shall mean the Securities Exchange Act of 1934,
the 1940 Act, and the "CEA" which shall mean the Commodities Exchange Act, 
each as amended.
       	(h)  "Shares".  The term "Shares" shall mean the shares of stock of 
any series or class of the Fund, or, where appropriate, units of beneficial 
interest in a trust where the Fund is organized as a Trust.
		(i)  "Property".  The term "Property" shall mean:
 			(i)	any and all securities and other investment items which 
the Fund may from time to time deposit, or cause to be 
deposited, with PNC Bank or which PNC Bank may from time 
to time hold for the Fund;
		    (ii)	all income in respect of any of such securities or other 
investment items;
		   (iii)	all proceeds of the sale of any of such securities or 
investment items; and
		    (iv)	all proceeds of the sale of securities issued  by the 
Fund, which are received by PNC Bank from time to time, 
from or on behalf of the Fund.
		(j)  "Written Instructions".  The term "Written Instructions" shall 
mean written instructions signed by one Authorized Person and received by PNC 
Bank.  The instructions may be delivered by hand, mail, tested telegram, cable, 
telex or facsimile sending device.
	2.  Appointment.  The Fund hereby appoints PNC Bank to provide custodian 
services to the Fund, and PNC Bank accepts such appointment and agrees to
furnish such services.
	3.  Delivery of Documents.  The Fund has provided or, where applicable, 
will provide PNC Bank with the following:
 		(a)  certified or authenticated copies of the resolutions of the 
Fund's Governing Board, approving the appointment of PNC Bank or its affiliates 
to provide services;
		(b)  a copy of the Fund's most recent effective registration 
statement;
		(c)  a copy of the Fund's advisory agreement or agreements;
		(d)  a copy of the Fund's distribution agreement or  agreements;
		(e)  a copy of the Fund's administration agreements if PNC Bank is 
not providing the Fund with such services;    				(f)  copies 
of any shareholder servicing agreements made in respect of the Fund; and
		(g)  certified or authenticated copies of any and all amendments or 
supplements to the foregoing.
 	4.  Compliance with Government Rules and Regulations.  	PNC Bank 
undertakes to comply with all applicable requirements of the Securities and 
Commodities Laws and any laws, rules and regulations of governmental 
authorities having jurisdiction with respect to all duties to be performed 
by PNC Bank hereunder.  Except as specifically set forth herein, PNC Bank 
assumes no responsibility for such compliance by the Fund.
   	5.  Instructions.  Unless otherwise provided in this Agreement, PNC Bank 
shall act only upon Oral and Written Instructions.  PNC Bank shall be
entitled to rely upon any Oral and Written Instructions it receives from 
an Authorized Person 
(or from a person reasonably believed by PNC Bank to be an Authorized Person) 
pursuant to this Agreement.  PNC Bank may assume that any Oral or Written 
Instructions received hereunder are not in any way inconsistent with the 
provisions of organizational documents or this Agreement or of any vote, 
resolution or proceeding of the Fund's Governing Board or of the Fund's 
shareholders.
	The Fund agrees to forward to PNC Bank Written Instructions confirming Oral 
Instructions so that PNC Bank receives the Written Instructions by the close of 
business on the same day that such Oral Instructions are received.  The fact
that such confirming Written Instructions are not received by PNC Bank shall
in no way 
invalidate the transactions or enforceability of the transactions authorized by 
the Oral Instructions.
	The Fund further agrees that PNC Bank shall incur no liability to the Fund 
in acting upon Oral or Written Instructions provided such instructions 
reasonably appear to have been received from an Authorized Person.
	6.  Right to Receive Advice.
		(a)  Advice of the Fund.  If PNC Bank is in doubt as to any action 
it should or should not take, PNC Bank may request directions or advice, 
including Oral or Written Instructions, from the Fund.
    		(b)  Advice of Counsel.  If PNC Bank shall be in doubt as to any 
questions of law pertaining to any action it should or should not take, 
PNC Bank may request advice at its own cost from such counsel of its own 
choosing (who may be counsel for the Fund, the Fund's advisor or PNC Bank, 
at the option of PNC Bank).
		(c)  Conflicting Advice.  In the event of a conflict between 
directions, advice or Oral or Written Instructions PNC Bank receives from the 
Fund, and the advice it receives from counsel, PNC Bank shall be entitled to
rely upon and follow the advice of counsel.
		(d)  Protection of PNC Bank.  PNC Bank shall be protected in any 
action it takes or does not take in reliance upon directions, advice or Oral or 
Written Instructions it receives from the Fund or from counsel and which 
PNC Bank believes, in good faith, to be consistent with those directions, 
advice or Oral or Written Instructions.
	Nothing in this paragraph shall be construed  so as to impose an obligation 
upon PNC Bank (i) to seek such directions, advice or Oral or Written 
Instructions, or (ii) to act in accordance with such directions, advice or Oral 
or Written Instructions unless, under the terms of other provisions of this 
Agreement, the same is a condition of PNC Bank's properly taking or not taking 
such action.
    	7.  Records.  The books and records pertaining to the Fund which are in 
the possession of PNC Bank, shall be the property of the Fund.  Such books and 
records shall be prepared and maintained as required by the 1940 Act and other 
applicable securities laws, rules and regulations.  The Fund, or the Fund's 
Authorized Persons, shall have access to such books and records at all time 
during PNC Bank's normal business hours.  Upon the reasonable request of the 
Fund, copies of any such books and records shall be provided by PNC Bank to the 
Fund or to an Authorized Person of the Fund, at the Fund's expense.
	8.  Confidentiality.  PNC Bank agrees to keep confidential all records of 
the Fund and information relative to the Fund and its shareholders (past, 
present and potential), unless the release of such records or information is
otherwise consented to, in writing, by the Fund.  The Fund agrees that such
consent shall 
not be unreasonably withheld and may not be withheld where PNC Bank may be 
exposed to civil or criminal contempt proceedings or when required to divulge.  
The Fund further agrees that, should PNC Bank be required to provide such 
information or records to duly constituted authorities (who may institute civil 
or criminal contempt proceedings for failure to comply), PNC Bank shall not be 
required to seek the Fund's consent prior to disclosing such information.
	9.  Cooperation with Accountants.  PNC Bank shall cooperate with the Fund's 
independent public accountants and shall take all reasonable action in the 
performance of its obligations under this Agreement to ensure that the 
necessary information is made available to such accountants for the 
expression of their opinion, as required by the Fund.
	10.  Disaster Recovery.  PNC Bank shall enter into and shall maintain in 
effect with appropriate parties one or more agreements making reasonable 
provision for emergency use of electronic data processing equipment to 
the extent appropriate equipment is available.  In the event of 
equipment failures, PNC Bank 
shall, at no additional expense to the Fund, take reasonable steps to minimize 
service interruptions but shall have no liability with respect thereto.
	11.  Compensation.  As compensation for custody services rendered by PNC 
Bank during the term of this Agreement, the Fund will pay to PNC Bank a fee or 
fees as may be agreed to from time to time in writing by the Fund and PNC Bank.
  	12.  Indemnification.  The Fund agrees to indemnify and hold harmless PNC 
Bank and its nominees from all taxes, charges, expenses, assessment, claims and 
liabilities (including, without limitation, liabilities arising under the 
Securities and Commodities Laws and any state and foreign securities and 
blue sky laws, and amendments thereto, and expenses, including 
(without limitation) attorneys' fees and disbursements, arising directly or
indirectly from any action 
which PNC Bank takes or does not take (i) at the request or on the direction of 
or in reliance on the advice of the Fund or (ii) upon Oral or Written 
Instructions.  Neither PNC Bank, nor any of its nominees, shall be indemnified 
against any liability to the Fund or to its shareholders (or any expenses 
incident to such liability) arising out of PNC Bank's own willful misfeasance, 
bad faith, negligence or reckless disregard of its duties and obligations under 
this Agreement.
	13.  Responsibility of PNC Bank.  PNC Bank shall be under no duty to take 
any action on behalf of the Fund except as specifically set forth herein or as 
may be specifically agreed to by PNC Bank, in writing.  PNC Bank shall be 
obligated to exercise care and diligence in the performance of its duties 
hereunder, to act in good faith and to use its best effort, within reasonable 
limits, in performing services provided for under this Agreement.  PNC Bank 
shall be responsible for its own negligent failure to perform its duties 
under this Agreement. Notwithstanding the foregoing, PNC Bank shall not be 
responsible for losses beyond its control, provided that PNC Bank has acted
in accordance with 
the standard of care set forth above; and provided further that PNC Bank shall 
only be responsible for that portion of losses or damages suffered by the Fund 
that are attributable to the negligence of PNC Bank.
	Without limiting the generality of the foregoing or of any other provision 
of this Agreement, PNC Bank, in connection with its duties under this 
Agreement, 
shall not be under any duty or obligation to inquire into and shall not be 
liable for (a) the validity or invalidity or authority or lack thereof of 
any Oral or Written Instruction, notice or other instrument which conforms 
to the applicable 
requirements of this Agreement, and which PNC Bank reasonably believes to be 
genuine; or (b) delays or errors or loss of data occurring by reason of 
circumstances beyond PNC Bank's control, including acts of civil or military 
authority, national emergencies, labor difficulties, fire, flood or 
catastrophe, acts of God, insurrection, war, riots or failure of the mails, 
transportation, communication or power supply.
	Notwithstanding anything in this Agreement to the contrary, PNC Bank shall 
have no liability to the Fund for any consequential, special or indirect losses 
or damages which the Fund may incur or suffer by or as a consequence of PNC 
Bank's performance of the services provided hereunder, whether or not the 
likelihood of such losses or damages was known by PNC Bank.
	14.  Description of Services.
		(a)  Delivery of the Property.  The Fund will deliver or arrange for 
delivery to PNC Bank, all the property owned by the Fund, including cash 
received 
as a result of the distribution of its Shares, during the period that is set 
forth in this Agreement.  PNC Bank will not be responsible for such property 
until actual receipt.
		(b)  Receipt and Disbursement of Money.  PNC Bank, acting upon 
Written Instructions, shall open and maintain separate account(s) in the Fund's 
name using all cash received from or for the account of the Fund, subject 
to the terms of this Agreement.  In addition, upon Written Instructions, 
PNC Bank shall 
open separate custodial accounts for each separate series, class or 
portfolio of 
the Fund and shall hold in such account(s) all cash received from or for the 
accounts of the Fund specifically designated to each separate series, class or 
portfolio.  PNC Bank shall make cash payments from or for the account of 
the Fund only for:
			(i)	purchases of securities in the name of the Fund or PNC 
Bank or PNC Bank's nominee as provided in sub-paragraph 
j and for which PNC Bank has received a copy of the 
broker's or dealer's confirmation or payee's invoice, as 
appropriate;
		    (ii)	purchase or redemption of Shares of the Fund   delivered 
to PNC Bank;
		   (iii)	payment of, subject to Written Instructions, interest, 
taxes, administration, accounting, distribution, 
advisory, management fees or similar expenses which are 
to be borne by the Fund;
		    (iv)	payment to, subject to receipt of Written Instructions, 
the Fund's transfer agent, as agent for the 
shareholders, an amount equal to the amount of dividends 
and distributions stated in the Written Instructions to 
be distributed in cash by the transfer agent to 
shareholders, or, in lieu of paying the Fund's transfer 
agent, PNC Bank may arrange for the direct payment of 
cash dividends and distributions to shareholders in 
accordance with procedures mutually agreed upon from 
time to time by and among the Fund, PNC Bank  and the 
Fund's transfer agent;
			(v)	payments, upon receipt of Written Instructions, in 
connection with the conversion, exchange or surrender of 
securities owned or subscribed to by the Fund and held 
by or delivered to PNC Bank;
		    (vi)	payments of the amounts of dividends received  with 
respect to securities sold short; payments made to a 
sub-custodian pursuant to provisions in sub-paragraph c 
of this Paragraph; and 
		  (viii)	payments, upon Written Instructions made for other 
proper Fund purposes.  PNC Bank is hereby authorized to 
endorse and collect all checks, drafts or other orders 
for the payment of money received as custodian for the 
account of the Fund.
		(c)  Receipt of Securities.
			(i)	PNC Bank shall hold all securities received  by it for 
the account of the Fund in a  separate account that 
physically segregates  such securities from those of any 
other   persons, firms or corporations, except for 
securities held in a Book-Entry System.  All such   
securities shall be held or disposed of only  upon 
Written Instructions of the Fund  pursuant to the terms 
of this Agreement.  PNC Bank shall have no power or 
authority to assign, hypothecate, pledge or otherwise 
dispose of any such securities or investment, except 
upon the express terms of this Agreement and upon 
Written Instructions, accompanied by a certified 
resolution of the Fund's Governing Board, authorizing 
the transaction.  In no case may any member of the 
Fund's Governing Board, or any officer, employee or 
agent of the Fund withdraw any securities.  At PNC 
Bank's own expense and for its own convenience, PNC Bank 
may enter into sub-custodian agreements with other banks 
or trust companies to perform duties described in this 
sub-paragraph c.  Such bank or trust company shall have 
an aggregate capital, surplus and undivided profits, 
according to its last published report, of at least one 
million dollars ($1,000,000), if it is a subsidiary or 
affiliate of PNC Bank, or at least twenty million 
dollars ($20,000,000) if such bank or trust company is 
not a subsidiary or affiliate of PNC Bank.  In addition, 
such bank or trust company must agree to comply with the 
relevant provisions of the 1940 Act and other applicable 
rules and regulations.  PNC Bank shall remain 
responsible for the performance of all of its duties as 
described in this Agreement and shall hold the Fund 
harmless from PNC Bank's own (or any sub-custodian 
chosen by PNC Bank under the terms of this sub-paragraph 
c) acts or omissions, under the standards of care 
provided for herein.
		(d)  Transactions Requiring Instructions.  Upon receipt of Oral or 
Written Instructions and not otherwise, PNC Bank, directly or through the
use of the Book-Entry System, shall:
			(i)	deliver any securities held for the Fund against the 
receipt of payment for the sale of such securities;
		    (ii)	execute and deliver to such persons as may be  
designated in such Oral or Written Instructions, 
proxies, consents, authorizations, and any other 
instruments whereby the authority of the Fund as owner 
of  any securities may be exercised;    
		   (iii)	deliver any securities to the issuer thereof,  or its 
agent, when such securities are called, redeemed, 
retired or otherwise become payable; provided that, in 
any such case, the cash or other consideration is to be 
delivered to PNC Bank;
		    (iv)	deliver any securities held for the Fund against receipt 
of other securities or cash issued or paid in connection 
with the liquidation, reorganization, refinancing, 
tender offer, merger, consolidation or recapitalization 
of any corporation, or the exercise of any conversion 
privilege;
			(v)	deliver any securities held for the Fund 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 
under the terms of this Agreement such certificates of 
deposit, interim receipts or other instruments or 
documents as may be issued to it to evidence such 
delivery;
		    (vi)	make such transfer or exchanges of the assets  of the 
Fund and take such other steps as  shall be stated in 
said Oral or Written Instructions to be for the purpose 
of effectuating a duly authorized plan of liquidation, 
reorganization, merger, consolidation or 
recapitalization of the Fund;
		   (vii)	release securities belonging to the Fund to  any bank or 
trust company for the purpose of a pledge or 
hypothecation to secure any loan incurred by the Fund; 
provided, however, that  securities shall be released 
only upon payment to PNC Bank of the monies borrowed, 
except that in cases where additional collateral is 
required to secure a borrowing already made subject to 
proper prior authorization, further securities may be 
released for that purpose; and repay such loan upon 
redelivery to it of the securities pledged or 
hypothecated therefor and upon surrender of the note or 
notes evidencing the loan;
		  (viii)	release and deliver securities owned by the Fund in 
connection with any repurchase agreement entered into on 
behalf of the Fund, but only on receipt of payment 
therefor; and pay out moneys of the Fund in connection 
with such repurchase agreements, but only upon the 
delivery of the securities;
		    (ix)	release and deliver or exchange securities owned by the 
Fund in connection with any conversion of such 
securities, pursuant to their terms, into other 
securities;
			(x)	release and deliver securities owned by the Fund for the 
purpose of redeeming in kind shares of the Fund upon 
delivery thereof to PNC Bank; and
		    (xi)	release and deliver or exchange securities owned by the 
Fund for other corporate purposes.  PNC Bank must also 
receive a certified resolution describing the nature of 
the corporate purpose and the name and address of the 
person(s) to whom delivery shall be made when such 
action is pursuant to sub-paragraph d above.
	(e)  Use of Book-Entry System.  The Fund shall deliver to PNC Bank 
certified resolutions of the Fund's Governing Board approving, authorizing and 
instructing PNC Bank on a continuous and on-going basis, to deposit in the 
Book-Entry System all securities belonging to the Fund eligible for deposit 
therein and to utilize the Book-Entry System to the extent possible in 
connection with settlements of purchases and sales of securities by the 
Fund, and deliveries 
and returns of securities loaned, subject to repurchase agreements or used as 
collateral in connection with borrowings.  PNC Bank shall continue to perform 
such duties until it receives Written or Oral Instructions authorizing contrary 
actions(s).     
	To administer the Book-Entry System properly, the following provisions 
shall apply:
			(i)	With respect to securities of the Fund which are 
maintained in the Book-Entry system, established 
pursuant to this sub-paragraph e hereof, the records of 
PNC Bank shall identify by Book-Entry or otherwise those 
securities belonging to the Fund.  PNC Bank shall 
furnish the Fund a detailed statement of the Property 
held for the Fund under this Agreement at least monthly 
and from time to time and upon written request.
		    (ii)	Securities and any cash of the Fund deposited  in the 
Book-Entry System will at all times be  segregated from 
any assets and cash controlled by PNC Bank in other than 
a  fiduciary or custodian capacity but may be commingled 
with other assets held in such capacities.  PNC Bank and 
its sub-custodian, if any, will pay out money only upon 
receipt of securities and will deliver securities only 
upon the receipt of money.
		   (iii)	All books and records maintained by PNC Bank  which 
relate to the Fund's participation in the Book-Entry 
System will at all times during PNC Bank's regular 
business hours be open to the inspection of the Fund's 
duly authorized employees or agents, and the Fund will 
be furnished with all information in respect of the 
services rendered to it as it may require.
		    (iv)	PNC Bank will provide the Fund with copies of any report 
obtained by PNC Bank on the system of internal 
accounting control of the Book-Entry System promptly 
after receipt of such a report by PNC Bank.  PNC Bank 
will also provide the Fund with such reports on its own 
system of internal control as the Fund may reasonably 
request from time to time.
		(f)  Registration of Securities.  All Securities held for the Fund 
which are issued or issuable only in bearer form, except such securities held 
in 
the Book-Entry System, shall be held by PNC Bank in bearer form; all other 
securities held for the Fund may be registered in the name of the Fund; 
PNC Bank; 
the Book-Entry System; a sub-custodian; or any duly appointed nominee(s) of the 
Fund, PNC Bank, Book-Entry system or sub-custodian.  The Fund reserves the 
right to instruct PNC Bank as to the method of registration and safekeeping
of the securities of the Fund.  The Fund agrees to furnish to PNC Bank 
appropriate instruments to enable PNC Bank to hold or deliver in proper 
form for transfer, or 
to register its registered nominee or in the name of the Book-Entry System, any 
securities which it may hold for the account of the Fund and which may from
time 
to time be registered in the name of the Fund.  PNC Bank shall hold all such 
securities which are not held in the Book-Entry System in a separate 
account for the Fund in the name of the Fund physically segregated at all 
times from those of any other person or persons.
		(g)  Voting and Other Action.  Neither PNC Bank nor its nominee 
shall vote any of the securities held pursuant to this Agreement by or for the 
account of the Fund, except in accordance with Written Instructions.  PNC Bank, 
directly or through the use of the Book-Entry System, shall execute in blank
and promptly deliver all notice, proxies, and proxy soliciting materials to the 
registered holder of such securities.  If the registered holder is not the Fund 
then Written or Oral Instructions must designate the person(s) who owns such 
securities.
		(h)  Transactions Not Requiring Instructions.  In the absence of 
contrary Written Instructions, PNC Bank is authorized to take the following 
actions:
			(i)	Collection of Income and Other Payments.
				(A)	collect and receive for the account of the Fund, 
all income, dividends,  distributions, coupons, 
option premiums, other payments and similar items, 
included or to be included in the Property, and, 
in addition, promptly advise the Fund of such 
receipt and credit such income, as collected, to 
the Fund's custodian account;
				(B)	endorse and deposit for collection, in the name of 
the Fund, checks, drafts, or other orders for the 
payment of money;
				(C)	receive and hold for the account of the Fund all 
securities received as a  distribution on the 
Fund's portfolio securities as a result of a stock 
dividend, share split-up or reorganization, 
recapitalization, readjustment or other 
rearrangement or distribution of rights or similar 
securities issued with respect to any portfolio 
securities belonging to the Fund held by PNC Bank 
hereunder;
				(D)	present for payment and collect the amount payable 
upon all securities which may mature or be called, 
redeemed, or retired, or otherwise become payable 
on the date such securities become payable; and
				(E)	take any action which may be necessary and proper 
in connection with the collection and receipt of 
such income and other payments and the endorsement 
for collection of checks, drafts, and other 
negotiable instruments.
		    (ii)  Miscellaneous Transactions.
				(A)	PNC Bank is authorized to deliver or cause to be 
delivered Property against payment or other 
consideration or written receipt therefor in the 
following cases:
					(1)	for examination by a broker or dealer 
selling for the account of the Fund in 
accordance with street delivery custom;
					(2)	for the exchange of interim receipts or 
temporary securities for definitive 
securities; and
					(3)	for transfer of securities into the name of 
the Fund or PNC Bank or nominee of either, 
or for exchange of securities for a 
different number of bonds,certificates, or 
other evidence, representing the same 
aggregate face amount or number of units 
bearing the same interest rate, maturity 
date and call provisions, if any; provided 
that, in any such case, the new securities 
are to be delivered to PNC Bank.
				(B)	Unless and until PNC Bank receives Oral or Written 
Instructions to the contrary, PNC Bank shall:
					(1)	pay all income items held by it which call 
for payment upon presentation and hold the 
cash received by it upon such payment for 
the account of the Fund;
					(2)	collect interest and cash dividends 
received, with notice to the Fund, to the 
Fund's account;
					(3)	hold for the account of the Fund all stock 
dividends, rights and similar securities 
issued with respect to any securities held 
by PNC Bank; and
					(4)	execute as agent on behalf of        the 
Fund all necessary ownership certificates 
required by the Internal Revenue Code or 
the Income Tax Regulations of the United 
States Treasury Department or under the 
laws of any State now or hereafter in 
effect, inserting the Fund's name, on such 
certificate as the owner of the securities 
covered thereby, to the extent it may 
lawfully do so.   
		(i)  Segregated Accounts.                  
			(i)	PNC Bank shall upon receipt of Written or Oral 
Instructions establish and maintain segregated 
account(s) on its records for and on behalf of the Fund. 
 Such account(s) may be used to transfer cash and 
securities, including securities in the Book-Entry 
System:
				(A)	for the purposes of compliance by the Fund with 
the procedures required by a securities or option 
exchange, providing such procedures comply with 
the 1940 Act and any releases of the SEC relating 
to the maintenance of segregated accounts by 
registered investment companies; and  
				(B)	Upon receipt of Written Instructions, for other 
proper corporate purposes.     
		    (ii)	PNC Bank may enter into separate custodial agreements 
with various futures commission merchants ("FCMs") that 
the Fund uses ("FCM Agreement").  Pursuant to an FCM 
Agreement,  the Fund's margin deposits in any 
transactions involving futures contracts and options on 
futures contracts will be held by PNC Bank in accounts 
("FCM Account") subject to the disposition by the FCM 
involved in such contracts and in accordance with the 
customer contract between FCM and the Fund ("FCM 
Contract"), SEC rules and the rules of the applicable 
commodities exchange.  Such FCM Agreements shall only be 
 entered into upon receipt of Written  Instructions from 
the Fund which state that:
				(A)	a customer agreement between the FCM and  the Fund 
has been entered into; and
				(B)	the Fund is in compliance with all the rules and 
regulations of the CFTC. Transfers of initial 
margin shall be made into a FCM Account only upon 
Written Instructions; transfers of premium and 
variation margin may be made  into a FCM Account 
pursuant to Oral Instructions.
					Transfers of funds from a FCM Account to the FCM 
for which PNC Bank holds such an account may only 
occur upon certification by the FCM to PNC Bank 
that pursuant to the FCM Agreement and the FCM 
Contract, all conditions precedent to its right to 
give PNC Bank such instructions have been 
satisfied.
		   (iii)	PNC Bank shall arrange for the establishment  of IRA 
custodian accounts for such share- holders holding 
Shares through IRA accounts, in accordance with the 
Fund's prospectuses, the Internal Revenue Code 
(including regulations), and with such other procedures 
as are mutually agreed upon from time to time by and 
among the Fund, PNC Bank and the Fund's transfer agent.
		(j)  Purchases of Securities.  PNC Bank shall settle purchased 
securities upon receipt of Oral or Written Instructions from the Fund or its 
investment advisor(s) that specify:
			(i)	the name of the issuer and the title of the securities, 
including CUSIP number if applicable;
		    (ii)	the number of shares or the principal amount purchased 
and accrued interest, if any;
		   (iii)	the date of purchase and settlement;
		    (iv)	the purchase price per unit;
			(v)	the total amount payable upon such purchase; and
		    (vi)	the name of the person from whom or the broker through 
whom the purchase was made. PNC Bank shall upon receipt 
of securities purchased by or for the Fund pay out of 
the moneys held for the account of the Fund the total 
amount payable to the person from whom or the broker 
through whom the purchase was made, provided that the 
same conforms to the total amount payable as set forth 
in such Oral or Written Instructions.
		(k)  Sales of Securities.  PNC Bank shall settle sold securities 
upon receipt of Oral or Written Instructions from the Fund that specify:
         		(i)	the name of the issuer and the title of the security, 
including CUSIP number if applicable;
		    (ii)	the number of shares or principal amount sold, and 
accrued interest, if any;
		   (iii)	the date of trade, settlement and sale;
		    (iv)	the sale price per unit;
			(v)	the total amount payable to the Fund upon such sale;
		    (vi)	the name of the broker through whom or the person to 
whom the sale was made; and
		   (vii)	the location to which the security must be delivered and 
delivery deadline, if any. PNC Bank shall deliver the 
securities upon receipt of the total amount payable to 
the Fund upon such sale, provided that the total amount 
payable is the same as was set forth in the Oral or 
Written Instructions.  Subject to the foregoing, PNC 
Bank may accept payment in such form as shall be 
satisfactory to it, and may deliver securities and 
arrange for payment in accordance with the customs 
prevailing among dealers in securities.
		(l)  Reports.
			(i)	PNC Bank shall furnish the Fund the following reports:
				(A)	such periodic and special reports as the Fund may 
reasonably request;
				(B)	a monthly statement summarizing all transactions 
and entries for the account of the Fund, listing 
the portfolio securities belonging to the Fund 
with the adjusted average cost of each issue and 
the market value at the end of such month, and 
stating the cash account of the Fund including 
disbursement;
				(C)	the reports to be furnished to the Fund pursuant 
to Rule 17f-4; and
				(D)	such other information as may be agreed upon from 
time to time between the Fund and PNC Bank.
		    (ii)	PNC Bank shall transmit promptly to the Fund any proxy 
statement, proxy material, notice of a call or 
conversion or similar communication received by it as 
custodian of the Property. PNC Bank shall be under no 
other obligation to inform the Fund as to such actions 
or events.
		(m)  Collections.  All collections of monies or other property, in 
respect, or which are to become part of the Property (but not the safekeeping 
thereof upon receipt by PNC Bank) shall be at the sole risk of the Fund.  If 
payment is not received by PNC Bank within a reasonable time after proper 
demands 
have been made, PNC Bank shall notify the Fund in writing, including copies of 
all demand letters, any written responses, memoranda of all oral responses and 
telephonic demands thereto, and await instructions from the Fund.  PNC Bank 
shall not be obliged to take legal action for collection unless and until 
reasonably indemnified to its satisfaction.  PNC Bank shall also notify the 
Fund as soon as 
reasonably practicable whenever income due on securities is not collected in 
due course.
	15.  Duration and Termination.  This Agreement shall continue until 
terminated by the Fund or by PNC Bank on sixty (60) days' prior written 
notice to 
the other party.  In the event this Agreement is terminated 
(pending appointment of a successor to PNC Bank or vote of the shareholders
 of the Fund to dissolve or 
to function without a custodian of its cash, securities or other property), PNC 
Bank shall not deliver cash, securities or other property of the Fund to the 
Fund.  It may deliver them to a bank or trust company of PNC Bank's choice, 
having an aggregate capital, surplus and undivided profits, as shown by its 
last published report, of not less than twenty million dollars ($20,000,000),
as a custodian for the Fund to be held under terms similar to those of this 
Agreement. 
 PNC Bank shall not be required to make any such delivery or payment until full 
payment shall have been made to PNC Bank of all of its fees, compensation, 
costs and expenses.  PNC Bank shall have a security interest in and shall 
have a right of setoff against Property in the Fund's possession as 
security for the payment of such fees, compensation, costs and expenses.     
	16.  Notices.  All notices and other communications, including Written 
Instructions, shall be in writing or by confirming telegram, cable, telex or 
facsimile sending device.  Notice shall be addressed (a) if to PNC Bank at PNC 
Bank's address: Airport Business Center, International Court 2, 200 Stevens 
Drive, Lester, Pennsylvania 19113, marked for the attention of the Custodian 
Services Department (or its successor) (b) if to the Fund, at the 
address of the Fund; or (c) if to neither of the foregoing, at such other 
address as shall have 
been notified to the sender of any such notice or other communication.  
If notice is sent by confirming telegram, cable, telex or facsimile 
sending device, it 
shall be deemed to have been given immediately.  If notice is sent by 
first-class mail, it shall be deemed to have been given five days after it 
has been mailed.  
If notice is sent by messenger, it shall be deemed to have been given on the 
day it is delivered.
	17.  Amendments.  This Agreement, or any term hereof, may be changed or 
waived only by a written amendment, signed by the party against whom 
enforcement of such change or waiver is sought.    
 	18.  Delegation.  PNC Bank may assign 
its rights and delegate its duties hereunder to any wholly-owned direct or 
indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., 
provided that (i) PNC Bank gives the Fund thirty (30) days prior written 
notice; (ii) the 
delegate agrees with PNC Bank to comply with all relevant provisions of
 the 1940 Act; and (iii) PNC Bank and such delegate promptly provide such 
information as the Fund may request, and respond to such questions as the 
Fund may ask, relative 
to the assignment, including (without limitation) the capabilities of the 
delegate.     
	19.  Counterparts.  This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.  	20.  Further Actions.  
Each party agrees to perform such further acts and execute such further 
documents 
as are necessary to effectuate the purposes hereof.     
	21.  Miscellaneous.  This Agreement embodies the entire agreement and 
understanding between the parties and supersedes all prior agreements and 
understandings relating to the subject matter hereof, provided that the parties 
may embody in one or more separate documents their agreement, if any, with 
respect to delegated duties and/or Oral Instructions.  The captions in this 
Agreement are included for convenience of reference only and in no way 
define or delimit any of the provisions hereof or otherwise affect their 
construction or effect.             
	This Agreement shall be deemed to be a contract made in Pennsylvania and 
governed by Pennsylvania law, without regard to principles of conflicts of 
law.  If any provision of this Agreement shall be held or made invalid by a 
court decision, statute, rule or otherwise, the remainder of this Agreement 
shall not 
be affected thereby.  This Agreement shall be binding upon and shall inure 
to the benefit of the parties hereto and their respective successors and 
permitted assigns.     
	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their officers designated below on the day and year first above 
written.                                 

						PNC BANK, NATIONAL ASSOCIATION             

						By:                                  		
					Title:                          


	MANAGED MUNICIPALS PORTFOLIO II INC.



						By:                                  		
					Title:                       
	                       		      


	AUTHORIZED PERSONS APPENDIX


NAME (Type)							SIGNATURE


                     					                     


                     					                     


                     					                     


                     					                     


                     					                     
        
 



 

 


	25