FORM OF 
TRANSFER AGENCY AND REGISTRAR AGREEMENT 


	AGREEMENT, dated as of ___________, 199_ between 
(the "Fund"), a corporation organized under the laws of 
______and having its principal place of business 
at________________, and First Data Investors Services 
Group, Inc.INC. (MA) (the "Transfer Agent"), a 
Massachusetts corporation with principal offices at One 
Exchange Place, 53 State Street, Boston, Massachusetts  
02109. 

W I T N E S S E T H 


	That for and in consideration of the mutual 
covenants and promises hereinafter set forth, the Fund and 
the Transfer Agent agree as follows: 

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

		(a)	"Articles of Incorporation" shall mean 
the Articles of Incorporation, Declaration of Trust, 
Partnership Agreement, or similar organizational document 
as the case may be, of the Fund as the same may be amended 
from time to time. 

		(b)  "Authorized Person" shall be deemed to 
include any person, whether or not such person is an 
officer or employee of the Fund, duly authorized to give 
Oral Instructions or Written Instructions on behalf of the 
Fund as indicated in a certificate furnished to the 
Transfer Agent pursuant to Section 4(c) hereof as may be 
received by the Transfer Agent from time to time.   

		(c)  "Board of Directors" shall mean the Board 
of Directors, Board of Trustees or, if the Fund is a 
limited partnership, the General Partner(s) of the Fund, 
as the case may be. 

		(d)  "Commission" shall mean the Securities 
and Exchange Commission. 

		(e)  "Custodian" refers to any custodian or 
subcustodian of securities and other property which the 
Fund may from time to time deposit, or cause to be 
deposited or held under the name or account of such a 
custodian pursuant to a Custodian Agreement. 

		(f)  "Fund" shall mean the entity executing 
this Agreement, and if it is a series fund, as such term 
is used in the 1940 Act, such term shall mean each series 
of the Fund hereafter created, except that appropriate 
documentation with respect to each series must be 
presented to the Transfer Agent before this Agreement 
shall become effective with respect to each such series. 

		(g)  "1940 Act" shall mean the Investment 
Company Act of 1940. 

		(h)  "Oral Instructions" shall mean 
instructions, other than Written Instructions, actually 
received by the Transfer Agent from a person reasonably 
believed by the Transfer Agent to be an Authorized Person; 

		(i)  "Prospectus" shall mean the most recently 
dated Fund Prospectus and Statement of Additional 
Information, including any supplements thereto if any, 
which has become effective under the Securities Act of 
1933 and the 1940 Act. 

		(j)  "Shares" refers collectively to such 
shares of capital stock, beneficial interest or limited 
partnership interests, as the case may be, of the Fund as 
may be issued from time to time and, if the Fund is a 
closed-end or a series fund, as such terms are used in the 
1940 Act any other classes or series of stock, shares of 
beneficial interest or limited partnership interests that 
may be issued from time to time.   

		(k)  "Shareholder" shall mean a holder of 
shares of capital stock, beneficial interest or any other 
class or series, and also refers to partners of limited 
partnerships. 

		(l)  "Written Instructions" shall mean a 
written communication signed by a person reasonably 
believed by the Transfer Agent to be an Authorized Person 
and actually received by the Transfer Agent.  Written 
Instructions shall include manually executed originals and 
authorized electronic transmissions, including 
telefacsimile of a manually executed original or other 
process. 

	2.  Appointment of the Transfer Agent.  The Fund 
hereby appoints and constitutes the Transfer Agent as 
transfer agent, registrar and dividend disbursing agent 
for Shares of the Fund and as shareholder servicing agent 
for the Fund.  The Transfer Agent accepts such 
appointments and agrees to perform the duties hereinafter 
set forth. 

	3.  Compensation. 

		(a)	The Fund will compensate or cause the 
Transfer Agent to be compensated for the performance of 
its obligations hereunder in accordance with the fees set 
forth in the written schedule of fees annexed hereto as 
Schedule A and incorporated herein.  The Transfer Agent 
will transmit an invoice to the Fund as soon as 
practicable after the end of each calendar month which 
will be detailed in accordance with Schedule A, and the 
Fund will pay to the Transfer Agent the amount of such 
invoice within thirty (30) days after the Fund's receipt 
of the invoice. 

	In addition, the Fund agrees to pay, and will be 
billed separately for, reasonable out-of-pocket expenses 
incurred by the Transfer Agent in the performance of its 
duties hereunder. Out-of-pocket expenses shall include, 
but shall not be limited to, the items specified in the 
written schedule of out-of-pocket charges annexed hereto 
as Schedule B and incorporated herein. Unspecified 
out-of-pocket expenses shall be limited to those 
out-of-pocket expenses reasonably incurred by the Transfer 
Agent in the performance of its obligations hereunder.  
Reimbursement by the Fund for expenses incurred by the 
Transfer Agent in any month shall be made as soon as 
practicable but no later than 15 days after the receipt of 
an itemized bill from the Transfer Agent. 

		(b)  Any compensation agreed to hereunder may 
be adjusted from time to time by attaching to Schedule A, 
a revised fee schedule executed and dated by the parties 
hereto. 

	4.  Documents.  In connection with the appointment 
of the Transfer Agent the Fund shall deliver or caused to 
be delivered to the Transfer Agent the following documents 
on or before the date this Agreement goes into effect, but 
in any case within a reasonable period of time for the 
Transfer Agent to prepare to perform its duties hereunder: 

		(a)	If applicable, specimens of the 
certificates for Shares of the Fund; 

		(b)  All account application forms and other 
documents relating to Shareholder accounts or to any plan, 
program or service offered by the Fund; 

		(c)  A signature card bearing the signatures 
of any officer of the Fund or other Authorized Person who 
will sign Written Instructions or is authorized to give 
Oral Instructions. 

		(d)  A certified copy of the Articles of 
Incorporation, as amended; 

		(e) 	A certified copy of the By-laws of the 
Fund, as amended; 

		(f)  A copy of the resolution of the Board of 
Directors authorizing the execution and delivery of this 
Agreement; 
		
		(g)  A certified list of Shareholders of the 
Fund with the name, address and taxpayer identification 
number of each Shareholder, and the number of Shares of 
the Fund held by each, certificate numbers and 
denominations (if any certificates have been issued), 
lists of any accounts against which stop transfer orders 
have been placed, together with the reasons therefore, and 
the number of Shares redeemed by the Fund; and 

		(h)  An opinion of counsel for the Fund with 
respect to the validity of the Shares and the status of 
such Shares under the Securities Act of 1933, as amended. 

	5.  Further Documentation.  The Fund will also 
furnish the Transfer Agent with copies of the following 
documents promptly after the same shall become available: 

		(a)  each resolution of the Board of Directors 
authorizing the issuance of Shares; 

		(b)  any registration statements filed on 
behalf of the Fund and all pre-effective and 
post-effective amendments thereto filed with the 
Commission; 

		(c)  a certified copy of each amendment to the 
Articles of Incorporation or the By-laws of the Fund; 

		(d)  certified copies of each resolution of 
the Board of Directors or other authorization designating 
Authorized Persons; and 

		(e)  such other certificates, documents or 
opinions as the TransferAgent may reasonably request in 
connection with the performance of its duties hereunder. 

	6.  Representations of the Fund.  The Fund 
represents to the Transfer Agent that all outstanding 
Shares are validly issued, fully paid and non-assessable. 
When Shares are hereafter issued in accordance with the 
terms of the Fund'sArticles of Incorporation and its 
Prospectus, such Shares shall be validly issued, fully 
paid and non-assessable.   

	7.  Distributions Payable in Shares.  In the event 
that the Board of Directors of the Fund shall declare a 
distribution payable in Shares, the Fund shall deliver or 
cause to be delivered to the Transfer Agent written notice 
of such declaration signed on behalf of the Fund by an 
officer thereof, upon which the Transfer Agent shall be 
entitled to rely for all purposes, certifying (i) the 
identity of the Shares involved, (ii) the number of Shares 
involved, and (iii) that all appropriate action has been 
taken. 

	8.  Duties of the Transfer Agent.  The Transfer 
Agent shall be responsible for administering and/or 
performing those functions typically performed by a 
transfer agent; for acting as service agent in connection 
with dividend and distribution functions; and for 
performing shareholder account and administrative agent 
functions in connection with the issuance, transfer and 
redemption or repurchase (including coordination with the 
Custodian) of Shares in accordance with the terms of the 
Prospectus and applicable law. The operating standards and 
procedures to be followed shall be determined from time to 
time by agreement between the Fund and the Transfer Agent 
and shall initially be as described in Schedule C attached 
hereto.  In addition, the Fund shall deliver to the 
Transfer Agent all notices issued by the Fund with respect 
to the Shares in accordance with and pursuant to the 
Articles of Incorporation or By-laws of the Fund or as 
required by law and shall perform such other specific 
duties as are set forth in the 

	9.  Record Keeping and Other Information.  The 
Transfer Agent shall create and maintain all records 
required of it pursuant to its duties hereunder and as set 
forth in Schedule C in accordance with all applicable 
laws, rules and regulations, including records required by 
Section 31(a) of the 1940 Act.  All records shall be 
available during regular business hours for inspection and 
use by the Fund.  Where applicable, such records shall be 
maintained by the Transfer Agent for the periods and in 
the places required by Rule 31a-2 under the 1940 Act. 

	Upon reasonable notice by the Fund, the Transfer 
Agent shall make available during regular business hours 
such of its facilities and premises employed in connection 
with the performance of its duties under this Agreement 
for reasonable visitation by the Fund, or any person 
retained by the Fund as may be necessary for the Fund to 
evaluate the quality of the services performed by the 
Transfer Agent pursuant hereto. 

	10.  Other Duties.  In addition to the duties set 
forth in Schedule C, the Transfer Agent shall perform such 
other duties and functions, and shall be paid such amounts 
therefor, as may from time to time be agreed upon in 
writing between the Fund and the Transfer Agent.  The 
compensation for such other duties and functions shall be 
reflected in a written amendment to Schedule A or B and 
the duties and functions shall be reflected in an 
amendment to Schedule C, both dated and signed by 
authorized persons of the parties hereto. 

	11.  Reliance by Transfer Agent; Instructions 

		(a)  The Transfer Agent will have no liability 
when acting upon Written or Oral Instructions believed to 
have been executed or orally communicated by an Authorized 
Person and will not be held to have any notice of any 
change of authority of any person until receipt of a 
Written Instruction thereof from the Fund pursuant to 
Section 4(c).  The Transfer Agent will also have no 
liability when processing Share certificates which it 
reasonably believes to bear the proper manual or facsimile 
signatures of the officers of the Fund and the proper 
countersignature of the Transfer Agent. 

		(b)  At any time, the Transfer Agent may apply 
to any Authorized Person of the Fund for Written 
Instructions and may seek advice from legal counsel for 
the Fund, or its own legal counsel, with respect to any 
matter arising in connection with this Agreement, and it 
shall not be liable for any action taken or not taken or 
suffered by it in good faith in accordance with such 
Written Instructions or in accordance with the opinion of 
counsel for the Fund or for the Transfer Agent.  Written 
Instructions requested by the Transfer Agent will be 
provided by the Fund within a reasonable period of time.  
In addition, the Transfer Agent, its officers, agents or 
employees, shall accept Oral Instructions or Written 
Instructions given to them by any person representing or 
acting on behalf of the Fund only if said representative 
is an Authorized Person.  The Fund agrees that all Oral 
Instructions shall be followed within one business day by 
confirming Written Instructions, and that the Fund's 
failure to so confirm shall not impair in any respect the 
Transfer Agent's right to rely on Oral Instructions.  The 
Transfer Agent shall have no duty or obligation to inquire 
into, nor shall the Transfer Agent be responsible for, the 
legality of any act done by it upon the request or 
direction of a person reasonably believed by the Transfer 
Agent to be an Authorized Person. 

		(c)  Notwithstanding any of the foregoing 
provisions of this Agreement, the Transfer Agent shall be 
under no duty or obligation to inquire into, and shall not 
be liable for:  (i) the legality of the issuance or sale 
of any Shares or the sufficiency of the amount to be 
received therefor; (ii) the legality of the redemption of 
any Shares, or the propriety of the amount to be paid 
therefor; (iii) the legality of the declaration of any 
dividend by the Board of Directors, or the legality of the 
issuance of any Shares in payment of any dividend; or (iv) 
the legality of any recapitalization or readjustment of 
the Shares. 

	12.  Acts of God, etc.  The Transfer Agent will not 
be liable or responsible for delays or errors by acts of 
God or by reason of circumstances beyond its control, 
including acts of civil or military authority, national 
emergencies, labor difficulties, mechanical breakdown, 
insurrection, war, riots, or failure or unavailability of 
transportation, communication or power supply, fire, flood 
or other catastrophe. 

	13.  Duty of Care and Indemnification.  Each party 
hereto (the "Indemnifying Party') will indemnify the other 
party (the "Indemnified Party") against and hold it 
harmless from any and all losses, claims, damages, 
liabilities or expenses of any sort or kind (including 
reasonable counsel fees and expenses) resulting from any 
claim, demand, action or suit or other proceeding (a 
"Claim") unless such Claim has resulted from a negligent 
failure to act or omission to act or bad faith of the 
Indemnified Party in the performance of its duties 
hereunder.  In addition, the Fund will indemnify the 
Transfer Agent against and hold it harmless from any 
Claim, damages, liabilities or expenses (including 
reasonable counsel fees) that is a result of: (i) any 
action taken in accordance with Written or Oral 
Instructions, or any other instructions, or share 
certificates reasonably believed by the Transfer Agent to 
be genuine and to be signed, countersigned or executed, or 
orally communicated by an Authorized Person; (ii) any 
action taken in accordance with written or oral advice 
reasonably believed by the Transfer Agent to have been 
given by counsel for the Fund or its own counsel; or (iii) 
any action taken as a result of any error or omission in 
any record (including but not limited to magnetic tapes, 
computer printouts, hard copies and microfilm copies) 
delivered, or caused to be delivered by the Fund to the 
Transfer Agent in connection with this Agreement. 

	In any case in which the Indemnifying Party may be 
asked to indemnify or hold the Indemnified Party harmless, 
the Indemnifying Party shall be advised of all pertinent 
facts concerning the situation in question.  The 
Indemnified Party will notify the Indemnifying Party 
promptly after identifying any situation which it believes 
presents or appears likely to present a claim for 
indemnification against the Indemnifying Party although 
the failure to do so shall not prevent recovery by the 
Indemnified Party.  The Indemnifying Party shall have the 
option to defend the Indemnified Party against any Claim 
which may be the subject of this indemnification, and, in 
the event that the Indemnifying Party so elects, such 
defense shall be conducted by counsel chosen by the 
Indemnifying Party and satisfactory to the Indemnified 
Party, and thereupon the Indemnifying Party shall take 
over complete defense of the Claim and the Indemnified 
Party shall sustain no further legal or other expenses in 
respect of such Claim.  The Indemnified Party will not 
confess any Claim or make any compromise in any case in 
which the Indemnifying Party will be asked to provide 
indemnification, except with the Indemnifying Party's 
prior written consent.  The obligations of the parties 
hereto under this Section shall survive the termination of 
this Agreement. 

	14.  Consequential Damages.  In no event and under 
no circumstances shall either party under this Agreement 
be liable to the other party for indirect loss of profits, 
reputation or business or any other special damages under 
any provision of this Agreement or for any act or failure 
to act hereunder. 

	15.  Term and Termination.  

		(a)  This Agreement shall be effective on the 
date first written above and shall continue until 
September 2, 1994, and thereafter shall automatically 
continue for successive annual periods ending on the 
anniversary of the date first written above, provided that 
it may be terminated by either party upon written notice 
given at least 60 days prior to termination. 

		(b)	In the event a termination notice is 
given by the Fund, it shall be accompanied by a resolution 
of the Board of Directors, certified by the Secretary of 
the Fund, designating a successor transfer agent or 
transfer agents.  Upon such termination and at the expense 
of the Fund, the Transfer Agent will deliver to such 
successor a certified list of shareholders of the Fund 
(with names and addresses), and all other relevant books, 
records, correspondence and other Fund records or data in 
the possession of the Transfer Agent, and the Transfer 
Agent will cooperate with the Fund and any successor 
transfer agent or agents in the substitution process. 

	16.  Confidentiality.  Both parties hereto agree 
that any non public information obtained hereunder 
concerning the other party is confidential and may not be 
disclosed to any other person without the consent of the 
other party, except as may be required by applicable law 
or at the request of the Commission or other governmental 
agency.  The parties further agree that a breach of this 
provision would irreparably damage the other party and 
accordingly agree that each of them is entitled, without 
bond or other security, to an injunction or injunctions to 
prevent breaches of this provision. 

	17.  Amendment.  This Agreement may only be amended 
or modified by a written instrument executed by both 
parties. 

	18.  Subcontracting.  The Fund agrees that the 
Transfer Agent may, in its discretion, subcontract for 
certain of the services described under this Agreement or 
the Schedules hereto; provided that the appointment of any 
such Transfer Agent shall not relieve the Transfer Agent 
of its responsibilities hereunder. 

	19.  Miscellaneous. 

		(a)  Notices.  Any notice or other instrument 
authorized or required by this Agreement to be given in 
writing to the Fund or the Transfer Agent, shall be 
sufficiently given if addressed to that party and received 
by it at its office set forth below or at such other place 
as it may from time to time designate in writing. 

To the Fund: 

[NAME OF FUND]
388 Greenwich Street, 22 Floor
New York, NY 10013
Attention:Heath B. McLendon


To the Transfer Agent: 

The Shareholder Services Group 
One Exchange Place 
53 State Street 
Boston, Massachusetts  02109 

		(b)	Successors.  This Agreement shall extend 
to and shall be binding upon the parties hereto, and their 
respective successors and assigns, provided, however, that 
this Agreement shall not be assigned to any person other 
than a person controlling, controlled by or under common 
control with the assignor without the written consent of 
the other party, which consent shall not be unreasonably 
withheld. 

		(c)  Governing Law.  This Agreement shall be 
governed exclusively by the laws of the State of New York 
without reference to the choice of law provisions thereof.  
Each party hereto hereby agrees that (i) the Supreme Court 
of New York sitting in New York County shall have 
exclusive jurisdiction over any and all disputes arising 
hereunder; (ii) hereby consents to the personal 
jurisdiction of such court over the parties hereto, hereby 
waiving any defense of lack of personal jurisdiction; and 
(iii) appoints the person to whom notices hereunder are to 
be sent as agent for service of process. 

		(d)  Counterparts.  This Agreement may be 
executed in any number of counterparts, each of which 
shall be deemed to be an original; but such counterparts 
shall, together, constitute only one instrument. 

		(e)  Captions.  The captions of this Agreement 
are included for convenience of reference only and in no 
way define or delimit any of the provisions hreof or 
otherwise affect their construction or effect. 

		(f)  Use of Transfer Agent's Name.  The Fund 
shall not use the name of the Transfer Agent in any 
Prospectus, Statement of Additional Information, 
shareholders' report, sales literature or other material 
relating to the Fund in a manner not approved prior 
thereto in writing; provided, that the Transfer Agent need 
only receive notice of all reasonable uses of its name 
which merely refer in accurate terms to its appointment 
hereunder or which are required by any government agency 
or applicable law or rule. Notwithstanding the foregoing, 
any reference to the Transfer Agent shall include a 
statement to the effect that it is a wholly owned 
subsidiary of First Data Corporation. 


		(g)  Use of Fund's Name.  The Transfer Agent 
shall not use the name of the Fund or material relating to 
the Fund on any documents or forms for other than internal 
use in a manner not approved prior thereto in writing; 
provided, that the Fund need only receive notice of all 
reasonable uses of its name which merely refer in accurate 
terms to the appointment of the Transfer Agent or which 
are required by any government agency or applicable law or 
rule. 

		(h)  Independent Contractors.  The parties 
agree that they are independent contractors and not 
partners or co-venturers. 

		(i)  Entire Agreement; Severability.  This 
Agreement and the Schedules attached hereto constitute the 
entire agreement of the parties hereto relating to the 
matters covered hereby and supersede any previous 
agreements.  If any provision is held to be illegal, 
unenforceable or invalid for any reason, the remaining 
provisions shall not be affected or impaired thereby.   

			IN WITNESS WHEREOF, the parties hereto 
have caused this Agreement to be executed by their duly 
authorized officers, as of the day and year first above 
written. 

[NAME OF FUND]


By: _______________



FIRST DATA INVESTORS SERVICES GROUP, INC. 


By:__________________

 A-1

Transfer Agent Fee

Schedule A

Class A shares

The Fund shall pay the Transfer Agent an annualized fee of 
$11.00 per shareholder account that is open during any 
monthly period. Such fee shall be billed by the Transfer 
Agent monthly in arrears on a prorated basis of 1/12 of 
the annualized fee for all accounts that are open during 
such a month.

The Fund shall pay the Transfer Agent an additional fee of 
$.125 per closed account per month applicable to those 
shareholder accounts which close in a given month and 
remain closed through the following month-end billing 
cycle.  Such fee shall be billed by the Transfer Agent 
monthly in arrears.


Class B shares

The Fund shall pay the Transfer Agent an annualized fee of 
$12.50 per shareholder account that is open during any 
monthly period. Such fee shall be billed by the Transfer 
Agent monthly in arrears on a prorated basis of 1/12 of 
the annualized fee for all accounts that are open during 
such a month.

The Fund shall pay the Transfer Agent an additional fee of 
$.125 per closed account per month applicable to those 
shareholder accounts which close in a given month and 
remain closed through the following month-end billing 
cycle.  Such fee shall be billed by the Transfer Agent 
monthly in arrears.


Class C shares

The Fund shall pay the Transfer Agent an annualized fee of 
$8.50 per shareholder account that is open during any 
monthly period. Such fee shall be billed by the Transfer 
Agent monthly in arrears on a prorated basis of 1/12 of 
the annualized fee for all accounts that are open during 
such a month.

The Fund shall pay the Transfer Agent an additional fee of 
$.125 per closed account per month applicable to those 
shareholder accounts which close in a given month and 
remain closed through the following month-end billing 
cycle.  Such fee shall be billed by the Transfer Agent 
monthly in arrears.




A-2

Class D shares

The Fund shall pay the Transfer Agent an annualized fee of 
$9.50 per shareholder account that is open during any 
monthly period. Such fee shall be billed by the Transfer 
Agent monthly in arrears on a prorated basis of 1/12 of 
the annualized fee for all accounts that are open during 
such a month.

The Fund shall pay the Transfer Agent an additional fee of 
$.125 per closed account per month applicable to those 
shareholder accounts which close in a given month and 
remain closed through the following month-end billing 
cycle.  Such fee shall be billed by the Transfer Agent 
monthly in arrears.




B-1

 Schedule B 
 
 
OUT-OF-POCKET EXPENSES 

	The Fund shall reimburse the Transfer Agent monthly 
for applicable out-of-pocket expenses, including, but not 
limited to the following items:
		
		- Microfiche/microfilm production 
		- Magnetic media tapes and freight 
		- Printing costs, including certificates, 
envelopes, checks and stationery
		- Postage (bulk, pre-sort, ZIP+4, barcoding, 
first class) direct pass through to the Fund
		- Due diligence mailings
		- Telephone and telecommunication costs, 
including
		all lease, maintenance and line costs
		- Proxy solicitations, mailings and 
tabulations
		- Daily & Distribution advice mailings
		- Shipping, Certified and Overnight mail and 
insurance
		- Year-end form production and mailings
		- Terminals, communication lines, printers and 
other equipment and any expenses incurred in connection 
with such terminals and lines
		- Duplicating services
		- Courier services
		- Incoming and outgoing wire charges 
		- Federal Reserve charges for check clearance
		- Record retention, retrieval and destruction 
costs, including, but not limited to exit fees charged by 
third party record keeping vendors 
		- Third party audit reviews
		- Insurance 
		- Such other miscellaneous expenses reasonably 
incurred by the Transfer Agent in performing its duties 
and responsibilities under this Agreement.
 
	The Fund agrees that postage and mailing expenses 
will be paid on the day of or prior to mailing as agreed 
with the Transfer Agent.  In addition, the Fund will 
promptly reimburse the Transfer Agent for any other 
unscheduled expenses incurred by the Transfer Agent 
whenever the Fund and the Transfer Agent mutually agree 
that such expenses are not otherwise properly borne by the 
Transfer Agent as part of its duties and obligations under 
the Agreement. 
 


C-1

Schedule C

DUTIES OF THE TRANSFER AGENT 
		
	1.	Shareholder Information.	 The Transfer 
Agent or its agent shall maintain a record of the number 
of Shares held by each holder of record which shall 
include name, address, taxpayer identification and which 
shall indicate whether such Shares are held in 
certificates or uncertificated form.

	2.	Shareholder Services.	The Transfer Agent or 
its agent will investigate all inquiries from shareholders 
of the Fund relating to Shareholder accounts and will 
respond to all communications from Shareholders and others 
relating to its duties hereunder and such other 
correspondence as may from time to time be mutually agreed 
upon between the Transfer Agent and the Fund.  The 
Transfer Agent shall provide the Fund with reports 
concerning shareholder inquires and the responses thereto 
by the Transfer Agent, in such form and at such times as 
are agreed to by the Fund and the Transfer Agent.

	3. 	Share Certificates. 
 
  		(a)	At the expense of the Fund, it shall 
supply the Transfer Agent or its agent with an adequate 
supply of blank share certificates to meet the Transfer 
Agent or its agent's requirements therefor.  Such Share 
certificates shall be properly signed by facsimile.  The 
Fund agrees that, notwithstanding the death, resignation, 
or removal of any officer of the Fund whose signature 
appears on such certificates, the Transfer Agent or its 
agent may continue to countersign certificates which bear 
such signatures until otherwise directed by Written 
Instructions. 
 
		(b)  The Transfer Agent or its agent shall 
issue replacement Share certificates in lieu of 
certificates which have been lost, stolen or destroyed, 
upon receipt by the Transfer Agent or its agent of 
properly executed affidavits and lost certificate bonds, 
in form satisfactory to the Transfer Agent or its agent, 
with the Fund and the Transfer Agent or its agent as 
obligees under the bond. 
 
		(c)  The Transfer Agent or its agent shall 
also maintain a record of each certificate issued, the 
number of Shares represented thereby and the holder of 
record.  With respect to Shares held in open accounts or 
uncertificated form, i.e., no certificate being issued 
with respect thereto, the Transfer Agent or its agent 
shall maintain comparable records of the record holders 
thereof, including their names, addresses and taxpayer 
identification.  The Transfer Agent or its agent shall 
further maintain a stop transfer record on lost and/or 
replaced certificates. 


C-2

	4.  Mailing Communications to Shareholders; Proxy 
Materials. The Transfer Agent or its agent will address 
and mail to 
Shareholders of the Fund, all reports to Shareholders, 
dividend and distribution notices and proxy material for 
the Fund's meetings of Shareholders.  In connection with 
meetings of Shareholders, the Transfer Agent or its Agent 
will prepare Shareholder lists, mail and certify as to the 
mailing of proxy materials, process and tabulate returned 
proxy cards, report on proxies voted prior to meetings, 
act as inspector of election at meetings and certify 
Shares voted at meetings. 
 
	5.  Sales of Shares 
 
		(a)  Suspension of Sale of Shares.  The 
Transfer Agent or its agent shall not be required to issue 
any Shares of the Fund where it has received a Written 
Instruction from the Fund or official notice from any 
appropriate authority that the sale of the Shares of the 
Fund has been suspended or discontinued.  The existence of 
such Written Instructions or such official notice shall be 
conclusive evidence of the right of the Transfer Agent or 
its agent to rely on such Written Instructions or official 
notice.  
		(b)  Returned Checks.  In the event that any 
check or other order for the payment of money is returned 
unpaid for any reason, the Transfer Agent or its agent 
will:  (i) give prompt notice of such return to the Fund 
or its designee; (ii) place a stop transfer order against 
all Shares issued as a result of such check or order; and 
(iii) take such actions as the Transfer Agent may from 
time to time deem appropriate. 
 
	6.  Transfer and Repurchase 
 
		(a)  Requirements for Transfer or Repurchase 
of Shares. The Transfer Agent or its agent shall process 
all requests to transfer or redeem Shares in accordance 
with the transfer or repurchase procedures set forth in 
the Fund's Prospectus. 
 
		The Transfer Agent or its agent will transfer 
or repurchase Shares upon receipt of Oral or Written 
Instructions or otherwise pursuant to the Prospectus and 
Share certificates, if any, properly endorsed for transfer 
or redemption, accompanied by such documents as the 
Transfer Agent or its agent reasonably may deem necessary. 
 
		The Transfer Agent or its agent reserves the 
right to refuse to transfer or repurchase Shares until it 
is satisfied that the endorsement on the instructions is 
valid and genuine.  The Transfer Agent or its agent also 
reserves the right to refuse to transfer or repurchase 
Shares until it is satisfied that the requested transfer 
or repurchase is legally authorized, and it shall incur no 
liability for the refusal, in good faith, to make 
transfers or repurchases which the Transfer Agent or its 
agent, in 
C-3


its good judgement, deems improper or unauthorized, or 
until it is reasonably satisfied that there is no basis to 
any claims adverse 
to such transfer or repurchase. 
 
		(b)  Notice to Custodian and Fund.  When 
Shares are redeemed, the Transfer Agent or its agent 
shall, upon receipt of the instructions and documents in 
proper form, deliver to the Custodian and the Fund or its 
designee a notification setting forth the number of Shares 
to be repurchased.  Such repurchased shares shall be 
reflected on appropriate accounts maintained by the 
Transfer Agent or its agent reflecting outstanding Shares 
of the Fund and Shares attributed to individual accounts. 
 
		(c)  Payment of Repurchase Proceeds.  The 
Transfer Agent or its agent shall, upon receipt of the 
moneys paid to it by the Custodian for the repurchase of 
Shares, pay such moneys as are received from the 
Custodian, all in accordance with the procedures described 
in the written instruction received by the Transfer Agent 
or its agent from the Fund. 
 
		The Transfer Agent or its agent shall not 
process or effect any repurchase with respect to Shares of 
the Fund after receipt by the Transfer Agent or its agent 
of notification of the suspension of the determination of 
the net asset value of the Fund. 
 	7.  Dividends 
 
		(a)  Notice to Agent and Custodian.  Upon the 
declaration of each dividend and each capital gains 
distribution by the Board of Directors of the Fund with 
respect to Shares of the Fund, the Fund shall furnish or 
cause to be furnished to the Transfer Agent or its agent a 
copy of a resolution of the Fund's Board of Directors 
certified by the Secretary of the Fund setting forth the 
date of the declaration of such dividend or distribution, 
the ex-dividend date, the date of payment thereof, the 
record date as of which shareholders entitled to payment 
shall be determined, the amount payable per Share to the 
shareholders of record as of that date, the total amount 
payable to the Transfer Agent or its agent on the payment 
date and whether such dividend or distribution is to be 
paid in Shares of such class at net asset value. 
 
		On or before the payment date specified in 
such resolution of the Board of Directors, the Custodian 
of the Fund will pay to the Transfer Agent sufficient cash 
to make payment to the shareholders of record as of such 
payment date. 
 
		(b)	Insufficient Funds for Payments.  If the 
Transfer Agent or its agent does not receive sufficient 
cash from the Custodian to make total dividend and/or 
distribution payments to all shareholders of the Fund as 
of the record date, the Transfer 
C-4


Agent or its agent will, upon notifying the Fund, withhold 
payment to all Shareholders of record as of the record 
date until sufficient cash is provided to the Transfer 
Agent or its agent. 
 


C-5
Exhibit 1
   to
											Schedule C 
 
 
Summary of Services 
 
  
	The services to be performed by the Transfer Agent 
or its agent shall be as follows: 
 
	A. 	DAILY RECORDS 
 
		Maintain daily the following information with 
respect to each Shareholder account as received: 
 
			Name and Address (Zip Code) 
			Class of Shares 
			Taxpayer Identification Number 
			Balance of Shares held by Agent 
			Beneficial owner code:  i.e., male, 
female, joint tenant, etc. 
			Dividend code (reinvestment) 
			Number of Shares held in certificate 
form 
 
	B.	OTHER DAILY ACTIVITY 
 
			Answer written inquiries relating to 
Shareholder accounts (matters relating 
to portfolio management, distribution of 
Shares and other management policy 
questions will be referred to the Fund). 
 
			Process additional payments into 
established Shareholder accounts in 
accordance with Written Instruction from 
the Agent. 
 
			Upon receipt of proper instructions and 
all required documentation, process 
requests for repurchase of Shares. 
 
			Identify redemption requests made with 
respect to accounts in which Shares have 
been purchased within an agreed-upon 
period of time for determining whether 
good funds have been collected with 
respect to such purchase and process as 
agreed by the Agent in accordance with 
written instructions set forth by the 
Fund. 
 
			Examine and process all transfers of 
Shares, ensuring that all transfer 
requirements and legal documents have 
been supplied. 
 
C-6

			Issue and mail replacement checks. 
 
			Open new accounts and maintain records 
of exchanges between accounts 

 	C.	DIVIDEND ACTIVITY 
 
			Calculate and process Share dividends 
and distributions as instructed by the 
Fund. 
 
			Compute, prepare and mail all necessary 
reports to Shareholders or various 
authorities as requested by the Fund.  
Report to the Fund reinvestment plan 
share purchases and determination of the 
reinvestment price. 
 
	D.	MEETINGS OF SHAREHOLDERS 
 
			Cause to be mailed proxy and related 
material for all meetings of 
Shareholders.  Tabulate returned proxies 
(proxies must be adaptable to mechanical 
equipment of the Agent or its agents) 
and supply daily reports when sufficient 
proxies have been received. 
 
			Prepare and submit to the Fund an 
Affidavit of Mailing. 
 
			At the time of the meeting, furnish a 
certified list of Shareholders, hard 
copy, microfilm or microfiche and, if 
requested by the Fund, Inspection of 
Election. 
 
	E.	PERIODIC ACTIVITIES 
 
		Cause to be mailed reports, Prospectuses, and 
any other enclosures requested by the Fund 
(material must be adaptable to mechanical 
equipment of Agent or its agents). 
 
		Receive all notices issued by the Fund with 
respect to the Preferred Shares in accordance 
with and pursuant to the Articles of 
Incorporation and the Indenture and perform 
such other specific duties as are set forth in 
the Articles of Incorporation including a 
giving of notice of a special meeting and 
notice of redemption in the circumstances and 
otherwise in accordance with all relevant 
provisions of the Articles of Incorporation.