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

7.  Dividends   
   
(a)  Notice to Agent and Custodian.  Upon the declaration of each   
dividend and each capital gains distribution by the Board of Directors of the   
Fund  with respect to Shares of the Fund, the Fund shall furnish or cause to
be furnished  to the Transfer Agent or its agent a copy of a resolution of
the Fund's Board of  Directors certified by the Secretary of the Fund
setting forth the date of the declaration of such dividend or distribution,
the ex-dividend date, the date of  payment thereof, the record date as of
which shareholders entitled to payment   
shall be determined, the amount payable per Share to the shareholders of   
record as of that date, the total amount payable to the Transfer Agent or
its agent on the payment date and whether such dividend or distribution is
to be paid in Shares of  such class at net asset value.   
   
On or before the payment date specified in such resolution of the   
Board of Directors, the Custodian of the Fund will pay to the Transfer Agent   
sufficient cash to make payment to the shareholders of record as of such   
payment  date.   
   
(b)	Insufficient Funds for Payments.  If the Transfer Agent or   
its agent does not receive sufficient cash from the Custodian to make total   
dividend and/or distribution payments to all shareholders of the Fund as of   
the record date, the Transfer   
C-4  
  
  
Agent or its agent will, upon notifying the Fund, withhold payment to all   
Shareholders of record as of the record date until sufficient cash is
provided to the Transfer Agent or its agent.   
   
  
  
C-5  
  
					Exhibit  1  
					    to  
										 
	Schedule C   
   
   
Summary of Services   
   
    
	The services to be performed by the Transfer Agent or its agent shall be   
as  follows:   
   
	A. 	DAILY RECORDS   
   
		Maintain daily the following information with respect to each   
Shareholder account as received:   
   
		o	Name and Address (Zip Code)   
		o	Class of Shares   
		o	Taxpayer Identification Number   
		o	Balance of Shares held by Agent   
		o	Beneficial owner code:  i.e., male, female, joint tenant,   
etc.   
		o	Dividend code (reinvestment)   
		o	Number of Shares held in certificate form   
   
	B.	OTHER DAILY ACTIVITY   
   
		o	Answer written inquiries relating to Shareholder accounts   
(matters relating to portfolio management, distribution of   
Shares and other management policy questions will be   
referred to the Fund).   
   
		o	Process additional payments into established Shareholder   
accounts in accordance with Written Instruction from the   
Agent.   
   
		o	Upon receipt of proper instructions and all required   
documentation, process requests for repurchase of Shares.   
   
		o	Identify redemption requests made with respect to accounts   
in which Shares have been purchased within an   
agreed-upon period of time for determining whether good   
funds have been collected with respect to such purchase   
and process as agreed by the Agent in accordance with   
written instructions set forth by the Fund.   
   
		o	Examine and process all transfers of Shares, ensuring that   
all transfer requirements and legal documents have been   
supplied.   
   
C-6  
  
		o	Issue and mail replacement checks.   
   
		o	Open new accounts and maintain records of exchanges   
between accounts   
  
 	C.	DIVIDEND ACTIVITY   
   
		o	Calculate and process Share dividends and distributions as   
instructed by the Fund.   
   
		o	Compute, prepare and mail all necessary reports to   
Shareholders or various authorities as requested by the   
Fund.  Report to the Fund reinvestment plan share   
purchases and determination of the reinvestment price.   
   
	D.	MEETINGS OF SHAREHOLDERS   
   
		o	Cause to be mailed proxy and related material for all   
meetings of Shareholders.  Tabulate returned proxies   
(proxies must be adaptable to mechanical equipment of the   
Agent or its agents) and supply daily reports when   
sufficient proxies have been received.   
   
		o	Prepare and submit to the Fund an Affidavit of Mailing.   
   
		o	At the time of the meeting, furnish a certified list of   
Shareholders, hard copy, microfilm or microfiche and, if   
requested by the Fund, Inspection of Election.   
   
	E.	PERIODIC ACTIVITIES   
   
	o	Cause to be mailed reports, Prospectuses, and any other enclosures   
requested by the Fund (material must be adaptable to mechanical   
equipment of Agent or its agents).   
   
	o	Receive all notices issued by the Fund with respect to the   
Preferred  Shares in accordance with and pursuant to the Articles of   
Incorporation and the Indenture and perform such other specific   
duties as are set forth in the Articles of Incorporation including a   
giving of notice of a special meeting and notice of redemption in   
the circumstances and otherwise in accordance with all relevant   
provisions of the Articles of Incorporation.