MANAGED INCOME SECURITIES PLUS FUND INC, N-2, 1997-05-06

MANAGED INCOME SECURITIES PLUS FUND INC
N-2, 1997-05-06

Previous: EQCC HOME EQUITY LOAN TRUST 1996-4, 8-K, 1997-05-06

Next: BSG FUNDS, N-1A EL, 1997-05-06

As filed with the Securities and Exchange Commission on May 6,
1997, File No. 811-08045

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------

FORM N-2

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. ____

--------------------

MANAGED INCOME SECURITIES PLUS FUND, INC.
(Exact name of registrant as Specified in its Charter)

--------------------

245 Park Avenue
New York, New York 10167
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 272-2093

--------------------

Ellen T. Arthur
Bear Stearns Funds Management Inc.
245 Park Avenue
New York, New York 10167
(Name and Address of Agent for Service)

Copies to:

Philip H. Harris, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022

PART A
INFORMATION REQUIRED IN PART A OF FORM N-2

Items 1, 2, 3.2, 4, 5, 6 and 7 of Part A are omitted pursu-
ant to Item G.3 of the General Instructions to Form N-2.

This Part A of Form N-2, which incorporates by reference the
entire Part B of this Form N-2, concisely sets forth certain
information about the Company that a prospective shareholder
should know before investing in the Company. Shareholders should
read this Part A of Form N-2 carefully and retain it for future
reference. A copy of Part B of this Form N-2 may be obtained
without charge by calling (212) 272-2093. Part B of this Form N-
2 has been filed with the Securities and Exchange Commission
("SEC") and is available along with other related Company materi-
als at the SEC's internet web site (http://www.sec.gov).

This Form N-2 is dated May 6, 1997.

ITEM 3. FEE TABLE AND SYNOPSIS.

1. INAPPLICABLE.

3. INAPPLICABLE.

ITEM 8. GENERAL DESCRIPTION OF REGISTRANT.

1. General: Managed Income Securities Plus Fund, Inc.
(the "Company"), is a non-diversified, closed-end
management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The
Company was incorporated under the laws of Delaware on
January 27, 1997.

2. Investment Objective and Policies:

a. Investment Objective. The investment objective of
the Company is to seek high current income consis-
tent with preservation of capital.

b. Investment Policies. When the Company becomes fully
invested, it will seek to achieve its in- vestment
objective by investing at least 75% of its total
initial assets in (i) obligations issued or
guaranteed by the United States government or in
obligations issued or guaranteed by agencies or
instrumentalities of the United States government
("U.S. Government Securities"), and (ii) dollar
denominated commercial paper rated A-1 by Standard
& Poor's Ratings Group, Inc. ("S&P") or P-1 by
Moody's Investors Service ("Moody's") but not
split-rated paper ("Eligible Commercial Paper").
After becoming fully invested, the amount of the
Company's assets invested in U.S. Government Secu-
rities and Eligible Commercial Paper, expressed as
a percentage of the Company's total net asset
value, may fluctuate. The Fund currently has made
temporary investments in U.S. Government
Securities, Eligible Commercial Paper and money
market instruments. At all times that the
Preferred Stock is outstanding, the Company will
own U.S. Government Securities with a market and
principal value equal to at least 140% of the
liquidation preference of the outstanding Preferred
Stock. There can be no assurance that the Company
will achieve its investment objective.

U.S. Government Securities. U.S. Government
Securities include: (1) U.S. Treasury obligations
and (2) obligations issued or guaranteed by U.S.
Government agencies and instrumentalities ("Agen-
cies") which are supported by: (a) the full faith
and credit of the U.S. Government; (b) the right
of the issuer or guarantor to borrow an amount
from a line of credit with the U.S. Treasury; (c)
discretionary power of the U.S. Government to
purchase obligations of the Agencies of (d) the
credit of the Agencies. U.S. Government Securi-
ties also may include: (1) real estate mortgage
investment conduits ("REMICs") and other mortgage-
backed securities ("Mortgage-Backed Securities")
issued or guaranteed by an Agency, (2) "when-is-
sued" commitments relating to the foregoing and
(3) repurchase agreements ("Repos") collateralized
by U.S. Government Securities. The Company may
invest in U.S. Government Securities of varying
maturities and interest rates, including invest-
ments in obligations issued or guaranteed in zero
coupon securities ("Zero Coupon Securities").

Mortgage-Backed Securities in which the Com-
pany may invest include certificates issued by the
Government National Mortgage Association ("GNMA"),
the Federal National Mortgage Association ("FNMA")
and the Federal Home Loan Mortgage Corporation
("FHLMC"). Mortgage-Backed Securities also in-
clude mortgage pass-through certificates repre-
senting participation interests in pools of mort-
gage loans originated by the U.S. Government or
private lenders and guaranteed by U.S. Government
agencies such as GNMA, FNMA or FHLMC. Guarantees
by GNMA are backed by the full faith and credit of
the United States. Guarantees by other agencies
or instrumentalities of the U.S. Government, such
as FNMA or FHLMC, are not backed by the full faith
and credit of the United States, although FNMA and
FHLMC are authorized to borrow from the U.S. Trea-
sury to meet their obligations.

The yield and payment characteristics of
Mortgage-Backed Securities differ from traditional
debt securities. Interest and principal payments
are made regularly and frequently, usually month-
ly, over the life of the mortgage loans unlike
traditional debt securities and principal may be
prepaid at any time. Faster or slower prepayments
than expected on underlying mortgage loans can
dramatically alter the yield to maturity of a
Mortgage-Backed Security. The value of most Mort-
gage-Backed Securities tends to vary inversely
with changes in interest rates. Mortgage-Backed
Securities, however, may benefit less than tradi-
tional debt securities from declining interest
rates because prepayment of mortgages tends to
accelerate during periods of declining interest
rates. When mortgage loans underlying Mortgage-
Backed Securities held by the Company are prepaid,
the Company may reinvest the prepaid amounts in
other income-producing securities, the yields of
which will reflect interest rates prevailing at
the time.

The Company may invest up to 10% of its total
assets in Zero Coupon Securities. Zero Coupon
Securities are U.S. Treasury Notes and bonds which
are stripped of their unmatured interest coupons
and therefore pay no interest to its holder during
the life thereof. Because Zero Coupon Securities
do not pay interest prior to maturity, such secu-
rities usually trade at a deep discount from their
face or par value and such securities are subject
to greater fluctuations of market value in re-
sponse to changing interest rates than debt obli-
gations of comparable maturities which make cur-
rent distributions of interest. Even though the
holder of a Zero Coupon Security does not receive
interest payments prior to maturity, a portion of
the purchase price discount must be accrued as
income each year under current federal tax law.
In order to generate sufficient cash to make dis-
tributions, the Company may have to dispose of
securities that it would otherwise continue to
hold, which, in some cases, may be disadvantageous
to the Company.

Commercial Paper. Commercial paper is a
short-term unsecured debt obligation of a corpora-
tion generally sold at a discount from face value
and maturing from 30 to 270 days from issuance.
The Company will only purchase dollar-denominated
commercial paper rated A-1 by S&P or P-1 by
Moody's at the time of investment ("Eligible Com-
mercial Paper").

Other Investment Securities. The Company
generally intends under normal market conditions
to invest the balance of its total assets in in-
vestments that are anticipated to have growth
opportunities. Such investments may include dol-
lar-denominated and nondollar-denominated convert-
ible securities, stocks, lower-rated securities,
short sales of securities and foreign securities.
The Company currently anticipates making such
investments in growth securities within six months
from the date of original issue of the Preferred
Stock. Based upon current market conditions, when
the Company has become fully invested in growth
securities, the Company's initial portfolio is
projected to earn income in an amount equal to at
least 110% of the dividends due on the Preferred
Stock. With respect to the portion of the
Company's total assets that may be invested in
growth securities, the Adviser will use its best
efforts to enter into those transactions that it
reasonably believes will not result in a loss
greater than the amount invested.

Convertible securities typically offer lower
interest rates than if the securities were not
convertible as a result of their conversion fea-
ture. During periods of rising interest rates, it
is possible that the potential for capital gain on
convertible securities may be less than that of a
common stock equivalent if the yield on the con-
vertible security is at a level that would cause
it to sell at a discount. Also, in the absence of
adequate anti-dilution provisions in a convertible
security, dilution in the value of the Company's
holding may occur in the event the underlying
stock is subdivided, additional securities are
issued, a stock dividend is declared, or the issu-
er enters into another type of corporate transac-
tion which increases its outstanding securities.

Convertible securities may or may not be
rated within the four highest categories by S&P
and Moody's and are, therefore, not investment
grade. To the extent that convertible securities
are rated lower than investment grade or not rat-
ed, there would be greater risk as to timely re-
payment of the principal of, and timely payment of
interest or dividends on, those securities.

Securities that are rated BB or lower by S&P
or Ba or lower by Moody's are often referred to in
the financial press as "junk bonds" and may in-
clude securities of issuers in default. "Junk
bonds" are considered by the rating agencies to be
predominately speculative and may involve major
risk exposures such as: (i) vulnerability to eco-
nomic downturns and changes in interest rates;
(ii) sensitivity to adverse economic changes and
corporate developments; (iii) redemption or call
provisions which may be exercised at inopportune
times; and (iv) difficulty in accurately valuing
or disposing of such securities. There is no
minimum credit standard which is a prerequisite
for the Company to an investment in any security
and the Company may invest in securities of issu-
ers in default. Such securities may rank junior
to other outstanding securities and obligations of
the issuer, all or a significant portion of whose
debt securities may be secured by substantially
all of the issuer's assets. Moreover, the Company
may invest in securities which are not protected
by financial covenants or limitations on addition-
al indebtedness.

The Company may make short sales of securi-
ties. If the price of the security sold short
increases between the time of the short sale and
the time the Company replaces the security bor-
rowed for the short sale, the Company will incur a
loss; conversely, if the price declines, the Com-
pany will realize a capital gain. The Company
will collateralize its obligation to replace any
security sold short with cash, U.S. government
securities or other highly liquid securities. The
Company will not make a short sale if, after giv-
ing effect to such sale, the market value of all
securities sold short exceeds 25% of the value of
the Company's assets.

Investments outside the United States or
denominated in non-U.S. currencies pose currency
exchange risks (including blockage, devaluation
and non-exchangeability) as well as a range of
other potential risks which could include, depend-
ing on the country involved, expropriation, con-
fiscatory taxation, political or social instabili-
ty, illiquidity, price volatility and market ma-
nipulation. In addition, less information may be
available regarding non-U.S. issuers and non-U.S.
companies may not be subject to accounting, audit-
ing and financial reporting standards and require-
ments comparable to or as uniform as those of U.S.
companies. Further, foreign securities markets
may not be as liquid as U.S. markets. Transaction
costs of investing outside the U.S. generally are
higher than in the U.S. Higher costs result be-
cause of the cost of converting a foreign currency
to dollars, the payment of fixed brokerage commis-
sions on some foreign exchanges and the imposition
of transfer taxes or transaction charges by for-
eign exchanges. There generally is less govern-
ment supervision and regulation of exchanges,
brokers and issuers outside of the U.S. than there
is in the U.S. and there is greater difficulty in
taking appropriate legal action in non-U.S.
courts. Non-U.S. markets also have different
clearance and settlement procedures which in some
markets have at times failed to keep pace with the
volume of transactions, thereby creating substan-
tial delays and settlement failures that could
adversely affect the Company's performance.

To the extent the Company does not or is not
able to hedge foreign exchange risks, the Company
may be exposed to additional risk due to exchange
rate fluctuations. The capital subscriptions to
the Company will be denominated in U.S. dollars.
The Company also may hedge currency exchange risks
where considered economically justifiable. The
Company may attempt within the parameters of cur-
rency and exchange controls that may be in effect,
to obtain rights to exchange its invested capital,
dividends, interest, fees, other distributions and
capital gains into convertible currencies. Fur-
ther, the Company may incur costs in connection
with conversions between various currencies.
Foreign exchange rates have been highly volatile
in recent years. The combination of volatility
and leverage gives rise to the possibility of
large profit and large loss. In addition, there
is counterparty risk since currency trading is
done on a principal to principal basis.

Strategic Transactions. The Company may
engage in strategic transactions, purchase and
sell securities on a "when issued" and "delayed
delivery" basis, enter into Repos and lend portfo-
lio securities in certain circumstances, in each
case subject to the limitations set forth below.
The Company will seek to use such transactions
only as a hedging technique. With respect to the
portion of the Company's total assets that may be
invested in growth securities, the Adviser will
use its best efforts to enter into only those
Strategic Transactions (defined below) and other
hedging transactions that it reasonably believes
will not result in a loss greater than the amount
invested.

The Company may purchase and sell derivative
instruments such as exchange-listed and over-the-
counter put and call options on securities, finan-
cial futures, equity and fixed-income indices, and
other financial instruments, purchase and sell
financial futures and forward contracts and op-
tions thereon, and enter into various interest
rate and currency transactions such as swaps,
caps, floors or collars. Collectively, all of the
above are referred to as "Strategic Transactions".
The Company will seek to use Strategic Transac-
tions only as a hedging technique to seek to pro-
tect against possible adverse changes in the mar-
ket value of the Company's securities, protect the
Company's unrealized gains, facilitate the sale of
certain securities for investment purposes, manage
the effective maturity or duration of the
Company's portfolio, or establish positions in the
derivatives markets as a temporary substitute for
purchasing or selling particular securities.

Strategic Transactions have risks including
the possible default or illiquidity of the other
party to the transaction. Furthermore the ability
to successfully use Strategic Transactions depends
on the Adviser's ability to predict pertinent
market movements, which cannot be assured. Thus,
the use of such Strategic Transactions may result
in losses greater than if they had not been used,
require the Company to sell or purchase portfolio
securities at inopportune times or for prices
other than current market values, limit the amount
of appreciation the Company can realize on an
investment, or cause the Company to hold a securi-
ty it might otherwise sell. Money paid by the
Company as premium and money or other assets
placed in margin accounts in connection with en-
tering into Strategic Transactions are not other-
wise available to the Company for investment pur-
poses.

The Company may purchase and sell "when is-
sued" and "delayed delivery" securities. The
Company accrues no income on such securities until
the Company actually takes delivery of such secu-
rities. These transactions are subject to market
fluctuation; the value of the securities at deliv-
ery may be more or less than their purchase price.
The yields generally available on comparable secu-
rities when delivery occurs may be higher than
yields on the securities obtained pursuant to such
transactions. Because the Company relies on the
buyer or seller to consummate the transaction,
failure by the other party to complete the trans-
action may result in the Company missing the op-
portunity of obtaining a price or yield considered
to be advantageous. The Company will engage in
when issued and delayed delivery transactions for
the purpose of acquiring securities consistent
with the Company's investment objective and poli-
cies and not for the purpose of investment lever-
age.

The Company may enter into Repos whereby the
Company acquires securities and agrees to resell
the securities at an agreed upon time and at an
agreed upon price. The difference between the
purchase amount and resale amount is accrued as
interest in the Company's net income. Failure of
the seller to repurchase the securities may cause
losses for the Company. Thus, the Company must
consider the credit-worthiness of such party. In
the event of default by such party, the Company
may not have a right to the underlying security
and there may be possible delays and expenses in
liquidating the security purchased, resulting in a
decline in its value and loss of interest. The
Company will use Repos for short-term investments.
The Company generally will not invest more than
15% of its total assets in Repos with a term of
seven days or more.

The Company may lend its portfolio securities
to banks or broker-dealers, to a maximum of 25% of
the total assets of the Company, provided such
loans are callable at any time and are continuous-
ly secured by collateral consisting of cash or
U.S. Government Securities equal to at least 100%
of the value of the securities loaned, including
accrued interest. The Company will receive income
for having made the loan. The Company is the
beneficial owner of the loaned securities so that
any gain or loss in the market price during the
loan inures to the Company and its shareholders.

Non-Diversified Status. The Company's clas-
sification as a "non-diversified" investment com-
pany means that the proportion of its assets that
may be invested in the securities of a single
issuer is not limited by the 1940 Act. However,
the Company intends to conduct its operations so
as to qualify as a "regulated investment company"
for purposes of the Code, which requires that, at
the end of each quarter of its taxable year, (i)
at least 50% of the market value of the Company's
total assets be invested in cash, U.S. Government
Securities, the securities of other regulated
investment companies and other securities, with
such other securities of any one issuer limited
for the purposes of this calculation to an amount
not greater than 5% of the value of the Company's
total assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than
25% of the value of its total assets be invested
in the securities of any one issuer (other than
U.S. Government Securities or the securities of
other regulated investment companies). Since a
relatively high percentage of the Company's assets
may be invested in the securities of a limited
number of issuers, the Company's portfolio securi-
ties may be more susceptible to any single econom-
ic, political or regulatory occurrence than the
portfolio securities of a diversified investment
company.

Simultaneous Investments. Investment deci-
sions for the Company are made independently from
those of other investment companies or accounts
advised by the Adviser. However, if such other
investment companies or accounts are prepared to
invest in, or desire to dispose of, securities of
the type in which the Company invests at the same
time as the Company, available investments or
opportunities for sales will be allocated equita-
bly to each. In some cases, this procedure may
adversely affect the size of the position obtained
for or disposed of by the Company or the price
paid or received by the Company.

c. The Company's investment objective and the invest-
ment restrictions set forth in Item 17.b are fun-
damental and may not be changed without the ap-
proval of the holders of 66 of the outstanding
Common Stock and Preferred Stock, each voting
separately as a class. All other investment poli-
cies or practices are considered by the Company
not to be fundamental and accordingly may be
changed by the Board of Directors without stock-
holder approval.

d. See Item 8.2.b.

3. Risk Factors:

a. General: See Item 8.2.b.

b. INAPPLICABLE.

4. Other Policies: See Item 8.2.b.

5. Share Price Data: INAPPLICABLE.

6. Business Development Companies: INAPPLICABLE.

ITEM 9. MANAGEMENT.

1. General:

a. Board of Directors: The business and affairs of
the Company are managed under the direction of the
Board of Directors of the Company. Subject to the
Directors' authority, the Adviser determines the
investment of the Company's assets, provides ad-
ministrative services and manages the Company's
business and affairs.

b. Investment Adviser: The Company's investment
adviser is Bear Stearns Fund Management Inc. (the
"Adviser"), a wholly-owned subsidiary of the Bear
Stearns Companies Inc. ("Bear Stearns"), which is
located at 245 Park Avenue, New York, New York
10167. Bear Stearns is a holding company which,
through its subsidiaries including its principal
subsidiary, Bear, Stearns & Co. Inc., is a leading
United States investment banking, securities trad-
ing and brokerage firm serving United States and
foreign corporation, governments and institutional
and individual investors. The Adviser is a regis-
tered investment adviser and offers, either di-
rectly or through affiliates, investment advisory
and administrative services to open-end and
closed-end investment funds and other managed
pooled investment vehicles with net assets at
February 28, 1997 of approximately $2.9 billion.

The Adviser supervises and assists in the
day-to-day management of the Company's affairs
under an Investment Advisory Agreement between the
Adviser and the Company, subject to the overall
authority of the Company's Board of Directors.
Under the terms of the Investment Advisory Agree-
ment, the Company has agreed to pay the Adviser a
monthly fee at the rate of 0.075% per annum of the
Company's average monthly net assets.

From time to time, the Adviser may waive
receipt of its fees or voluntarily assume certain
Company expenses, which would have the effect of
lowering the Company's expense ratio and increas-
ing yield to investors at the time such amounts
are waived or assumed, as the case may be. The
Company will not pay the Adviser at a later time
for any amounts it may waive, nor will the Company
reimburse the Adviser for any amounts it may as-
sume.

c. Portfolio Management: Eli Wachtel is primarily
responsible for the day-to-day management of the
Company's portfolio. Mr. Wachtel is a Senior
Managing Director of Bear Stearns and has been
employed by Bear Stearns since January 1983.

d. Administrator: Under the terms of an Administra-
tive Services Agreement with the Company, PFPC
Inc. provides certain administrative services to
the Company. For providing these services, the
Company has agreed to pay PFPC Inc. an annual fee
of $100,000 plus out of pocket expenses.

e. Custodian and Transfer Agent: Custodian Trust
Company, 101 Carnegie Center, Princeton, New Jer-
sey 08540, an affiliate of Bear Stearns, is the
Company's custodian (the "Custodian"). PFPC Inc.,
Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, is the Company's
transfer agent, dividend disbursing agent and
registrar for the Common Stock, Preferred Stock
and Notes (the "Transfer Agent"). The Transfer
Agent also provides certain administrative servic-
es to the Company.

f. Expenses: The expenses to be borne by the Company
will include: organizational costs, taxes, inter-
est, loan commitment fees, interest and distribu-
tions paid on securities sold short, brokerage
fees and commissions, if any, fees of board mem-
bers who are not officers, directors, employees or
holders of 5% or more of the outstanding voting
securities of the Adviser, or its affiliates, SEC
fees, state Blue Sky qualification fees, advisory,
administrative and fund accounting fees, charges
of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal ex-
penses, costs of maintaining the Company's exis-
tence, costs of independent pricing services,
costs attributable to investor services (includ-
ing, without limitation, telephone and personnel
expenses), costs of shareholders' reports and
meetings, costs of preparing and printing certain
prospectuses and statements of additional informa-
tion, and any extraordinary expenses.

g. Affiliated Brokerage: Brokerage commissions may
be paid to Bear, Stearns & Co. Inc. for executing
transactions on an agency basis only if the use of
Bear, Stearns & Co. Inc. is likely to result in
price and execution at least as favorable as that
obtainable from other qualified broker-dealers.

2. Non-resident Managers: INAPPLICABLE.

3. Control Persons: Bear Stearns controls the Company
through the ownership of 100% of the Company's Common
Stock.

ITEM 10. CAPITAL STOCK, LONG-TERM DEBT AND OTHER SECURITIES.

1. Capital Stock:

COMMON STOCK

General. The Company is authorized to issue up to
97,000 shares of Common Stock. The Company currently
has 32,037 shares of Common Stock outstanding, all of
which are beneficially owned by Bear Stearns. The
Common Stock has not been and will not be registered
under the Securities Act of 1933, as amended (the
"Securities Act") and as a consequence the Common Stock
may be offered or transferred only in a private trans-
action.

Dividends. Holders of Common Stock are entitled
to receive dividends when, as and if declared by the
Board of Directors out of funds legally available
therefor, provided that, so long as any Preferred Stock
is outstanding, no dividends or other distributions
(including redemptions and purchases) may be made with
respect to the Common Stock unless full dividends on
the Preferred Stock have been paid. In order to remain
qualified as a RIC, the Company distributes annually at
least 90% of its annual investment company taxable
income (not including net capital gains) to stockhold-
ers.

Conversion. The holders of Common Stock do not
have any rights to convert or exchange such shares into
shares of any other class or series of capital stock of
the Company.

Redemption. Holders of Common Stock have no
redemption or preemptive rights and are not liable for
further calls or assessments.

Voting Rights. Subject to the rights, if any, of
the holders of any class or series of Preferred Stock
(including the voting rights of the holders of the
Preferred Stock described herein), the holders of
Common Stock are entitled to one vote per share and
will vote together as a single class with the holders
of Preferred Stock on all matters submitted to the
Company's stockholders generally.

Rights Upon Liquidation. In the event of the
liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, after there have been
paid or set aside for the holders of all series of
Preferred Stock the full preferential amounts to which
such holders are entitled, the holders of Common Stock
are entitled to share equally and ratably in any assets
remaining after the payment of all debts and liabili-
ties.

PREFERRED STOCK

The Company is authorized to issue up to 3,000
shares of Preferred Stock. Subject to limitations
prescribed by Delaware law and the Company's Certifi-
cate of Incorporation, the Board of Directors is ex-
pressly authorized to provide for the issuance of all
or any shares of the Preferred Stock in one or more
classes or series, and to fix for each such class or
series such voting powers, full or limited, or no
voting powers, and such distinctive designations,
preferences and relative, participating, optional or
other special rights and such qualifications, limita-
tions or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by
the Board of Directors providing for the issuance of
such class or series and as may be permitted by the
Delaware General Corporation Law, including, without
limitation, the authority to provide that any such
class or series may be (i) subject to redemption at
such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative
or non-cumulative) at such rates, on such conditions,
and at such times, and payable in preference to, or in
such relation to, the dividends payable on any other
class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any dis-
tribution of the assets of, the Company; or (iv) con-
vertible into, or exchangeable for, shares of any other
class or classes of stock, or of any other series of
the same or any other class or classes of stock, of the
Company at such price or prices or at such rates of
exchange and with such adjustments; all as may be
stated in such resolution or resolutions.

Preferred Stock, upon issuance against full pay-
ment of the purchase price therefor, will be fully paid
and nonassessable. The specific terms of a particular
class or series of Preferred Stock will be described in
the Certificate of Designation relating to that class
or series. The description of the Preferred Stock set
forth herein is subject in its entirety to the actual
provisions of the Certificate of Designation with
respect to the Preferred Stock, which is incorporated
herein by reference.

Restrictions on Transfer. The Preferred Stock has
not been and will not be registered under the Securi-
ties Act and as a consequence the Preferred Stock may
be offered or transferred only in a private transac-
tion. The minimum amount of Preferred Stock that may
be transferred to, or held by, any one beneficial owner
is $4,000,000. All certificates representing shares of
Preferred Stock will bear a legend referring to the
restrictions described above.

Dividends. Holders of Preferred Stock are
entitled to receive, when, as and if declared by the
Board of Directors of the Company out of assets of the
Company legally available therefor, cash dividends, for
each quarterly dividend period, in an amount equal to
$13,270 per share per annum (the "Initial Rate") (rep-
resenting an annual dividend yield of 13.270%) until
and including December 30, 2006 (the "Initial Term"),
and thereafter in an amount equal to $1,000 per share
per annum (the "Special Rate") (representing an annual
dividend yield of 1.00%). Dividends on the Preferred
Stock will be payable quarterly on March 30, June 30,
September 30 and December 30 of each year, commencing
on March 30, 1997 (provided, however, that if such date
is not a Business Day, such payments shall be due and
payable on the next succeeding Business Day). Each
such dividend will be payable to holders of record as
they appear on the stock register of the Company on
such record dates, not exceeding 45 days preceding the
payment dates thereof, as shall be fixed by the Board
of Directors of the Company or a duly authorized com-
mittee thereof. Dividends will be cumulative from the
date of original issue. Dividends payable on the
Preferred Stock for each full dividend period shall be
computed by dividing the rate per annum by four.
Dividends for any dividend period greater or less than
a full dividend period will be computed on the basis of
a 360-day year consisting of twelve 30-day months and
the actual number of days elapsed in the period. For
purposes of this Offering Memorandum and the Company's
Certificate of Designation, "Business Day" means any
day other than a Saturday, Sunday or other day on which
banks are authorized to be closed in New York, New
York.

If any Preferred Stock is outstanding, no divi-
dends shall be declared or paid or set apart for pay-
ment on any series of capital stock of the Company
ranking, as to dividends, on a parity with or junior to
the Preferred Stock for any period unless (i) full
cumulative dividends have been or contemporaneously are
declared and paid, or declared and a sum sufficient for
the payment thereof is set apart for such payments, on
the Preferred Stock for all past dividend periods and
the then-current dividend period and (ii) at the time
of the declaration of such dividend, the Preferred
Stock has an Asset Coverage (defined below) of at least
200%. When dividends are not paid in full (or a sum
sufficient for such full payment is not set apart) upon
the Preferred Stock and the shares of any other series
of capital stock ranking on a parity as to dividends
with the Preferred Stock, all dividends declared upon
Preferred Stock and any other series of capital stock
ranking on a parity as to dividends with the Preferred
Stock shall be declared pro rata so that the amount of
dividends declared per share on the Preferred Stock and
such other series of capital stock shall in all cases
bear to each other the same ratio that accrued and
unpaid dividends per share on the Preferred Stock and
such other series of capital stock bear to each other.

Except as provided in the immediately preceding
paragraph, unless (i) full cumulative dividends on the
Preferred Stock have been or contemporaneously are
declared and paid or declared and a sum sufficient for
the payment thereof has been set apart for payment for
all past dividend periods, (ii) at the time of the
declaration of such dividend, the Preferred Stock has
an Asset Coverage of at least 200% after deducting the
amount of such dividend, no dividends (other than
dividends or distributions paid in shares of, or op-
tions, warrants or rights to subscribe for or purchase
shares of Common Stock or other capital stock ranking
junior to the Preferred Stock as to dividends and upon
liquidation) shall be declared or paid or set aside for
payment and no other distribution shall be declared or
made upon the Common Stock or any other capital stock
of the Company ranking junior to or on a parity with
the Preferred Stock as to dividends or amounts upon
liquidation, nor shall any Common Stock or any other
capital stock of the Company ranking junior to or on a
parity with the Preferred Stock as to dividends or
amounts upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys
to be paid to or made available for a sinking fund for
the redemption of any such stock) by the Company (ex-
cept by conversion into or exchange for other capital
stock of the Company ranking junior to the Preferred
Stock as to dividends and amounts upon liquidation).

Voting Rights. Each holder of Preferred Stock
will be entitled to one vote per share on all matters
submitted to the Company's stockholders generally and,
except as expressly required by applicable law or
except as indicated below, will vote together on such
matters as a single class with the holders of shares of
Common Stock, except in those circumstances described
below.

At all times that Preferred Stock is outstanding
and the Company is registered as an investment company
under the 1940 Act, the holders of Preferred Stock
shall have the right to elect two directors to the
Company's Board of Directors. If the dividends on the
Preferred Stock have been in arrears and unpaid for
eight consecutive quarterly dividend periods, the
holders of the Preferred Stock, voting separately as a
class, will be entitled to elect a majority of the
directors to serve on the Company's Board of Directors.
Such election shall occur either by written consent, at
a special meeting of the holders of Preferred Stock (if
the right to such election occurs more than 90 days
prior to the next annual meeting of stockholders), or
at the next annual meeting of stockholders. Such right
shall continue until there are no dividends in arrears
upon the Preferred Stock. Each director elected by the
holders of the Preferred Stock shall continue to serve
as such director for the term for which he or she shall
have been elected, or, if earlier, until such time as
such arrearage shall cease to exist.

The affirmative vote or consent of the holders of
66 % of the outstanding Preferred Stock, voting sepa-
rately as a class, is necessary to: (i) create any
additional class or series of stock of the Company;
(ii) create, incur, assume or directly or indirectly
guarantee or in any other manner become directly or
indirectly liable for any Indebtedness (as defined
herein) of the Company in excess of $100,000; (iii)
alter or amend the Company's investment objective or
fundamental investment limitations as set forth in this
Offering Memorandum; or (iv) alter or amend the provi-
sions of the Company's Certificate of Incorporation
(including the Certificate of Designation establishing
the Preferred Stock) so as to adversely affect the
voting powers, preferences or special rights of the
holders of Preferred Stock of the Company, (including
without limitation amending the 140% market value and
principal amount asset coverage requirements with
respect to the Preferred Stock); provided, however,
that a sale of all or substantially all of the property
or business of the Company or a merger or consolidation
of the Company into or with any other corporation or of
any other corporation into or with the Company, or the
liquidation, dissolution or winding up of the Company
will not constitute such an alteration or amendment.
The affirmative vote or consent of the holders of at
least a majority of the outstanding shares of Common
Stock, voting separately as a class, also is required
for any of such actions.

In addition, during the Initial Term, the vote of
the holders of at least 66 of the Preferred Stock,
voting separately as a class, shall be necessary to (i)
sell all or substantially all the property or business
of the Company, or merge or consolidate any other
corporation into or with the Company; or (ii) liqui-
date, dissolve or wind-up the Company. Any such ac-
tions also shall require the vote of the holders of at
least a majority of the Common Stock, voting separately
as a class. Following the Initial Term, a majority
vote of the holders of the Common Stock and the Pre-
ferred Stock, voting together as a single class, shall
be necessary to effectuate any of such actions; provid-
ed, however, that the affirmative vote or consent of
the holders of at least 66 % of the outstanding Pre-
ferred Stock, voting separately as a class, shall be
necessary to sell all or substantially all of the
property or business of the Company, or merge or con-
solidate the Company into or with any other corporation
or merge or consolidate any other corporation into or
with the Company, if such sale, merger or consolidation
would result in consideration being paid to the holders
of Preferred Stock which is less than (i) the sum of
the present values of all future dividend payments due
on the Preferred Stock (rounded to the nearest cent per
share), discounted on a quarterly basis at the "Class
Vote Discount Rate" to the dividend payment date imme-
diately preceding the date of such sale, merger or
consolidation, plus (ii) any accrued but unpaid divi-
dends up to and including the date of such sale, merger
or consolidation. "Class Vote Discount Rate" shall
mean 2.47% per quarter (which equates to a semiannual
equivalent rate per annum of 10.00%).

"Indebtedness" means, with respect to the Company,
without duplication, and whether or not contingent, (i)
all indebtedness of the Company for borrowed money or
which is evidenced by a note, bond, debenture or simi-
lar instrument, including any indebtedness provided by
a bank that is not an affiliate of the Company, (ii)
all obligations of the Company in respect of letters of
credit or bankers' acceptances issued or created for
the account of the Company, (iii) all liabilities of
others of the kind described in the preceding clause
(i) secured by any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind on any
property owned by the Company even though the Company
has not assumed or become liable for the payment of
such liabilities, (iv) to the extent not otherwise
included, any guarantee by the Company of any indebted-
ness of any other individual, corporation, partnership,
joint venture, association, joint-stock company, limit-
ed liability company, trust, unincorporated organiza-
tion or government or any agency or political subdivi-
sion thereof, or other obligations described in clauses
(i) through (iii) above, and (v) any "acquisition
indebtedness" or indebtedness which would give rise to
unrelated trade or business income within the meaning
of Section 514 of the Code.

Redemption. The Preferred Stock will not be
redeemable at the option of the Company, except upon
the occurrence of a Tax Event (as defined in the Cer-
tificate of Designation) or certain other events as set
forth in the Certificate of Designation with respect to
the Preferred Stock, in which case the Preferred Stock
may be redeemed as required by the Certificate of
Designation.

Conversion. The holders of Preferred Stock shall
not have any rights to convert or exchange such shares
into shares of any other class or series of capital
stock of the Company.

Rights Upon Liquidation. In the event of any
voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of the Preferred
Stock at the time outstanding will be entitled to
receive out of assets of the Company available for
distribution to stockholders, before any distribution
of assets is made to holders of Common Stock or any
other class of stock ranking junior to the Preferred
Stock upon liquidation, liquidating distributions in an
amount equal to $100,000 per share.

After payment of the full amount of the liquidat-
ing distributions to which they are entitled, the
holders of Preferred Stock will have no right or claim
to any of the remaining assets of the Company. In the
event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available
assets of the Company are insufficient to pay the
amount of the liquidation distributions on all out-
standing Preferred Stock and the corresponding amounts
payable on all shares of other series of capital stock
of the Company ranking on a parity with the Preferred
Stock in the distribution of assets upon any liquida-
tion, dissolution or winding up of the affairs of the
Company, then the holders of the Preferred Stock and
such other series of capital stock shall share ratably
in any such distribution of assets in proportion to the
full liquidating distributions to which they would
otherwise be respectively entitled.

For such purposes, the consolidation or merger of
the Company with or into any other corporation, the
consolidation or merger of any other corporation with
or into the Company or the sale of all or substantially
all of the property or business of the Company, shall
not be deemed to constitute a liquidation, dissolution
or winding up of the Company.

Restrictions on Transfer. The Preferred Stock has
not been and will not be registered under the Securi-
ties Act of 1933, as amended (the "Securities Act") and
as a consequence the Preferred Stock may be offered or
transferred only in a private transaction. The minimum
amount of Preferred Stock that may be transferred to,
or held by, any one beneficial owner is $4,000,000.

Asset Coverage. At all times that the Preferred
Stock is outstanding, the Company will own U.S. Govern-
ment Securities with a market value and principal
amount equal to at least 140% of the liquidation pref-
erence of the outstanding Preferred Stock. This in-
vestment restriction is set forth in the Certificate of
Designation of the Preferred Stock and any amendment to
the restriction requires the affirmative vote of at
least 66 % of the outstanding Preferred Stock, voting
separately as a class.

Immediately after the issuance of the Preferred
Stock, there was an asset coverage of at least 240% of
the liquidation preference of the Preferred Stock. In
order to declare a dividend or make a distribution on
the Common Stock, the 1940 Act requires the Preferred
Stock to have an asset coverage of 200%. For purposes
of this 1940 Act asset coverage requirement, "asset
coverage" means the ratio which the value of the total
assets of the Company, less all liabilities and indebt-
edness not represented by senior securities, bears to
the aggregate amount of senior securities representing
indebtedness of the Company plus the aggregate of the
involuntary liquidation preference of the Preferred
Stock.

2. Long-Term Debt:

a. The Company has outstanding $50,000 aggregate
principal amounts of Floating Rate Notes paying
interest quarterly at a floating rate equal to
three-month LIBOR plus 2.50% per annum over the
yield of the one-year constant maturity Treasury
security. The Notes are redeemable at face value
at any time by the Company and are due upon the
earlier of December 30, 2017 and the dissolution
of the Company.

b. INAPPLICABLE.

c. INAPPLICABLE.

d. INAPPLICABLE.

e. INAPPLICABLE.

3. General: INAPPLICABLE

4. Taxes: The Company intends to qualify as a Regulated
Investment Company under Subchapter M of the Internal
Revenue code of 1986, as amended (the "Code"). As
such, the Company will distribute all of its net income
and capital gains to its shareholders and such distri-
butions will generally be taxable as such to its share-
holders; while shareholders may be proportionately
liable for taxes on income and gains of the Company,
shareholders not subject to tax on their income will
not be required to pay tax on amounts distributed to
them; the fund will inform its shareholders of the
amount and nature of such income and gains distributed.

ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES.

INAPPLICABLE.

ITEM 12. PENDING LEGAL PROCEEDINGS.

INAPPLICABLE.

ITEM 13. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

General Information and History . . . . . . . . . . . . B-1
Investment Objectives and Policies . . . . . . . . . . . B-1
Management of the Company . . . . . . . . . . . . . . . B-3
Compensation Table . . . . . . . . . . . . . . . . . . . B-4
Officers . . . . . . . . . . . . . . . . . . . . . . . . B-5
Control Persons and Principal Holders of Securities . . B-5
Investment Advisory and Other Services . . . . . . . . . B-6
Brokerage Allocation and Other Practices . . . . . . . . B-7
Tax Status . . . . . . . . . . . . . . . . . . . . . . . B-8
Financial Statements . . . . . . . . . . . . . . . . . B-10

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

ITEM 14. COVER PAGE.

Managed Income Securities Plus Fund, Inc. (the "Company") is
a non-diversified, closed-end management investment company.

This Part B to Form N-2 is not a prospectus. This Part B to
Form N-2 should be read in conjunction with Part A to this Form
N-2 dated as of the same date as this Part B to Form N-2. This
Part B to Form N-2 does not include all of the information a
prospective investor should consider before purchasing shares of
the Company. Investors should obtain and read the Form N-2 prior
to purchasing shares of the Company. A Form N-2 may be obtained
without charge by writing or calling Bear Stearns Funds Manage-
ment Inc., 245 Park Avenue, New York, New York 10165 at (212)
272-2093.

This Part B to Form N-2 is dated May 6, 1997

ITEM 15. TABLE OF CONTENTS PAGE

ITEM 16. GENERAL INFORMATION AND HISTORY.

See Item 8.

ITEM 17. INVESTMENT OBJECTIVES AND POLICIES.

1. See Item 8.

2. Investment Limitations. The Company's investment
objective and the following investment restrictions are
fundamental and cannot be changed without the approval
of the holders of 66 % of the outstanding Common Stock
and Preferred Stock, each voting separately as a class.
All other investment policies or practices are consid-
ered by the Company not to be fundamental and accord-
ingly may be changed by the Board of Directors without
stockholder approval. If a percentage restriction on
investment or use of assets set forth below is adhered
to at the time a transaction is effected, later changes
in percentage resulting from changing market values
will not be considered a deviation from policy. The
Company may not:

1. invest 25% or more of the value of its total as-
sets in any one issuer (neither the U.S. Govern-
ment nor any of its agencies or instrumentalities
will be considered an issuer for purposes of this
limitation);

2. issue senior securities other than (a) preferred
stock not in excess of the excess of 50% of the
total assets over any senior securities described
in clause (b) below that are outstanding, (b)
senior securities other than preferred stock (in-
cluding borrowing money, including on margin if
margin securities are owned and through entering
into reverse repurchase agreements) not in excess
of 331/2% of its total assets, and (c) borrowings up
to 5% of its total assets for temporary purposes
without regard to the amount of senior securities
outstanding under clauses (a) and (b) above; pro-
vided, however that the Company's obligations
under interest rate swaps, when issued and forward
commitment transactions and similar transactions
are not treated as senior securities if covering
assets are appropriately segregated; or pledge its
assets other than to secure such issuances or in
connection with hedging transactions, short sales,
when-issued and forward commitment transactions
and similar investment strategies. For purposes
of clauses (a), (b) and (c) above, "total assets"
shall be calculated after giving effect to the net
proceeds of any such issuance and net of any lia-
bilities and indebtedness that do not constitute
senior securities except for such liabilities and
indebtedness as are excluded from treatment as
senior securities by the proviso to this item 3;

3. make loans of money or property to any person,
except through loans of portfolio securities, the
purchase of fixed income securities consistent
with the Company's investment objective and poli-
cies or the acquisition of securities subject to
repurchase agreements;

4. underwrite the securities of other issuers, except
to the extent that in connection with the disposi-
tion of portfolio securities or the sale of its
own securities the Company may be deemed to be an
underwriter;

5. invest for the purpose of exercising control over
an issuer;

6. purchase or sell real estate or interests therein,
provided that the Company may invest in securities
all or a portion of which are secured by real
estate or interests therein or are issued by com-
panies that invest in real estate or interests
therein;

7. purchase or sell commodities or commodity con-
tracts or enter into other Strategic Transactions,
except for duration management and hedging purpos-
es and, with respect to the portion of the
Company's total assets that may be invested in
growth securities, only if the Adviser reasonably
believes that such transaction cannot result in a
loss greater than the amount invested; or

8. make any short sale of securities unless the Com-
pany uses such transaction solely for hedging
purposes.

3. INAPPLICABLE

4. Frequency of portfolio turnover will not be a limiting
factor if the Company considers it advantageous to
purchase or sell securities. Other than with respect
to short-term securities, the Company anticipated that
the portfolio turnover rate of the Company will normal-
ly be less than 200%.

ITEM 18. MANAGEMENT OF THE COMPANY.

The tables below list the directors and officers of the
Company and their principal occupations for the last five years
and their affiliations, if any, with Bear Stearns, the Adviser
and their affiliates.

Principal Occupation
Name and Address Position with Company During Past Five Years

Peter M. Bren Director President of The Bren
Koll, Bren Realty Co.; President of
Advisors Koll, Bren Realty Ad-
126 E. 56th Street visors and Senior
New York, NY 10022 Partner for Lincoln
Age: 63 Properties prior
thereto.

John R. McKernan, Jr. Director Chairman and Chief
Columbia Partners Executive Officer of
1201 Pennsylvania McKernan Enterprises
Ave., NW since January, 1995;
Suite 1000 Governor of Maine pri-
Washington, DC 20006 or thereto.
Age: 48

William J. Montgoris* Director and Chief Operating Offi-
245 Park Avenue Chairman of the cer, Bear, Stearns &
New York, NY 10167 Board Co. Inc.; Chairman,
Age: 50 The Bear Stearns Com-
panies, Inc.

M.B. Oglesby, Jr. Director Vice Chairman of
Cassidy & Associates Cassidy & Associates
700 Thirteenth St., NW since February, 1996;
Suite 400 Senior Vice President
Washington, DC 20005 of RJR Nabisco, Inc.
Age: 54 from April, 1989 to
February, 1996; Former
Deputy Chief of Staff-
White House from 1988
to January, 1989.

Eli Wachtel* Director and Presi- Senior Managing Direc-
245 Park Avenue dent tor, Bear, Stearns &
New York, NY, 10167 Co. Inc.
Age: 45

- ------------------
* Interested person of the Company and the Adviser as defined in
Section 2(a)(19) of the 1940 Act.

The Company pays each Director who is not an "affiliated
person" of the Adviser or Bear Stearns the following amounts for
serving as a director (i) $5,000 per year; (ii) $500 per in-
person meeting attended by the director; (iii) $500 per in-person
committee meeting attended by the director; and (iv) all out-of-
pocket expenses of such members in attending each such meeting.

Certain of the Directors and officers of the Company hold
comparable positions with certain other investment companies of
which Bear Stearns, the Adviser or an affiliate thereof is the
investment adviser, administrator or distributor. As of March
31, 1997, the Directors and officers as a group owned less than
1% of the outstanding shares of capital stock of the Company.

COMPENSATION TABLE

The Company has not completed its first fiscal year. The
following table shows the estimated compensation payable by the
Company to the Directors during the first fiscal year of the
Company:

Total
Pension or Compensa-
Retirement Estimated tion from
Aggregate Benefits Annual Portfolio
Compansa- Accrued as Benefits and Fund
tion from part of upon Complex
Name of the Portfolio Retire- Paid to
Trustee Company* Expenses** ment** Trustees

Peter M. Bren $7,000 None None $7,000

William J. Montgoris None None None None

John R. McKernan, Jr. $7,000 None None $7,000

M.B. Oglesby, Jr. $7,000 None None $7,000

Eli Wachtel None None None None

- ------------------

* Amount does not include reimbursable expenses for attending
board meetings.

** The Trust does not have a pension or retirement plan appli-
cable to Trustees or officers of the Trust.

OFFICERS

The address for each of the officers listed below is 245
Park Avenue, New York, New York 10167.

Position(s) and Of- Principal Occupation(s)
Name and Age fices with Company During Past Five Years

Frank J. Maresca Vice President and Managing Director of Bear
Age: 38 Treasurer Stearns since September,
1994; Associate Director of
Bear Stearns, September, 1993
to September, 1994; Executive
Vice President of BSFM since
March, 1992; Vice President
of Bear Stearns from March,
1992 to September, 1993.

Ellen T. Arthur Secretary Associate Director, Legal
Age: 43 Legal Department of Bear
Stearns since January, 1996;
Senior Counsel - Corporate
Vice President, Paine Webber
Incorporated from April, 1989
through September, 1995.

Vincent L. Pereira Vice President; Associate Director of Bear
Age: 31 Assistant Stearns since September,
Treasurer and 1995; Vice Presidentdent
Assistant Secretary BSFM since May, 1993; Vice
President of Bear Stearns from
May, 1993 to September, 1995;
Assistant Vice President of
Mitchell Hutchins Asset
Management from October, 1992
to May, 1993; Senior
Relationship Manager of
Mitchell Hutchins Asset Man-
agement from June, 1988 to
October, 1992.

ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.

1. Bear Stearns controls the Company through the ownership
of 100% of the Company's outstanding Common Stock and
approximately 95% of the total voting power of the
Company. Accordingly, Bear Stearns will have the abil-
ity to take any action not reserved to the holders of
the Preferred Stock including the ability to cause the
Company to redeem the Notes and to deregister as an
investment company. If the Company ceases to be regis-
tered as an investment company after February 5, 2007,
Bear Stearns would have the ability to initiate a merg-
er between itself and the Company without the consent
of the holders of the Preferred Stock, provided that
the consideration paid to the holders of the Preferred
Stock upon such merger is not less than that amount
entitling such holders to a separate class vote. In
addition, as provided in the Certificate of Incorpora-
tion of the Company, any such merger will not be deemed
to constitute a liquidation, dissolution or winding-up
of the Corporation.

2. The Bear Stearns Companies Inc. owns 100% of the out-
standing Common Stock of the Company. The address of
the Bear Stearns Companies Inc. is 245 Park Avenue, New
York, New York 10167.

3. None of the Company's Officers or Directors owns shares
of the Company.

ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES.

1. a. Sees Item 9

b. See Item 18

c. The Company and the Adviser are parties to an
investment advisory agreement (the "Agreement"),
which provides that the Adviser will provide in-
vestment advisory services to the Company for a
fee equal to 0.075% of the Company's average
monthly net assets. The Agreement may be contin-
ued from year to year if specifically approved at
least annually (a)(i) by the fund's directors or
(ii) by vote of a majority of the Company's out-
standing voting securities and (b) by the affirma-
tive vote of a majority of the directors who are
not parties to the agreement or interested persons
of any such party by votes cast in person at a
meeting called for that purpose. The Agreement
provides that it may be terminated without penalty
by either party on 30 days' written notice.

2. The Adviser provides administrative services which
include, subject to the general supervision of the
Directors of the Company, (a) providing supervision of
all aspects of the Company's non-investment operations
(other than certain operations performed by others
pursuant to agreements with the Company), (b) providing
the Company, to the extent not provided pursuant to
such agreements, the agreement with the Company's cus-
todian, transfer and dividend disbursing agent or
agreements with other institutions, with personnel to
perform such executive, administrative and clerical
services as are reasonably necessary to provide effec-
tive administration of the Company, (c) arranging, to
the extent not provided pursuant to such agreements,
for the preparation, at the Company's expense, of re-
ports to shareholders, periodic updating of this Form
N-2, and reports filed with the Commission, (d) arrang-
ing for and overseeing the calculation of the net asset
value of the Directors' shares, (e) providing the Com-
pany, to the extent not provided pursuant to such
agreements, with adequate office space and certain
related office equipment and services, and (f) arrang-
ing for and overseeing the maintenance of all of the
Company's records other than those maintained pursuant
to such agreements.

The Adviser also furnishes the Company with office
facilities and provides it with corporate management
and performs or arranges for the performance of the
following services for the Company: arranging for and
overseeing the maintenance of the books and records of
the Company required under the Investment Company Act;
preparation of financial information for the Company's
periodic reports to shareholders; periodic updating of
this Form N-2 and reports filed with the Commission;
arranging for and overseeing the calculation of the net
asset value of the Company's shares, oversight of the
performance of administrative and professional services
rendered to the Company by others, including its custo-
dian, registrar, transfer agent, as well as accounting,
auditing and other services; providing the Company with
administrative office space and preparation of the
Company's reports with the Commission.

3. INAPPLICABLE

4. INAPPLICABLE

5. INAPPLICABLE

6. The custodian of all the Company's assets is Custodian
Trust Company, 101 Carnegie Center, Princeton, New
Jersey 08540.

7. Deloitte & Touche LLP, Two World Financial Center, New
York, New York 10281-1434 are the Independent Accoun-
tants for the Company.

8. Custodian Trust Company, an affiliate of the Adviser,
provides custodial services to the Company and receives
a contractual fee in the amount of .01% of average net
assets, subject to a minimum of $6,000, plus transac-
tion charges at the rate of $10.00 for "free" trans-
fers, $15.00 for book-entry securities, $25.00 for
physical delivery and at cost charged by foreign
subcustodians for international transactions.

ITEM 21. BROKERAGE ALLOCATION AND OTHER PRACTICES.

1. Subject to policies established by the Board of Direc-
tors, the Adviser is responsible for the execution of
the Company's transactions and the allocation of bro-
kerage transactions for the Company. In executing
portfolio transactions, the Adviser seeks to obtain the
best net results for the Company, taking into account
such factors as the price (including the applicable
brokerage commission or dealer spread), size of the
order, difficulty of execution and operational facili-
ties of the firm involved. While the Adviser generally
seeks reasonably competitive commission rates, payment
of the lowest commission or spread is not necessarily
consistent with obtaining the best results in particu-
lar transactions. The reasonableness of any negotiated
commission paid by the Company will be evaluated on the
basis of the difficulty involved in execution, the time
taken to conclude the transaction, the extent of the
broker's commitment, if any, of its own capital and the
amount involved in the transaction. In the case of
over-the-counter issues, there is generally no stated
commission, but the price usually includes an undis-
closed commission or markup, and the Company will nor-
mally deal with the principal market makers unless it
can obtain better terms elsewhere.

2. The Adviser may use Bear, Stearns & Co., Inc. as a
broker. Bear, Stearns & Co., Inc. is a wholly owned
subsidiary of Bear Stearns. The Company has not yet
completed its first fiscal year.

3. The Company does not have any obligation to deal with
any broker or group of brokers in the execution of
portfolio transactions. The Adviser may, consistent
with the interests of the Company and subject to the
approval of the Board of Directors, select brokers on
the basis of the research, statistical and pricing
services they provide to the Company and other clients
of the Adviser. Information and research received from
such brokers will be in addition to, and not in lieu
of, the services required to be performed by the Advis-
er. A Commission paid to such brokers may be higher
than that which another qualified broker would have
charged for effecting the same transaction, provided
that the Adviser, as applicable, determines in good
faith that such commission is reasonable in terms ei-
ther of the transaction or the overall responsibility
of the Adviser to the Company and its other clients and
that the total commissions paid by the Company will be
reasonable in relation to the benefits to the Company
over the long-run.

Most of the debt obligations to be purchased by the
Company generally trade on the over-the-counter market
on a "net" basis without a stated commission, through
dealers acting for their own account and not as bro-
kers. The Company will primarily engage in transac-
tions with these dealers or deal directly with the
issuer unless a better price or execution could be
obtained by using a broker. Prices paid to a dealer in
debt securities will generally include a "spread,"
which is the difference between the prices at which the
dealer is willing to purchase and sell the specific
security at the time, and includes the dealer's normal
profit.

4. INAPPLICABLE

5. INAPPLICABLE

ITEM 22. TAX STATUS.

The Company intends to qualify as a RIC under Subchap-
ter M of the Code. To qualify as a RIC, the Company must
comply with certain requirements of the Code relating to,
among other things, the source of its income and diversifi-
cation of its assets. If the Company so qualifies and if it
distributes each year to its shareholders at least 90% of
its investment company taxable income, it will not be re-
quired to pay federal income taxes on the income distributed
to shareholders. Investment company taxable income general-
ly is calculated in the same manner as the taxable income of
a corporation that is not a RIC (i.e., gross income less
applicable deductions with certain adjustments) but excludes
net capital gain, which is the excess of net long-term
capital gain for the taxable year over any net short-term
capital loss for such year. The Company intends to distrib-
ute at least the minimum amount of investment company tax-
able income to satisfy the 90% distribution requirement.
The Company will not be subject to federal income tax on any
net capital gains distributed to shareholders.

The Company may be subject to tax if it fails to dis-
tribute net capital gains, or if its annual distributions,
as a percentage of its income, are less than the distribu-
tions required by tax laws. In order to avoid a 4% excise
tax, the Company will be required to distribute by December
31 of each year at least 98% of its ordinary income for such
year and at least 98% of its capital gain net income (the
latter of which is generally computed on the basis of the
one-year period ending on October 31 of such year), plus any
required distribution amounts that were not distributed in
previous taxable years. For purposes of the excise tax, any
ordinary income or capital gain net income retained by, and
subject to federal income tax in the hands of, the Company
will be treated as having been distributed.

Some of the Company's practices may be subject to
special provisions of the Code, that may, among other
things, defer the use of certain losses of the Company and
affect the holding period of the securities held by the
Company and the character of gains or losses realized by the
Company. These provisions may also require the Company to
mark-to-market some of the positions in its portfolio (i.e.,
treat them as if they were closed out), which may cause the
Company to recognize income without receiving the cash with
which to make distributions in amounts necessary to satisfy
the distribution requirements for avoiding federal income
and excise taxes. The Company will monitor its transactions
and may make certain tax elections in order to mitigate the
effect of these rules and prevent disqualification of the
Company as a RIC.

Investments of the Company in securities issued at a
discount or providing for deferred interest or payment of
interest in kind are subject to special tax rules that will
affect the amount, timing and character of distributions to
shareholders. For example, with respect to securities
issued at a discount, the Company will be required to accrue
as income each year a portion of the discount and to dis-
tribute such income each year in order to maintain its
qualification as a RIC and to avoid income and excise taxes.
In order to generate sufficient cash to make distributions
necessary to satisfy the 90% distribution requirement and
avoid income and excise taxes, the Company may have to
dispose of securities that it would otherwise have continued
to hold.

The Company's ability to dispose of portfolio securi-
ties may be limited by the requirement for qualification as
a RIC that less than 30% of the Company's gross income be
derived from the disposition of securities held for less
than three months.

Distributions of the Company's investment company
taxable income are taxable to shareholders as ordinary
income whether received in shares or in cash. Shareholders
who receive distributions in the form of additional shares
will have a basis for federal income tax purposes in each
such share equal to the fair market value thereof on the
reinvestment date. Distributions of the Company's net
capital gains ("capital gains dividends") are taxable to
shareholders as long-term capital gains regardless of the
length of time the shares of the Company have been held by
such shareholders. Distributions in excess of the Company's
earnings and profits, such as distributions of principal,
first will reduce the adjusted tax basis of the shares held
by the shareholders and, after such adjusted tax basis is
reduced to zero, will constitute capital gains to such
shareholders (assuming such shares are held as a capital
asset). The Company will inform shareholders of the source
and tax status of such distributions promptly after the
close of each calendar year. Distributions from the Company
will not be eligible for the dividends-received deduction
for corporations.

Redemption or resale of shares of the Company will be a
taxable transaction for federal income tax purposes. Re-
deeming shareholders will recognize gain or loss in an
amount equal to the difference between their basis in such
redeemed shares of the Company and the amount received. If
such shares are held as a capital asset, the gain or loss
generally will be a capital gain or loss and will be long-
term if such shareholders have held their shares for more
than one year. Any loss realized on shares held for six
months or less will be treated as long-term capital loss to
the extent of any amounts received by the shareholder as
capital gains dividends with respect to such shares.

Although dividends generally will be treated as dis-
tributed when paid, dividends declared in October, November
or December, payable to shareholders of record on a speci-
fied date in such months and paid in January of the follow-
ing year, will be treated as having been distributed by the
Company and received by the shareholders on December 31 of
the year in which the dividends were declared. In addition,
certain other distributions made after the close of a tax-
able year of the Company may be "spilled back" and treated
as having been paid by the Company (except for purposes of
the 4% excise tax) during such taxable year. In such case,
shareholders will be treated as having received such divi-
dends in the taxable year in which the distribution is
actually made.

The Company is required in certain circumstances to
withhold 31% of dividends and certain other payments, in-
cluding redemptions, paid to shareholders who do not furnish
to the Company their correct taxpayer identification number
(in the case of individuals, their social security number)
or who are otherwise subject to backup withholding. Foreign
shareholders, including shareholders who are nonresident
aliens, may be subject to U.S. withholding tax on certain
distributions (whether received in cash or in shares) at a
rate of 30% or such lower rate as prescribed by any applica-
ble treaty.

The Company and its stockholders may be subject to
state or local taxation in various state or local jurisdic-
tions, including those in which it or they transact business
or reside. The state and local tax treatment of the Company
and its stockholders may not conform to the federal income
tax consequences discussed above. Consequently, prospective
stockholders should consult with their own tax advisors
regarding the effect of state and local tax laws on an
investment in the Company.

ITEM 23. FINANCIAL STATEMENTS.

INAPPLICABLE. The registrant has not yet completed its
first fiscal year.

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. Financial Statements

Included in the Statement of Additional Information:

INAPPLICABLE. Registrant has not completed its first
fiscal year.

2. Exhibits

a. Certificate of Incorporation
b. By-Laws
c. INAPPLICABLE
d.i. Certificate of Designation
d.ii Specimen Share Certificate - Common Stock
d.iii. Specimen Share Certificate - Preferred Stock
d.iv. Form of Notes
e. INAPPLICABLE
f. INAPPLICABLE
g. Advisory Agreement
h. INAPPLICABLE*
i. INAPPLICABLE
j. Custodian Contract
k.i. Transfer Agency Agreement
k.ii. Sub-Administration and Accounting Services Agreement
l. INAPPLICABLE*
m. INAPPLICABLE
n. INAPPLICABLE*
o. INAPPLICABLE*
p. INAPPLICABLE
q. INAPPLICABLE
r. INAPPLICABLE**
__________________

* Items 24.2.h, 24.2.l, 24.2.n and 24.2.o are omitted pursu-
ant to Item G.3 of the General Instructions to Form N-2.

** Item 24.2.r is omitted because this is the initial filing
for the Registrant and the Registrant has not completed any
fiscal periods of operations.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.

None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of April 30, 1997:

(1) (2)
Title of Class Number of Record Holders

Common Stock 1
Preferred Stock 1
Notes 100

ITEM 27. INDEMNIFICATION.

Reference is made to Article Sixth of the Registrant's
Certificate of Incorporation.

Article Sixth of the Registrant's Certificate of Incorpora-
tion provides that no director shall be personally liable to the
Registrant or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Regis-
trant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing viola-
tion of law, (iii) pursuant to Section 174 of the Delaware Gener-
al Corporate Law or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or
modification of Article Sixth by the stockholders of the Regis-
trant shall not adversely affect any right or protection of a
director of the Registrant existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to
such repeal or modification.

The Registrant has purchased insurance on behalf of its
officers and directors protecting such persons from liability
arising from their activities as officers or directors of the
Registrant. The insurance does not protect or purport to protect
such persons from liability to the Registrant or to its share-
holders to which such officer or director would otherwise be
subject by reason of willful misfeasance, bad faith, gross negli-
gence or reckless disregard of the duties involved in the conduct
of their office.

Conditional advancing of indemnification monies may be made
if the director or officer undertakes to repay the advance unless
it is ultimately determined that he or she is entitled to the
indemnification and only if the following conditions are met: (1)
the director or officer provides a security for the undertaking;
(2) the Registrant is insured against losses arising from lawful
advances; or (3) a majority of a quorum of the Registrant's
disinterested, non-party directors, or an independent legal
counsel in a written opinion, shall determine based upon a review
of readily available facts, that a recipient of the advance
ultimately will be found entitled to indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as ex-
pressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expense incurred or
paid by the director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the shares being registered, the Regis-
trant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica-
tion by its against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "Management of the Company" in Part A and "Management of
the Company" in the Statement of Additional Information for
information regarding the business of the Adviser. for informa-
tion as to the business, profession, vocation and employment of a
substantial nature of directors and officers of the Adviser,
reference is made to the Adviser's current Form ADV (File No.
801-29862) filed under the Invest Advisers Act of 1940, as amend-
ed, incorporated herein by reference.

ITEM 29. PRINCIPAL UNDERWRITERS.

INAPPLICABLE

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required by Section
31(a) of the Investment Company Act of 1940 and the rules there-
under to be maintained (i) by Registrant will be maintained at
its offices, located at 245 Park Avenue, New York, New York
10167. or at Custodian Trust Company, 101 Carnegie Center,
Princeton, New Jersey 08540 or at the Transfer Agent at PFPC
Inc., Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809; and (ii) by the Adviser, will be
maintained at its offices, located at 245 Park Avenue, New York,
New York 10167.

ITEM 31. MANAGEMENT SERVICES.

INAPPLICABLE

ITEM 32. UNDERTAKINGS.

INAPPLICABLE

SIGNATURE

Pursuant to the requirements of the Investment Company Act
of 1940, Managed Income Securities Plus Fund, Inc. has duly
caused this Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, in the
City of New York, and State of New York, on the 5th day of May,
1997.

MANAGED INCOME SECURITIES PLUS
FUND, INC.

By /s/ Frank J. Maresca
-------------------------------
Frank J. Maresca, Vice
President and Treasurer

MANAGED INCOME SECURITIES
PLUS FUND, INC.

INDEX TO EXHIBITS TO FORM N-2
AS SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 6, 1997

EXHIBIT NO. DESCRIPTION OF EXHIBIT

a. Certificate of Incorporation
b. By-Laws
d.i. Certificate of Designation
d.ii. Specimen Share Certificate - Common Stock
d.iii. Specimen Share Certificate - Preferred Stock
d.iv. Form of Notes
g. Advisory Agreement
j. Custodian Contract
k.i. Transfer Agency Agreement
k.ii. Sub-Administration and Accounting
Services Agreement

RESTATED CERTIFICATE OF INCORPORATION

MANAGED GOVERNMENT SECURITIES FUND, INC.

(Pursuant to Section 241 and 245 of
the General Corporation Law of Delaware ("GCL"))
(ORIGINALLY INCORPORATED January 27, 1997)

Deborah M. Reusch, the Sole Incorporator of Managed
Government Securities Fund, Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby
certifies as follows:

1. The current name of the corporation is "Managed
Government Securities Fund, Inc." (the "Corporation").

2. The initial board of directors of the Corporation
has not been elected or named in the Certificate of Incorporation
of the Corporation.

3. The Corporation has not yet received any payment
for any of its stock.

4. This Restated Certificate of Incorporation has
been duly adopted by the Sole Incorporator of the Corporation
pursuant to Section 241 and 245 of the GCL.

5. This Restated Certificate of Incorporation hereby
restates and amends in its entirety the Certificate of
Incorporation of the Corporation as follows:

FIRST

NAME

The name of the Corporation is Managed Income
Securities Plus Fund, Inc. (the "Corporation").

SECOND

REGISTERED OFFICE AND AGENT

The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust
Company.

THIRD

PURPOSE

The purpose of the Corporation is to engage in the
acquisition, ownership, management and disposition of securities
and other financial assets and commodities and any and all
related activities to the extent necessary to manage the
securities and, in connection therewith, to engage in all lawful
acts or activities for which corporations may be organized under
the GCL as the same exists or may hereafter be amended.

FOURTH

INCORPORATOR

The name and mailing address of the sole incorporator
is:

Name Address
---- -------
Deborah M. Reusch P.O. Box 636
Wilmington, DE 19899

FIFTH

CAPITAL STOCK

5.1 Authorized Capital

The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue 100,000
shares of which 3,000 shares shall be shares of preferred stock
with a par value of $.01 per share (hereinafter called the
"Preferred Stock") and 97,000 shares shall be shares of common
stock with a par value of $.01 per share (hereinafter called the
"Common Stock").

Any amendment to this Certificate of Incorporation
which shall increase or decrease the authorized capital stock of
the Corporation may be adopted by the affirmative vote of the
holders of capital stock representing not less than a majority of
the voting power represented by the outstanding shares of capital
stock of the Corporation entitled to vote, subject to the voting
rights of holders of Preferred Stock of the Corporation which may
be designated from time to time by the Board of Directors of the
Corporation (the "Board of Directors").

5.2 Common Stock

The designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions
thereof, of the Common Stock shall be governed by the following
provisions:

(a) Identical Rights. Except as otherwise
provided herein, all shares of Common Stock shall be
identical and shall entitle the holders thereof to the
same rights and privileges.

(b) Voting Rights. Except as otherwise required
by law or as otherwise provided herein, on all matters
submitted to the Corporation's stockholders generally,
the holders of Common Stock shall be entitled to one
vote per share.

(c) Dividends. When and as dividends or other
distributions are declared, whether payable in cash, in
property or in securities of the Corporation, the
holders of shares of Common Stock shall be entitled to
share equally, share for share, in such dividends or
other distributions, provided that if dividends or
other distributions are declared which are payable in
shares of Common Stock, such dividends or other
distributions shall be declared payable at the same
rate for all holders of Common Stock and the dividends
payable in shares of Common Stock will be payable to
holders of Common Stock. Notwithstanding the
foregoing, so long as any shares of Preferred Stock
ranking senior to the Common Stock as to dividends are
outstanding, no dividends or distributions (including
redemptions) may be paid on the Common Stock unless all
dividends on such Preferred Stock shall have been paid.

(d) Conversion. The holders of shares of Common
Stock shall not have any rights to convert such shares
into shares of any other class or series of capital
stock of the Corporation.

(e) Redemption. Holders of Common Stock have no
redemption or preemptive rights and are not liable for
calls or assessments.

(f) Liquidation Rights. In the event of any
voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, subject to the prior
payment in full of all liabilities of the Corporation
and any liquidation preference of shares of Preferred
Stock of the Corporation, the holders of shares of
Common Stock shall be entitled to share, equally and
ratably among all holders of Common Stock, in all
remaining assets after payment of such liabilities and
preferences. Neither the sale of all or substantially
all the property or business of the Corporation, nor
the merger or consolidation of the Corporation into or
with any other corporation or the merger or
consolidation of any other corporation into or with the
Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary,
for the purpose of this paragraph (f).

5.3 Preferred Stock

The Board of Directors is expressly authorized to
provide for the issuance of all or any shares of Preferred Stock
in one or more classes or series, and to fix for each such class
or series such voting powers, full or limited, or no voting
powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of
such class or series and as may be permitted by the GCL,
including, without limitation, the authority to provide that any
such class or series may be (i) subject to redemption at such
time or times and at such price or prices; (ii) entitled to
receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in
preference to, or in such relation to, the dividends payable on
any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of
the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock,
or of any other series of the same or any other class or classes
of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated
in such resolution or resolutions.

SIXTH

MANAGEMENT OF CORPORATION

The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors
and stockholders:

(1) The business and affairs of the Corporation
shall be managed by or under the direction of the Board
of Directors.

(2) The directors shall have concurrent power
with the stockholders to make, alter, amend, change,
add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation
shall be as from time to time fixed by, or in the
manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot
unless the By-Laws so provide.

(4) The holders of a class or series of Preferred
Stock may from time to time be entitled to elect one or
more directors in the manner prescribed in the
Certificate of Designation creating such class or
series of Preferred Stock.

(5) No director shall be personally liable to the
Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174
of the GCL or (iv) for any transaction from which the
director derived an improper personal benefit. Any
repeal or modification of this Article SIXTH by the
stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
Corporation existing at the time of such repeal or
modification with respect to acts or omissions
occurring prior to such repeal or modification.

(6) In addition to the powers and authority
hereinbefore or by statute expressly conferred upon
them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may
be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and any By-Laws adopted
by the stockholders; provided, however, that no By-Laws
hereafter adopted by the stockholders shall invalidate
any prior act of the directors which would have been
valid if such By-Laws had not been adopted.

SEVENTH

MEETINGS OF STOCKHOLDERS

Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of
the Corporation may be kept (subject to any provision contained
in the GCL) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors
or in the By-Laws of the Corporation.

EIGHTH

AMENDMENTS

The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

I, THE UNDERSIGNED, being the Sole Incorporator
hereinbefore named, for the purpose of restating the Certificate
of Incorporation of the Corporation pursuant to the GCL, do make
this Restated Certificate of Incorporation, hereby declaring and
certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this
30th day of January, 1997.

/s/ Deborah M. Reusch
---------------------
Deborah M. Reusch
Sole Incorporator

BY-LAWS

MANAGED INCOME SECURITIES PLUS FUND, INC.

(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered
office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may
also have offices at such other places both within and
without the State of Delaware as the Board of Directors
may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the
stockholders for the election of directors or for any
other purpose shall be held at such time and place,
either within or without the State of Delaware as shall
be designated from time to time by the Board of Directors
and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual
Meetings of Stockholders shall be held on such date and
at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect
by a plurality vote a Board of Directors, and transact
such other business as may properly be brought before the
meeting. Written notice of the Annual Meeting stating
the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of
the meeting.

Section 3. Special Meetings. Unless otherwise
prescribed by law or by the Certificate of Incorporation,
Special Meetings of Stockholders, for any purpose or
purposes, may be called by either (i) the Chairman, if
there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any
Assistant Secretary, if there be one, and shall be called
by any such officer at the request in writing of a
majority of the Board of Directors or at the request in
writing of stockholders owning a majority of the capital
stock of the Corporation issued and outstanding and
entitled to vote or, in the case of a meeting called for
the purpose of voting on the question of removal of one
or more Directors, at the request in writing of
stockholders owning not less than 10% of the class of
stock of the Corporation issued and outstanding and
entitled to vote on the removal of such Director. Such
request shall state the purpose or purposes of the
proposed meeting. Written notice of a Special Meeting
stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called shall
be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder
entitled to vote at such meeting.

Section 4. Quorum. Except as otherwise
provided by law or by the Certificate of Incorporation,
the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction
of business. If, however, such quorum shall not be
present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a
quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might
have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder
entitled to vote at the meeting.

Section 5. Voting. Unless otherwise required
or permitted by the Investment Company Act of 1940, as
amended (the "1940 Act"), any other applicable law, the
Certificate of Incorporation or these By-Laws, any
question brought before any meeting of stockholders shall
be decided by the vote of the holders of a majority of
the stock represented and entitled to vote thereat. Each
stockholder represented at a meeting of stockholders
shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by
proxy but no proxy shall be voted on or after three years
from its date, unless such proxy provides for a longer
period. The Board of Directors, in its discretion, or
the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any
votes cast at such meeting shall be cast by written
ballot.

Section 6. Consent of Stockholders in Lieu of
Meeting. Unless otherwise provided in the Certificate of
Incorporation, any action required or permitted to be
taken at any Annual or Special Meeting of Stockholders of
the Corporation, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the
minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent
shall be given to those stockholders who have not
consented in writing.

Section 7. List of Stockholders Entitled to
Vote. The officer of the Corporation who has charge of
the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of
stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and
the number of shares registered in the name of each
stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder of
the Corporation who is present.

Section 8. Stock Ledger. The stock ledger of
the Corporation shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger,
the list required by Section 7 of this Article II or the
books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors.
The Board of Directors shall consist of not less than one
nor more than fifteen members, the exact number of which
shall initially be fixed by the Incorporator and
thereafter from time to time with the consent of at least
a majority of the outstanding shares of capital stock of
the Corporation voting together as a single class.
Except as provided in Section 2 of this Article,
directors shall be elected by a plurality of the votes
cast at Annual Meetings of Stockholders, and each
director so elected shall hold office until the next
Annual Meeting and until his successor is duly elected
and qualified, or until his earlier resignation or
removal. Any director may resign at any time upon notice
to the Corporation. Directors need not be stockholders.
This Section 1 of Article III may be amended only with
the consent of at least a majority of the outstanding
shares of capital stock of the Corporation voting
together as a single class.

Section 2. Vacancies. Subject to the
provisions of the 1940 Act, vacancies may be filled by a
majority of the directors then in office, though less
than a quorum, provided that no vacancy or vacancies
shall be filled by action of the remaining directors if,
after the filling of the vacancy or vacancies, fewer than
two-thirds of the directors then holding office shall
have been elected by the shareholders of the corporation.
A majority of the entire Board of Directors may fill a
vacancy that results from an increase in the number of
directors. In the event that at any time a vacancy
exists in an office of a director that may not be filled
by the remaining directors, a special meeting of the
shareholders shall be held for the purpose of filling the
vacancy or vacancies. Any director appointed by the
Board of Directors to fill a vacancy shall hold office
until the next annual election and until their successors
are duly elected and qualified, or until their earlier
resignation or removal.

Section 3. Duties and Powers. The business of
the Corporation shall be managed by or under the
direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the
Certificate of Incorporation or by these By-Laws directed
or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of
the Corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held
without notice at such time and at such place as may from
time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called
by the Chairman, if there be one, the President, or any
directors. Notice thereof stating the place, date and
hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may
deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise
specifically provided by law, the Certificate of
Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of
Directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall
be the act of the Board of Directors. If a quorum shall
not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise
provided by the Certificate of Incorporation or these By-
Laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of
the Board of Directors or committee.

Section 7. Meetings by Means of Conference
Telephone. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, members of the Board
of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in
a meeting of the Board of Directors or such committee by
means of a conference telephone or similar communications
equipment by means of which all persons participating in
the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

Section 8. Committees. The Board of Directors
may designate one or more committees, each committee to
consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who
may replace any absent or disqualified member at any
meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the
absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified
member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified
member. Any committee, to the extent allowed by law and
provided in the resolution establishing such committee,
shall have and may exercise all the powers and authority
of the Board of Directors in the management of the
business and affairs of the Corporation. Each committee
shall keep regular minutes and report to the Board of
Directors when required.

Section 9. Compensation. The directors may be
paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such
payment shall preclude any director from serving the
Corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.

Section 10. Interested Directors. No contract
or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other
organization in which one or more of its directors or
officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this
reason, or solely because the director or officer is
present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their
votes are counted for such purpose if (A)(i) the material
facts as to his or their relationship or interest and as
to the contract or transaction are disclosed or are known
to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii)
the material facts as to his or their relationship or
interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders and
(B) at such times as the Corporation is registered as an
investment company under the Investment Company Act of
1940, as amended, (the "1940 Act') the contract or
transaction complies with the 1940 Act. Common or
interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract
or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the
Corporation shall be chosen by the Board of Directors and
shall be a President, a Secretary and a Treasurer. The
Board of Directors, in its discretion, may also choose a
Chairman of the Board of Directors (who must be a
director) and one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers and other officers.
Any number of offices may be held by the same person,
unless otherwise prohibited by law, the Certificate of
Incorporation or these By-Laws. The officers of the
Corporation need not be stockholders of the Corporation
nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the
Corporation.

Section 2. Election. The Board of Directors
at its first meeting held after each Annual Meeting of
Stockholders shall elect the officers of the Corporation
who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors;
and all officers of the Corporation shall hold office
until their successors are chosen and qualified, or until
their earlier resignation or removal. Any officer
elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board
of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.

Section 3. Voting Securities Owned by the
Corporation. Powers of attorney, proxies, waivers of
notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation
by the President or any Vice President and any such
officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may
deem advisable to vote in person or by proxy at any
meeting of security holders of any corporation in which
the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights
and power incident to the ownership of such securities
and which, as the owner thereof, the Corporation might
have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors.
The Chairman of the Board of Directors, if there be one,
shall preside at all meetings of the stockholders and of
the Board of Directors. He shall be the Chief Executive
Officer of the Corporation, and except where by law the
signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as
the President to sign all contracts, certificates and
other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence
or disability of the President, the Chairman of the Board
of Directors shall exercise all the powers and discharge
all the duties of the President. The Chairman of the
Board of Directors shall also perform such other duties
and may exercise such other powers as from time to time
may be assigned to him by these By-Laws or by the Board
of Directors.

Section 5. President. The President shall,
subject to the control of the Board of Directors and, if
there be one, the Chairman of the Board of Directors,
have general supervision of the business of the
Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. He
shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under
the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and
except that the other officers of the Corporation may
sign and execute documents when so authorized by these
By-Laws, the Board of Directors or the President. In the
absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall
preside at all meetings of the stockholders and the Board
of Directors. If there be no Chairman of the Board of
Directors, the President shall be the Chief Executive
Officer of the Corporation. The President shall also
perform such other duties and may exercise such other
powers as from time to time may be assigned to him by
these By-Laws or by the Board of Directors.

Section 6. Vice Presidents. At the request of
the President or in his absence or in the event of his
inability or refusal to act (and if there be no Chairman
of the Board of Directors), the Vice President or the
Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the
duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions
upon the President. Each Vice President shall perform
such other duties and have such other powers as the Board
of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice
President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the
President or in the event of the inability or refusal of
the President to act, shall perform the duties of the
President, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the
President.

Section 7. Secretary. The Secretary shall
attend all meetings of the Board of Directors and all
meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose;
the Secretary shall also perform like duties for the
standing committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under
whose supervision he shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice
to be given. The Secretary shall have custody of the
seal of the Corporation and the Secretary or any
Assistant Secretary, if there be one, shall have
authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any
such Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his
signature. The Secretary shall see that all books,
reports, statements, certificates and other documents and
records required by law to be kept or filed are properly
kept or filed, as the case may be.

Section 8. Treasurer. The Treasurer shall
have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such
depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties
of his office and for the restoration to the Corporation,
in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or
under his control belonging to the Corporation.

Section 9. Assistant Secretaries. Except as
may be otherwise provided in these By-Laws, Assistant
Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned
to them by the Board of Directors, the President, any
Vice President, if there be one, or the Secretary, and in
the absence of the Secretary or in the event of his
disability or refusal to act, shall perform the duties of
the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
Secretary.

Section 10. Assistant Treasurers. Assistant
Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned
to them by the Board of Directors, the President, any
Vice President, if there be one, or the Treasurer, and in
the absence of the Treasurer or in the event of his
disability or refusal to act, shall perform the duties of
the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an
Assistant Treasurer shall give the Corporation a bond in
such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the
restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of
whatever kind in his possession or under his control
belonging to the Corporation.

Section 11. Other Officers. Such other
officers as the Board of Directors may choose shall
perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors.
The Board of Directors may delegate to any other officer
of the Corporation the power to choose such other
officers and to prescribe their respective duties and
powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder
of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by
the Chairman of the Board of Directors, the President or
a Vice President and (ii) by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.

Section 2. Signatures. Any or all of the
signatures on a certificate may be a facsimile. In case
any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or
registrar at the date of issue.

Section 3. Lost Certificates. The Board of
Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue
of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to
advertise the same in such manner as the Board of
Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost,
stolen or destroyed.

Section 4. Transfers. Stock of the
Corporation shall be transferable in the manner
prescribed by law and in these By-Laws. Transfers of
stock shall be made on the books of the Corporation only
by the person named in the certificate or by his attorney
lawfully constituted in writing and upon the surrender of
the certificate therefor, which shall be cancelled before
a new certificate shall be issued.

Section 5. Record Date. In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent
to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than
sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on
its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice
is required by law, the Certificate of Incorporation or
these By-Laws, to be given to any director, member of a
committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee
or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States
mail. Written notice may also be given personally or by
telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any
notice is required by law, the Certificate of
Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver
thereof in writing, signed, by the person or persons
entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the
capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any,
may be declared by the Board of Directors at any regular
or special meeting, and may be paid in cash, in property,
or in shares of the capital stock. Before payment of any
dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation,
or for any proper purpose, and the Board of Directors may
modify or abolish any such reserve.

Section 2. Disbursements. All checks or
demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person
or persons as the Board of Directors may from time to
time designate.

Section 3. Fiscal Year. The fiscal year of
the Corporation shall be fixed by resolution of the Board
of Directors.

Section 4. Corporate Seal. The corporate seal
shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or
reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions,
Suits or Proceedings other Than Those by or in the Right
of the Corporation. Subject to Section 3 of this Article
VIII and the 1940 Act, the Corporation shall indemnify
any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by
or in the right of the Corporation) by reason of the fact
that he is or was a director or officer of the
Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as
a director or officer, employee or agent of another
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

Section 2. Power to Indemnify in Actions,
Suits or Proceedings by or in the Right of the
Corporation. Subject to Section 3 of this Article VIII,
the Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director
or officer of the Corporation, or is or was a director or
officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation;
except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought
shall determine upon application that, despite the
adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem
proper.

Section 3. Authorization of Indemnification.
Any indemnification under this Article VIII (unless
ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination
that indemnification of the director or officer is
proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be. Such
determination shall be made (i) by a majority vote of the
directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so
direct, by independent legal counsel in a written
opinion, or (iii) by the stockholders. To the extent,
however, that a director or officer of the Corporation
has been successful on the merits or otherwise in defense
of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in
connection therewith, without the necessity of
authorization in the specific case.

Section 4. Good Faith Defined. For purposes
of any determination under Section 3 of this Article
VIII, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to
have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books
of account of the Corporation or another enterprise, or
on information supplied to him by the officers of the
Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the
Corporation or another enterprise or on information or
records given or reports made to the Corporation or
another enterprise by an independent certified public
accountant or by an appraiser or other expert selected
with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in
this Section 4 shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan
or other enterprise of which such person is or was
serving at the request of the Corporation as a director,
officer, employee or agent. The provisions of this
Section 4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set
forth in Sections 1 or 2 of this Article VIII, as the
case may be.

Section 5. Indemnification by a Court.
Notwithstanding any contrary determination in the
specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination
thereunder, any director or officer may apply to any
court of competent jurisdiction in the State of Delaware
for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VIII. The basis
of such indemnification by a court shall be a
determination by such court that indemnification of the
director or officer is proper in the circumstances
because he has met the applicable standards of conduct
set forth in Sections 1 or 2 of this Article VIII, as the
case may be. Neither a contrary determination in the
specific case under Section 3 of this Article VIII nor
the absence of any determination thereunder shall be a
defense to such application or create a presumption that
the director or officer seeking indemnification has not
met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section
5 shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or
in part, the director or officer seeking indemnification
shall also be entitled to be paid the expense of
prosecuting such application.

Section 6. Expenses Payable in Advance.
Expenses incurred by a director or officer in defending
or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this
Article VIII.

Section 7. Nonexclusivity of Indemnification
and Advancement of Expenses. The indemnification and
advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law,
agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction
(howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his
official capacity and as to action in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons specified
in Sections 1 and 2 of this Article VIII shall be made to
the fullest extent permitted by law. The provisions of
this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in
Sections 1 or 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of
the State of Delaware, or otherwise.

Section 8. Insurance. The Corporation may
purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the
Corporation would have the power or the obligation to
indemnify him against such liability under the provisions
of this Article VIII.

Section 9. Certain Definitions. For purposes
of this Article VIII, references to "the Corporation"
shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would
have had power and authority to indemnify its directors
or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was
a director or officer of such constituent corporation
serving at the request of such constituent corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same
position under the provisions of this Article VIII with
respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation
if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as
a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this
Article VIII.

Section 10. Survival of Indemnification and
Advancement of Expenses. The indemnification and
advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided
when authorized or ratified, continue as to a person who
has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of
such a person.

Section 11. Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII
to the contrary, except for proceedings to enforce rights
to indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to
indemnify any director or officer in connection with a
proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors of the
Corporation.

Section 12. Indemnification of Employees and
Agents. The Corporation may, to the extent authorized
from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation
similar to those conferred in this Article VIII to
directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be
altered, amended or repealed, in whole or in part, or new
By-Laws may be adopted by the stockholders or by the
Board of Directors, provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-
Laws be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be.
All such amendments must be approved by either the
holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire
Board of Directors then in office.

Section 2. Entire Board of Directors. As used
in this Article IX and in these By-Laws generally, the
term "entire Board of Directors" means the total number
of directors which the Corporation would have if there
were no vacancies.

AMENDED CERTIFICATE OF DESIGNATION

PREFERRED STOCK

MANAGED INCOME SECURITIES PLUS FUND, INC.

Pursuant to Sections 151, 242 and 228 of the
General Corporation Law of the State of Delaware

MANAGED INCOME SECURITIES PLUS FUND, INC. (the
"Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), does hereby certify as
follows:

FIRST: On February 5, 1997, the Corporation filed
with the Secretary of State a Certificate of Designation
of Preferred Stock (the "Certificate of Designation"),
which Certificate of Designation set forth the rights,
powers and preferences of 1,740 shares of the
Corporation's preferred stock, par value $.01 per share,
designated by the Board of Directors as "Preferred
Stock".

SECOND: On February 6, 1997, the Corporation filed
with the Secretary of State a Corrected Certificate of
Designation of Preferred Stock (the "Corrected
Certificate of Designation").

THIRD: This Amended Certificate of Designation has
been duly adopted by the unanimous written consent of the
Board of Directors of the Corporation pursuant to Section
141(f) of the DGCL and the written consent of the holders
of the outstanding Common Stock and Preferred Stock of
the Corporation, voting together as a single class,
pursuant to Section 228(a) of the DGCL.

FOURTH: This Amended Certificate of Designation
hereby amends the Corrected Certificate of Designation to
read in its entirety as follows:

Managed Income Securities Plus Fund, Inc., a
corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), HEREBY CERTIFIES
that the following resolution was duly adopted by the
Board of Directors and the stockholders of the
Corporation as of February 14, 1997, pursuant to
authority conferred thereon by the provisions of the
Certificate of Incorporation of the Corporation which
authorizes the issuance of up to 3,000 shares of preferred
stock, $.01 par value per share (the "Authorized Preferred
Stock"):

RESOLVED that the issue of up to 2,000 shares
of Preferred Stock, par value $.01 per share (the
"Preferred Stock"), of the Corporation is hereby
authorized and the designation, preferences,
relative, participating, optional and other special
rights, and qualifications, or restrictions of all
2,000 shares of this Class, in addition to those set
forth in the Certificate of Incorporation of the
Corporation are hereby fixed as follows:

1. DESIGNATION. The designation of this Class
shall be Preferred Stock (referred to as this
"Class"), and the number of shares constituting this
Class shall be 2,000. Shares of this Class shall
have a liquidation preference of $100,000 per share.

2. DIVIDENDS. (a) Each holder of shares of
this Class shall be entitled to receive, when, as
and if declared by the Board of Directors, out of
funds legally available therefor, cumulative cash
dividends, for each quarterly dividend period (each
a "Dividend Period"), in an amount equal to $13,270
per share per annum (the "Initial Rate") divided by
four (representing an annual dividend yield of
13.270%) until and including December 30, 2006 (the
"Initial Term"), and thereafter in an amount equal
to $1,000 per share per annum (the "Special Rate")
divided by four (representing an annual dividend
yield of 1.00%). Dividends shall be cumulative from
the date of original issue and shall be payable,
when and as declared by the Board of Directors or by
a duly authorized committee thereof, on March 30,
June 30, September 30 and December 30 of each year,
commencing on March 30, 1997 (provided, however,
that if such day is not a Business Day (as defined
in Section 11 hereof) such payment shall be made on
the next succeeding Business Day). Each such
dividend shall be paid to the holders of record of
shares of this Class as they appear on the stock
register of the Corporation on such record date, not
exceeding 45 days preceding the payment date
thereof, as shall be fixed by the Board of Directors
of the Corporation or by a duly authorized committee
thereof. Dividends on account of arrears for any
past Dividend Periods may be declared and paid at
any time, without reference to any regular dividend
payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors
of the Corporation or by a duly authorized committee
thereof.

(b) Dividends payable on this Class for any
period greater or less than a full Dividend Period
shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and the actual
number of days elapsed in the period.

(c) So long as any shares of this Class are
outstanding, no dividends (other than dividends or
distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase
shares of Common Stock or other capital stock of the
Corporation ranking junior to this Class as to
dividends and upon liquidation) shall be declared or
paid or set aside for payment or other distribution
declared or made upon the Common Stock or upon any
other capital stock of the Corporation ranking
junior to or on a parity with this Class as to
dividends or amounts upon liquidation, nor shall any
Common Stock or any other capital stock of the
Corporation ranking junior to or on a parity with
this Class as to dividends or amounts upon
liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be
paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the
Corporation (except by conversion into or exchange
for stock of the Corporation ranking junior to this
Class as to dividends and amounts upon liquidation)
unless, in each case, (i) full cumulative dividends
on all outstanding shares of this Class shall have
been paid or declared and set aside for payment for
all past Dividend Periods, and (ii) for so long as
the Corporation is registered as an investment
company under the 1940 Act, at the time of the
declaration of such dividend or distribution or at
the time of any such purchase of shares of Common
Stock, this Class has a 1940 Act Asset Coverage of
at least 200% after deducting the amount of such
dividend, distribution or purchase price, as the
case may be.

(d) When dividends are not paid in full (or a
sum sufficient for such full payment is not set
apart), as aforesaid in paragraph (c) above, upon
the shares of this Class and any other series of
capital stock of the Corporation ranking on a parity
as to dividends with this Class, all dividends
declared upon shares of this Class and any other
series of capital stock of the Corporation ranking
on a parity as to dividends with this Class shall be
declared pro rata so that the amount of dividends
declared per share on this Class and such other
series of capital stock of the Corporation ranking
on a parity as to dividends with this Class shall in
all cases bear to each other the same ratio that
accrued and unpaid dividends per share on the shares
of this Class and such other series of capital stock
of the Corporation bear to each other. Holders of
shares of this Class shall not be entitled to any
dividend, whether payable in cash, property or
stock, in excess of full cumulative dividends, as
herein provided, on this Class. No interest, or sum
of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on this
Class which may be in arrears.

3. REDEMPTION. (a) The shares of this Class
are not redeemable at the option of the Corporation,
except upon the occurrence of a Tax Event (as
defined in Section 11 hereof).

(b) The Corporation may, commencing 30 days
and ending 120 days after the occurrence of a Tax
Event, redeem the shares of this Class, in whole,
but not in part, at a redemption price equal to the
Tax Event Redemption Price (as defined in Section 11
hereof) (a "Tax Event Redemption").

(c) In the event the Corporation shall redeem
shares of this Class, notice of such redemption
shall be given by first class mail, postage prepaid,
and mailed not less than 30 nor more than 60 days
prior to the date set for redemption, to each holder
of record of the shares to be redeemed, at such
holder's address as the same appears on the stock
register of the Corporation. Each such notice shall
state: (i) the redemption date; (ii) that all of the
shares of this Class are being redeemed pursuant to
a Tax Event Redemption; (iii) the redemption price;
(iv) the place or places where certificates for such
shares are to be surrendered for payment of the
redemption price; and (v) that dividends on the
shares to be redeemed will cease to accrue on the
redemption date.

(d) Notice having been mailed as provided in
paragraph (c), from and after the redemption date
(unless default shall be made by the Corporation in
providing money for the payment of the redemption
price), dividends on the shares of this Class so
called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof
as stockholders of the Corporation (except the right
to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance
with said notice of the certificates for any shares
so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the
Corporation or a duly authorized committee thereof
shall so require and the notice shall so state),
such shares shall be redeemed by the Corporation at
the Tax Event Redemption Price.

(e) Any shares of this Class which shall at
any time have been redeemed shall, after such
redemption, have the status of authorized but
unissued shares of Authorized Preferred Stock,
without designation as to class or series until such
shares are once more designated as part of a
particular series by the Board of Directors of the
Corporation or a duly authorized committee thereof.

4. CONVERSION. The holders of shares of this
Class shall not have any rights to convert or
exchange such shares into shares of any other class
or series of capital stock of the Corporation.

5. LIQUIDATION RIGHTS. (a) Upon the
voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, the holders of the
shares of this Class shall be entitled to receive
and to be paid out of the assets of the Corporation
available for distribution to its stockholders,
before any payment or distribution shall be made on
the Common Stock or on any other class of stock
ranking junior to this Class upon liquidation, the
amount of $100,000 per share.

(b) After the payment to the holders of the
shares of this Class of the full preferential
amounts provided for in this Section 5, the holders
of this Class as such shall have no right or claim
to any of the remaining assets of the Corporation.

(c) If, upon any voluntary or involuntary
dissolution, liquidation, or winding up of the
Corporation, the amounts payable with respect to the
par value of the shares of this Class and any other
series of shares of stock of the Corporation ranking
as to any such distribution on a parity with the
shares of this Class are not paid in full, the
holders of the shares of this Class and of such
other series of shares will share ratably in any
such distribution of assets of the Corporation in
proportion to the full respective liquidating
distributions to which they are entitled.

(d) Neither the sale of all or substantially
all the property or business of the Corporation, nor
the merger or consolidation of the Corporation into
or with any other corporation or the merger or
consolidation of any other corporation into or with
the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or
involuntary.

(e) Upon the dissolution, liquidation or
winding up of the Corporation, the holders of shares
of this Class then outstanding shall be entitled to
be paid out of the assets of the Corporation
available for distribution to its stockholders all
amounts to which such holders are entitled pursuant
to paragraph (a) of this Section 5 before any
payment shall be made to the holder of any class of
capital stock of the Corporation ranking junior to
this Class as to dividends or upon liquidation.

6. RANKING. For purposes of this resolution,
any capital stock of any class or series of the
Corporation shall be deemed to rank:

(a) prior to the shares of this Class, either
as to dividends or upon liquidation, if the holders
of such class or series shall be entitled to the
receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or
priority to the holders of shares of this Class;

(b) on a parity with shares of this Class,
either as to dividends or upon liquidation, whether
or not the dividend rates or amounts, dividend
payment dates or redemption or liquidation prices
per share or sinking fund provisions, if any, be
different from those of this Class, if the holders
of such stock shall be entitled to the receipt of
dividends or of amounts distributable upon
dissolution, liquidation or winding up of the
Corporation, as the case may be, without preference
or priority, one over the other, as between the
holders of such stock and the holders of shares of
this Class; and

(c) junior to shares of this Class, either as
to dividends or upon liquidation, if such class
shall be Common Stock or if the holders of shares of
this Class shall be entitled to receipt of dividends
or of amounts distributable upon dissolution,
liquidation or winding up of the Corporation, as the
case may be, in preference or priority to the
holders of shares of such class or series.

7. VOTING RIGHTS. (a) Each share of this
Class shall have one vote per share on all matters
submitted to the Corporation's stockholders
generally and shall vote together on such matters as
a single class with holders of shares of Common
Stock, except in those circumstances specified in
Sections 7(b), 7(c) and 7(d) below.

(b) At all times that shares of this Class are
outstanding and the Corporation is registered as an
investment company under the 1940 Act, the holders
of shares of this Class shall have the right to
elect two directors to the Board of Directors of the
Corporation (the "Initial Preferred Directors").
Whenever the dividends on the shares of this Class
have been in arrears and unpaid for eight
consecutive Dividend Periods, the holders of the
shares of this Class shall have the right to elect a
majority of the directors constituting the Board of
Directors of the Corporation (a "Right of
Election"). Within one (1) business day of the
accrual of such Right of Election, one of the
members of the Corporation's Board of Directors (or
such other number necessary to permit the holders of
shares of this Class to elect a majority of the
Board of Directors at such time), shall resign from
the Board of Directors (the "Resigning Directors")
and the holders of the shares of this Class, voting
as a separate class to the exclusion of the holders
of Common Stock, shall elect such number of
directors (the "Additional Preferred Directors", and
collectively with the Initial Preferred Directors,
the "Preferred Directors") to replace each of the
Resigning Directors. Such election shall occur by
written consent, at a special meeting of the holders
of the stock of this Class called for that purpose
(if such Right of Election exists more than 90 days
prior to the next annual meeting of stockholders),
or at the next annual meeting of stockholders. The
term of such Additional Preferred Directors shall
continue until there are no dividends in arrears
upon the shares of this Class. Any Preferred
Director may be removed by, and shall not be removed
except by, the vote of the holders of record of at
least 66-2/3% of the outstanding shares of this
Class, at a meeting of the Corporation's
stockholders, or of the holders of shares of this
Class, called for that purpose. Except as provided
in the next sentence, any vacancy in the office of a
Preferred Director shall be filled by a person
appointed by the remaining Preferred Director(s)
pursuant to an instrument in writing signed by the
remaining Preferred Director(s) and filed with the
Corporation. In the case of the removal of any
Preferred Director or if required by the 1940 Act, a
vacancy in the office of a Preferred Director shall
be filled by the vote of the holders of at least a
majority of the outstanding shares of this Class, at
the same meeting at which such removal shall be
voted. Upon termination of the term of the
Additional Preferred Directors as provided above,
the stockholders of the Corporation shall elect the
directors constituting the Board of Directors, in
the manner set forth in the Corporation's By-Laws.

(c) During the Initial Term, without the
consent of the holders of at least 66-2/3% of the
votes entitled to be cast by the holders of the
total number of shares of this Class then
outstanding, the Corporation may not: (i) sell all
or substantially all of the property or business of
the Corporation, or merge or consolidate the
Corporation into or with any other corporation or
merge or consolidate any other corporation into or
with the Corporation; or (ii) liquidate, dissolve or
wind-up the Corporation.

The foregoing matters shall, during the Initial
Term, also require the consent of the holders of at
least a majority of the votes entitled to be cast by
holders of the shares of Common Stock then
outstanding, voting separately as a class and, after
the Initial Term, will require the consent of the
holders of at least a majority of the votes entitled
to be cast by holders of the shares of Common Stock
then outstanding and this Class then outstanding,
voting together as a single class; provided,
however, that the affirmative vote or consent of the
holders of at least 66-2/3 of the outstanding shares
of this Class, voting separately as a class, shall
be necessary to sell all or substantially all of the
property or business of the Corporation, or merge or
consolidate the Corporation into or with any other
corporation or merge or consolidate any other
corporation into or with the Corporation, if such
sale, merger or consolidation would result in
consideration being paid to the holders of the
shares of this Class which is less than (i) the sum
of the present values of all future dividend
payments due on the shares of this Class (rounded to
the nearest cent per share), discounted on a
quarterly basis at the "Class Vote Discount Rate" to
the dividend payment date immediately preceding the
date of such sale, merger or consolidation, plus
(ii) any accrued but unpaid dividends up to and
including the date of such sale, merger or
consolidation. "Class Vote Discount Rate" shall
mean 2.47% per quarter (which equates to a semi-
annual equivalent rate per annum of 10.00%).

(d) Without the consent of the holders of at
least 66-2/3% of the votes entitled to be cast by
the holders of the total number of shares of this
Class then outstanding, the Corporation may not:
(i) create any additional class or series of stock
of the Corporation; (ii) create, incur, assume or
directly or indirectly guarantee or in any other
manner become directly or indirectly liable for any
Indebtedness (as defined below) of the Corporation
in excess of $100,000; (iii) alter or amend the
Corporation's investment objective or fundamental
investment limitations; or (iv) alter or amend the
provisions of the Corporation's Certificate of
Incorporation (including this Certificate of
Designation) so as to affect adversely the voting
powers, preferences or special rights of the holders
of shares of this Class (including without
limitation Section 9 hereof); provided, however,
that any sale of all or substantially all of the
property or business of the Corporation, any merger
or consolidation of the Corporation into or with any
other corporation or merger or consolidation of any
other corporation into or with the Corporation or
the liquidation, dissolution or winding-up of the
Corporation shall not be deemed to be such an
alteration or amendment. The affirmative vote or
consent of the holders of at least a majority of the
votes entitled to be cast by holders of the shares
of Common Stock then outstanding, voting separately
as a class, will also be required for any such
actions.

Solely for purposes of the voting rights as
described in this Section 7 and Section 8 hereof,
any share of this Class registered in the name of
the Corporation or any of its Affiliates (as defined
under Rule 405 of the Securities Act) shall be
deemed not to be outstanding and the vote evidenced
thereby shall not be taken into account in
determining whether the requisite vote necessary to
take such action or effect any such consent has been
obtained.

8. AMENDMENTS. Any amendment to the
Corporation's Certificate of Incorporation to change
any provision of Section 7 or Section 9 of this
Certificate of Designation or this Section 8 shall
require the consent of holders of a majority of the
outstanding shares of the Common Stock and 66-2/3%
of the votes of this Class, in each case voting
separately as a class. All other amendments to the
Corporation's Certificate of Incorporation shall
require the consent of holders entitled to cast at
least a majority of the votes of Common Stock and
Preferred Stock voting as a single class.

9. ASSET COVERAGE. (a) Immediately after the
issuance of this Class and for so long as the
Corporation is registered as an investment company
under the 1940 Act, the shares of this Class will
have a 1940 Act Asset Coverage of at least 200% and,
for so long as the Corporation is registered as an
investment company under the 1940 Act, at the time
of the declaration of any dividend or distribution
or at the time of any purchase of shares of Common
Stock by the Corporation, this Class will have a
1940 Act Asset Coverage of at least 200% after
deducting the amount of such dividend, distribution
or purchase price, as the case may be.

(b) At all times that shares of this Class are
outstanding, the Corporation will own U.S.
Government Securities with a market value and
principal amount equal to at least 140% of the
liquidation preference of the outstanding shares of
this Class.

10. RESTRICTIONS ON TRANSFER. The minimum
amount of Preferred Stock that may be transferred
to, or held by, any one beneficial owner is
$4,000,000.

11. DEFINITIONS. For purposes of this Class,
the following terms shall have the meanings
indicated:

"Board of Directors" shall mean the Board of
Directors of the Corporation.

"Business Day" shall mean any day other than a
Saturday, Sunday or other day on which banks are
authorized to be closed in New York, New York.

"Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, or any successor
statute thereto. Reference to any provision of the
Code shall mean such provision as in effect from
time to time, as the same may be amended, and any
successor thereto, as interpreted by any applicable
regulations or other administrative pronouncements
as in effect from time to time.

"Common Stock" shall mean the common stock of
the Corporation, par value $.01 per share, or any
successor class of common equity into which such
class may hereafter be converted.

"Dividend Periods" shall have the meaning set
forth in Section 2 hereof.

"Indebtedness" shall mean, with respect to the
Corporation without duplication, and whether or not
contingent, (i) all indebtedness of the Corporation
for borrowed money or which is evidenced by a note,
bond, debenture or similar instrument, including any
indebtedness provided by a bank that is not an
affiliate of the Corporation (ii) all obligations of
the Corporation in respect of letters of credit or
bankers' acceptances issued or created for the
account of the Corporation, (iii) all liabilities of
others of the kind described in the preceding clause
(i) secured by any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind on any
property owned by the Corporation even though the
Corporation has not assumed or become liable for the
payment of such liabilities, (iv) to the extent not
otherwise included, any guarantee by the Corporation
of any indebtedness of any other individual,
corporation, partnership, joint venture,
association, joint-stock company, limited liability
company, trust, unincorporated organization or
government or any agency or political subdivision
thereof, or other obligations described in clauses
(i) through (iii) above, and (v) any "acquisition
indebtedness" or indebtedness which would give rise
to unrelated trade or business income within the
meeting of Section 514 of the Code.

"Initial Rate" shall have the meaning set forth
in Section 2 hereof.

"Initial Term" shall have the meaning set forth
in Section 2 hereof.

"1940 Act Asset Coverage" means the ratio which
the value of the total assets of the Corporation,
less all liabilities and indebtedness not
represented by "senior securities" (within the
meaning of the 1940 Act), bears to the aggregate
amount of senior securities representing
indebtedness of the Corporation plus the aggregate
of the involuntary liquidation preference of this
Class. The involuntary liquidation preference of
this class shall be deemed to mean the amount to
which such class of senior security would be
entitled on involuntary liquidation of the issuer in
preference to a security junior to it.

"Preferred Stock" shall have the meaning set
forth in the recitals hereof.

"Special Rate" shall have the meaning set forth
in Section 2 hereof.

"Tax Event" shall mean the receipt by the
Corporation of an opinion of a nationally recognized
tax counsel to the Corporation which is experienced
in such matters ("Tax Counsel"), to the effect that,
as a result of (i) any amendment to, clarification
of, or change (including any announced prospective
change) in the laws or treaties (or any regulations
thereunder) of the United States or any political
subdivision or taxing authority thereof or therein
affecting taxation, (ii) any judicial decision,
official administrative pronouncement, published or
private ruling, regulatory procedure, notice or
announcement (including any notice or announcement
of intent to adopt such procedures or regulations)
("Administrative Action") or (iii) any amendment to,
clarification of, or change in the official position
or the interpretation of such Administrative Action
or any interpretation or pronouncement that provides
for a position with respect to such Administrative
Action that differs from the theretofore generally
accepted position, in each case, by any legislative
body, court, governmental authority, taxing
authority or regulatory body, irrespective of the
manner in which such amendment, clarification or
change is made known, which amendment,
clarification, change or Administrative Action is
effective or such pronouncement or decision is
announced on or after the date of the initial
issuance of the shares of this Class, there is a
substantially increased likelihood (determined in
the case of any amendment to, clarification of, or
change in laws affecting taxation, as if any such
proposal were enacted into law) (as compared to
immediately prior to the initial issuance of the
shares of this Class) that (a) dividends paid or to
be paid by the Corporation with respect to the
shares of Common Stock and/or this Class are not, or
will not be, fully deductible by the Corporation for
United States federal income tax purposes and/or (b)
the Corporation is, or will be, subject to more than
a de minimis amount of taxes (including, without
limitation, income taxes), duties or other
governmental charges and assessments.

"Tax Event Redemption Price" shall mean the (i)
the sum of the present values of all future dividend
payments due on a share of this Class (rounded to
the nearest whole cent per share), discounted on a
quarterly basis at the "Redemption Discount Rate" to
the dividend payment date immediately preceding the
redemption date, plus (ii) any accrued but unpaid
dividends up to and including the redemption date.
Redemption Discount Rate shall equal the Benchmark
Treasury Rate plus 95 basis points (converted to a
quarterly equivalent). Prior to August 15, 2004,
the Benchmark Treasury Rate shall equal the yield to
maturity of the 71/4% U.S. Treasury Note due August
2004 on the redemption date. On that date and
thereafter, the Benchmark Treasury Rate shall equal
the yield to maturity of the "1 Year CMT."

"1 Year CMT" which, with respect to any date of
redemption, (in the following order of priority)
shall mean:

(i) the yield on 1 year United States
Treasury Securities at constant maturity on the
second Business Day prior to any date of redemption,
as estimated from the United States Department of
the Treasury's daily yield curve, as published in
the Federal Reserve statistical release H.15(519)
(the "H.15") (or any successor or similar
publication selected by the Calculation Agent
published by the Board of Governors of the Federal
Reserve Bank or affiliated entity) for the date of
redemption opposite the caption "Treasury Constant
Maturities, 1-year".

(ii) if 1 Year CMT, or any successor
thereto, as described in clause (i) is not publicly
available by the date of redemption, then 1 Year CMT
will be a yield to maturity for direct non-callable
fixed rate obligations of the United States
("Treasury Notes") most recently issued with a
remaining term to maturity closest to 1 year based
on the yield (which yield is based on bid prices)
for such issue of Treasury Notes for the date of
redemption, as published by the Federal Reserve Bank
of New York in its daily statistical release
entitled "Composite 3:30 P.M. Quotations for U.S.
Government Securities" (or any successor or similar
publication selected by the Calculation Agent
published by the Federal Reserve System, the Federal
Reserve Bank of New York, or any other Federal
Reserve Bank or affiliated entity).

(iii) if 1 Year CMT as described in
clause (ii) is not available on the date of such
calculation pertaining to such date of redemption, 1
Year CMT will be calculated by the Calculation Agent
and will be a yield to maturity (expressed as a bond
equivalent and as a decimal on the basis of a year
of 365 days and applied on a daily basis) based on
the arithmetic mean of the secondary market bid
prices as of approximately 3:00 P.M. (New York City
time) on the date of redemption of three leading
primary United States government securities dealers
in The City of New York (from five such dealers
selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest), for
Treasury Notes most recently issued with a remaining
term to maturity closest to 1 year. If three or four
(and not five) of such dealers are quoting as
described in this clause (iii), then 1 Year CMT will
be based on the arithmetic mean of the bid price
obtained and neither the highest nor the lowest of
such quotations will be eliminated. The Calculation
Agent shall be Bear, Stearns & Co. Inc.

"Transfer" shall have the meaning set forth in
Section 10 hereof.

"U.S. Government Security" means obligations
issued or guaranteed by the United States government
or in obligations issued or guaranteed by agencies
or instrumentalities of the United States
government; provided, however, that such securities
may be limited as required to obtain a AAA or Aaa
from Standard & Poor's Ratings Group, Inc. or
Moody's Investors Service.

IN WITNESS WHEREOF, the Corporation has
caused this Amended Certificate of Designation to be
signed on this 14th day of February, 1997.

MANAGED INCOME SECURITIES
PLUS FUND, INC.

By:/s/ Frank J. Maresca
---------------------------
Name: Frank J. Maresca
Title: Vice President and
Treasurer

THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND
SOLD IN THE UNITED STATES EXCLUSIVELY TO INVESTORS WHO ARE QUALIFIED
INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT. THE SHARES OF COMMON STOCK MAY ONLY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN A TRANSACTION THAT IS IN ACCORDANCE WITH AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY OTHER APPLICABLE LAWS.

THE ISSUER HEREOF WILL FURNISH WITHOUT CHARGE TO EACH HOLDER HEREOF, UPON
REQUEST, A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
OF SUCH PREFERENCES AND/OR RIGHTS, PURSUANT TO SECTION 151(F) OF THE
DELAWARE GENERAL CORPORATION LAW.

The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations.

<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT -_____Custodian ________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants
in common ___________________________
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, _____________________________________ hereby sell,
assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
____________________________________________________________________________

____________________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee

____________________________________________________________________________

______________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

____________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.

Dated: ___________________

Signature(s)____________________________________

Signature Guaranteed By:

_______________________________ ________________________________________
NOTICE: The signature(s) to this
assignment must correspond with the
name(s) as written upon the face of the
Certificate. In every particular,
without alteration or enlargement, or
any change whatever.

NO. 0001 MANAGED INCOME SECURITIES PLUS FUND, INC. ________ SHARES
COMMON STOCK PAR VALUE $.01
CUSIP: PER SHARE

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP. IS THE OWNER OF
________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE, OF THE ABOVE-NAMED CORPORATION
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY
AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF THE CORPORATION HAS
CAUSED THIS CERTIFICATE TO BE SIGNED BY
ITS DULY AUTHORIZED OFFICERS THIS __TH
DAY OF FEBRUARY, 1997.

SEAL
__________________ ___________________
PRESIDENT SECRETARY

Preferred Stock Shares:
Number: 0001 CUSIP:

MANAGED INCOME SECURITIES PLUS FUND, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED
AND SHALL BE HELD SUBJECT TO THE RESTRICTIONS AND PROVISIONS OF THE
CERTIFICATE OF INCORPORATION OF THE CORPORATION AND THE CERTIFICATE OF
DESIGNATION RELATED TO THE SHARES, COPIES OF WHICH ARE FILED WITH THE STATE
OF DELAWARE, AND THE BY-LAWS OF THE CORPORATION, AS EACH MAY BE AMENDED
FROM TIME TO TIME.

This certifies that Cede & Co. is the registered holder of
_______ shares of Preferred Stock, par value $.01 per share, of Managed
Income Securities Plus Fund, Inc. (the "Corporation"), transferable only on
the books of the Corporation by the holder hereof in person or by a duly
authorized attorney upon surrender of this Certificate with a proper
endorsement. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers this 5th day of
February, 1997.

_________________________________
President

_________________________________
Secretary

THE SHARES OF PREFERRED STOCK REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND
SOLD IN THE UNITED STATES EXCLUSIVELY TO INVESTORS WHO ARE QUALIFIED
INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT. THE SHARES OF PREFERRED STOCK MAY ONLY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN A TRANSACTION THAT IS IN ACCORDANCE WITH AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY OTHER APPLICABLE LAWS.

No. 1 MANAGED INCOME SECURITIES PLUS FUND, INC. _______ SHARES

PREFERRED STOCK PAR VALUE $.01
PER SHARE
CUSIP:

Incorporated Under the Laws of the State of Delaware

THIS CERTIFIES that Cede & Co. is the owner of _______ fully paid and
non-assessable Shares of Preferred Stock, par value $.01 per share,
liquidation preference $100,000 per share, of the above-named Corporation
transferable on the books of the Corporation in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF the Corporation has
caused this Certificate to be signed by
its duly authorized officers this 5th
day of February, 1997.

____________________ _________________
President Secretary

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER STATE SECURITIES LAWS. THE TRANSFER OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT
TO THE CONDITIONS SPECIFIED IN SECTION 4 HEREOF. A COPY
OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO
THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT
CHARGE. THESE SECURITIES MAY NOT BE RESOLD OR
TRANSFERRED UNLESS SUCH CONDITIONS ARE COMPLIED WITH AND
UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS.

MANAGED INCOME SECURITIES PLUS FUND, INC.

Floating Rate Note

No. ___ $500.00(U.S.)
New York, New York
February 5, 1997

Managed Income Securities Plus Fund, Inc., a
Delaware corporation duly organized and existing under
the laws of the State of Delaware (the "Fund," which term
includes any successor entity), for value received
promises to pay to _____ or registered assigns, the
principal sum of FIVE HUNDRED DOLLARS ($500.00), on the
earliest to occur of (i) December 30, 2017,
(ii) redemption of this Note pursuant to Section 5 hereof
or (iii) upon the dissolution of the Fund.

See Section 6 for certain definitions.

1. Payment of Interest. The Fund promises to
pay interest quarterly in arrears on the unpaid principal
amount hereof (computed on the basis of a 360-day year
and the actual number of days involved), for each
Interest Period, at the Applicable Rate. The "Applicable
Rate" shall equal the three-month London Interbank
Offering Rate ("LIBOR") plus 2.50%; provided, however,
such rate per annum shall not exceed the maximum rate
permitted by applicable law. LIBOR shall be determined by
Bear, Stearns & Co. Inc., as calculation agent (the
"Calculation Agent"), on the Applicable Rate
Determination Date (as hereinafter defined) for each
Interest Period in accordance with the following
provisions:

(i) With respect to an Applicable Rate
Determination Date, LIBOR will be determined by the
Calculation Agent on the basis of the offered rate
for three-month deposits in U.S. dollars, commencing
on the second London Banking Day immediately
following such Applicable Rate Determination Date,
which appears on Telerate page 3750 (or such other
page as may replace such Telerate page 3750 for the
purpose of displaying London interbank rates of
major banks), as of 11:00 A.M., London time, on such
Applicable Rate Determination Date. If no rate
appears on Telerate page 3750 (or such other page as
may replace such page), LIBOR in respect of that
Applicable Rate Determination Date will be
determined as if the parties had specified the rate
described in (ii) below.

(ii) With respect to an Applicable Rate
Determination Date on which no offered rate appears
on Telerate page 3750 (or such other page), as
applicable, as described in (i) above, LIBOR will be
determined by the Calculation Agent on the basis of
the rates at approximately 11:00 A.M., London time,
on such Applicable Rate Determination Date at which
three-month deposits in U.S. dollars are offered to
prime banks in the London interbank market by four
major banks in the London interbank market selected
by the Calculation Agent commencing on the second
London Banking Day immediately following such
Applicable Rate Determination Date and in a
principal amount equal to an amount of not less than
ONE MILLION DOLLARS ($1,000,000.00) that is
representative of a single transaction in such
market at such time. The Calculation Agent will
request the principal London office of each of such
banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR for
such Applicable Rate Determination Date will be the
arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR for such
Applicable Rate Determination Date will be the
arithmetic mean of the rates quoted at approximately
11:00 A.M., New York City time, on such Applicable
Rate Determination Date by three major banks in the
City of New York, selected by the Calculation Agent
for loans in U.S. dollars to leading European banks,
having a maturity of three months and commencing on
the second London Banking Day immediately following
such Applicable Rate Determination Date and in a
principal amount equal to an amount of not less than
ONE MILLION DOLLARS ($1,000,000.00) that is
representative of a single transaction in such
market at such time; provided, however, that if the
banks selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the
annual rate at which interest is payable will be the
annual rate in effect on such Applicable Rate
Determination Date.

The calculations of the Calculation Agent shall, in the
absence of manifest error, be conclusive for all purposes
and binding on the holders of the notes.

The Fund shall pay interest on March 30, June 30,
September 30 and December 30 of each year (or, if such
day is not a Business Day, on the next succeeding
Business Day, except if such Business Day falls in the
next calendar month, payment shall be made on the
immediately preceding Business Day), commencing on March
30, 1997, and ending at the maturity date (each an
"Interest Payment Date"). Interest payable on any
Interest Payment Date shall accrue from and including the
immediately preceding Interest Payment Date (or the date
of original issue in the case of the first Interest
Payment Date) to and excluding such Interest Payment
Date.

2. Method of Payment. The Fund shall pay
interest on this Floating Rate Note, due December 30,
2017, or such earlier date as may be determined in
accordance with the provisions thereof (the "Note"), to
the person who is the registered holder of this Note at
the close of business on the Record Date next preceding
the Interest Payment Date notwithstanding any
registration of transfer or exchange subsequent to the
Record Date and prior to the next succeeding Interest
Payment Date. Unless the Fund agrees in writing with a
particular holder to a different method of payment,
payments of principal and interest shall be made by check
mailed to, or by electronic transfer to the account of,
the security holder.

3. Register of Holders. The Fund shall keep
at its principal office or shall cause its transfer agent
to keep at its principal office a register (the
"Register") in which shall be entered the names and
addresses of the registered holders of the Notes and
particulars of the respective Notes held by them and of
all transfers and exchanges of such Notes. References
herein to the "Holder" of a Note or a "Noteholder" shall
mean the Person listed in the Register as the payee of
such Note unless the payee shall have presented such Note
to the Fund for transfer and the transferee shall have
been entered in the Register as a subsequent holder, in
which case the term shall mean such subsequent holder.
The ownership of the Notes shall be proven by the
Register. For the purpose of paying principal and
interest on the Notes, the Fund shall be entitled to rely
on the names and addresses in the Register and,
notwithstanding anything to the contrary contained in
this Note, no event of default shall occur if payment of
principal and interest is made to, and in accordance
with, the names and addresses and other particulars
contained in the Register.

4. RESTRICTIONS ON TRANSFER. THE NOTE
REPRESENTED HEREBY HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES
LAWS, AND IS BEING OFFERED AND SOLD IN THE UNITED STATES
EXCLUSIVELY TO ACCREDITED INVESTORS. THIS NOTE MAY NOT
BE OFFERED, PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY
PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE FUND IN
ITS SOLE DISCRETION, WHICH CONSENT MAY BE WITHHELD WITH
OR WITHOUT REASON. ANY PURPORTED TRANSFER WITHOUT SUCH
CONSENT SHALL BE VOID AND MAY BE DISREGARDED BY THE
COMPANY.

5. Redemption.

5.1 Redemption at the Fund's Option. This
Note will be redeemable on any date at the option of the
Fund. The Notes are so redeemable at 100% of the
principal amount thereof (the "Redemption Price"), plus
interest accrued to but excluding the date fixed for
redemption.

5.2 Payment of Notes Called for Redemption.
Upon redemption, this Note shall become due and payable
on the redemption date and at the Redemption Price,
together with interest accrued to but excluding the date
fixed for redemption, and on and after said date interest
on the Notes so called for redemption shall cease to
accrue. Upon payment of the Redemption Price, together
with interest accrued thereon to the redemption date,
this Note shall be deemed canceled without necessity for
presentation and surrender to the Fund.

6. Certain Definitions.

"Applicable Rate Determination Date" shall mean
the second London Banking Day preceding each Interest
Payment Date.

"Business Day" shall mean any day other than a
Saturday or a Sunday, or a day on which banking
institutions in the City of New York are authorized or
required by law or executive order to remain closed.

"Interest Period" shall mean the period from
and including the issue date or from and including the
most recent Interest Payment Date to and including the
next succeeding interest Payment Date or maturity.

"London Banking Day" shall mean any day on
which dealings in deposits in U.S. dollars are transacted
in the London interbank market.

"Record Date" shall mean the fifteenth calendar
day, whether or not a Business Day, immediately preceding
the related Interest Payment Date.

7. Miscellaneous.

7.1 Successors. All agreements of the Fund in
the Notes shall bind its respective successors.

7.2 New York Law. THE NOTES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.

7.3 Separability. In case any provision in
the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions thereof shall not in any way be affected or
impaired thereby.

IN WITNESS WHEREOF, the Fund has caused this
Note to be duly executed as of the date first above
written.

MANAGED INCOME SECURITIES
PLUS FUND, INC.

Dated: February 5, 1997 By:_____________________________
Name: Frank J. Maresca
Title: Vice President

Attest:

By:_________________________
Name: Vincent L. Pereira
Title: Assistant Secretary

INVESTMENT ADVISORY AGREEMENT

Managed Income Securities Plus Fund, Inc.
245 Park Avenue
New York, New York 10167

February 5, 1997

Bear Stearns Funds Management Inc.
245 Park Avenue
New York, New York 10167

Dear Sirs:

The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:

The Fund desires to employ its capital by
investing and reinvesting the same in investments of the
type and in accordance with the limitations specified in
its charter documents and in its Offering Memorandum
dated February 5, 1997, copies of which have been or will
be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's
Board of Directors. The Fund desires to employ you to
act as its investment adviser.

In this connection it is understood that from
time to time you will employ or associate with yourself
such person or persons as you may believe to be particu-
larly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or
employees who are employed by both you and the Fund. The
compensation of such person or persons shall be paid by
you and no obligation may be incurred on the Fund's
behalf in any such respect.

Subject to the supervision and approval of the
Fund's Board of Directors, you will provide investment
management of the Fund in accordance with the Fund's
investment objectives and policies as stated in the
Fund's Offering Memorandum dated February 5, 1997. In
connection therewith, you will obtain and provide invest-
ment research and will supervise the Fund's investments
and conduct a continuous program of investment, evalua-
tion and, if appropriate, sale and reinvestment of the
Fund's assets. You will furnish to the Fund such statis-
tical information, with respect to the investments which
the Fund may hold or contemplate purchasing as the Fund
may reasonably request. The Fund wishes to be informed
of important developments materially affecting the Fund's
portfolio and shall expect you, on your own initiative,
to furnish to the Fund from time to time such information
as you may believe appropriate for this purpose.

Subject to the supervision and control of the
Fund's Board, you also will assist in supervising all
aspects of the Fund's operations. You will, directly or
through one or more affiliates or third party service
providers, supply office facilities (which may be in your
own offices), data processing services, clerical, trans-
fer agency, accounting and bookkeeping services, internal
auditing and legal services, internal executive and
administrative services, and stationery and office sup-
plies; prepare reports to the Fund's stockholders and
noteholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; and calculate the net asset value of the
Fund's shares. Net asset value shall be computed on such
days and at such time or times as determined by the
Fund's Board of Directors.

You shall exercise your best judgment in ren-
dering the services to be provided to the Fund hereunder,
and the Fund agrees as an inducement to your undertaking
the same that you shall not be liable hereunder for any
error of judgment or mistake of law or for any loss
suffered by the Fund, provided that nothing herein shall
be deemed to protect or purport to protect you against
any liability to the Fund or to its security holders to
which you would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the perfor-
mance of your duties hereunder or by reason of your
reckless disregard of your obligations or duties hereun-
der (hereinafter "Disabling Conduct").

In consideration of services rendered pursuant
to this Agreement, the Fund will pay you a monthly in-
vestment advisory and administration fee at the annual
rate of 0.075% of the Fund's monthly average net assets.

You will bear all expenses in connection with
the performance of your services under this Agreement.
All other expenses to be incurred in the operation of the
Fund will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by
the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment
fees, interest and distributions paid on securities sold
short, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees,
state Blue Sky qualification fees, advisory, administra-
tion and fund accounting fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence,
costs attributable to investor services (including,
without limitation, telephone and personnel expenses),
costs of preparing and printing offering documents, costs
of stockholders' reports and meetings, and any extraordi-
nary expenses.

If in any fiscal year the aggregate expenses of
the Fund (including fees pursuant to this Agreement, but
excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commis-
sions, extraordinary expenses) exceed the expense limita-
tion of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid hereunder, or
you will bear, such excess expense to the extent required
by state law. Your obligation pursuant hereto will be
limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily,
and reconciled and effected or paid, as the case may be,
on a monthly basis.

The Fund understands that you now act, and that
from time to time hereafter you may act, as investment
adviser to one or more other investment companies and
fiduciary or other managed accounts, and the Fund has no
objection to your so acting, provided that when the
purchase or sale of securities of the same issuer is
suitable for the investment objectives of two or more
investment companies or accounts managed by you which
have available funds for investment, the available secu-
rities will be allocated in a manner believed by you to
be equitable to each company or account. It is recog-
nized that in some cases this procedure may adversely
affect the price paid or received by the Fund or the size
of the position obtainable for or disposed of by the
Fund.

In addition, it is understood that the persons
employed by you to assist in the performance of your
duties hereunder will not devote their full time to such
service and nothing contained herein shall be deemed to
limit or restrict your right or the right of any of your
affiliates to engage in and devote time and attention to
other businesses or to render services of whatever kind
or nature.

Any person, even though also your officer,
director, partner, employee or agent, who may be or
become an officer, director, employee or agent of the
Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund, to be render-
ing such services to or acting solely for the Fund and
not as your officer, director, partner, employee, or
agent or one under your control or direction even though
paid by you.

The Fund will indemnify you (each, an "indemni-
tee") against, and hold each indemnitee harmless from,
any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses)
not resulting from Disabling Conduct by the indemnitee.
Indemnification shall be made only following: (i) a
final decision on the merits by a court or other body
before whom the proceeding was brought that the indemni-
tee was not liable by reason of Disabling Conduct or (ii)
in the absence of such a decision, a reasonable determi-
nation, based upon a review of the facts, that the indem-
nitee was not liable by reason of Disabling Conduct by
(a) the vote of a majority of a quorum of Board members
who are neither "interested persons" of the Fund nor
parties to the proceeding ("disinterested non-party Board
members") or (b) an independent legal counsel in a writ-
ten opinion. Each indemnitee shall be entitled to ad-
vances from the Fund for payment of the reasonable ex-
penses incurred by it in connection with the matter as to
which it is seeking indemnification in the manner and to
the fullest extent permissible under the Delaware General
Corporation Law. Each indemnitee shall provide to the
Fund a written affirmation of its good faith belief that
the standard of conduct necessary for indemnification by
the Fund has been met and a written undertaking to repay
any such advance if it should ultimately be determined
that the standard of conduct has not been met. In addi-
tion, at least one of the following additional conditions
shall be met: (a) the indemnitee shall provide security
in form and amount acceptable to the Fund for its under-
taking; (b) the Fund is insured against losses arising by
reason of the advance; or (c) a majority of a quorum of
disinterested non-party Board members, or independent
legal counsel, in a written opinion, shall have deter-
mined, based on a review of facts readily available to
the Fund at the time the advance is proposed to be made,
that there is reason to believe that the indemnitee will
ultimately be found to be entitled to indemnification.
No provision of this Agreement shall be construed to
protect any Board member or officer of the Fund, or any
indemnitee, from liability in violation of Sections 17(h)
and (i) of the Investment Company Act of 1940, as amended
(the "1940 Act").

This Agreement shall continue until Decem-
ber 31, 1998 (the "Reapproval Date") and thereafter shall
continue automatically for successive annual periods
ending on December 31st each year, provided such continu-
ance is specifically approved at least annually by (i)
the Fund's Board of Directors or (ii) vote of a majority
(as defined in the 1940 Act) of the Fund's outstanding
voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's
Board members who are not "interested persons" (as de-
fined in the 1940 Act) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose
of voting on such approval. This Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board
or by vote of holders of a majority of the Fund's shares
or, upon not less than 90 days' notice, by you. This
Agreement also will terminate automatically in the event
of its assignment (as defined in the 1940 Act).

If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.

Very truly yours,

By: /s/ Vincent L. Pereira
----------------------------

Accepted:

BEAR STEARNS FUNDS MANAGEMENT INC.

By: /s/ Frank J. Maresca
------------------------------

CUSTODY AGREEMENT

AGREEMENT, dated as of February 5, 1997 by and between
MANAGED INCOME SECURITIES PLUS FUND, INC. (the "Fund"), a
corporation organized and existing under the laws of the State of
Delaware, and CUSTODIAL TRUST COMPANY, a bank organized and
existing under the laws of the State of New Jersey (the
"Custodian").

WHEREAS, the Fund desires that its securities, funds and
other assets be held and administered by Custodian pursuant to
this Agreement;

WHEREAS, Custodian represents that it is a bank having the
qualifications prescribed in the 1940 Act to act as custodian for
management investment companies registered under the 1940 Act;

NOW, THEREFORE, in consideration of the mutual agreements
herein made, the Fund and Custodian hereby agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following terms, unless
the context otherwise requires, shall mean:

1.1 "AUTHORIZED PERSON" means any person authorized by
resolution of the Board of Directors to give Oral Instructions
and Written Instructions on behalf of the Fund and identified, by
name or by office, in Exhibit A hereto or any person designated
to do so by an investment adviser of the Fund named by the Fund
in Exhibit B hereto.

1.2 "BOARD OF DIRECTORS" means the Board of Directors of the
Fund or, when permitted under the 1940 Act, the Executive
Committee thereof, if any.

1.3 "BOOK-ENTRY SYSTEM" means a book-entry system maintained
by a Federal Reserve Bank for securities of the United States
government or of agencies or instrumentalities thereof (including
government-sponsored enterprises).

1.4 "BUSINESS DAY" means any day on which banks in the State
of New Jersey and New York are open for business.

1.5 "CUSTODY ACCOUNT" means the account in the name of the
Fund, which is provided for in Section 3.2 below.

1.6 "DOMESTIC SECURITIES DEPOSITORY" means The Depository
Trust Company and any other clearing agency registered with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, which acts as a securities depository.

1.7 "ELIGIBLE DOMESTIC BANK" means a bank as defined in the
1940 Act.

1.8 "ELIGIBLE FOREIGN ENTITY" means any banking institution,
trust company or other entity organized under the laws of a
country other than the United States which is eligible under the
1940 Act to act as a custodian for securities and other assets of
the Fund held outside the United States.

1.9 "FOREIGN SECURITIES DEPOSITORY" means a foreign
securities depository or clearing agency as defined in the 1940
Act.

1.10 "1940 ACT" means the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.

1.11 "ORAL INSTRUCTIONS" means instructions orally
transmitted to and accepted by Custodian which are (a) reasonably
believed by Custodian to have been given by an Authorized Person,
(b) recorded and kept among the records of Custodian made in the
ordinary course of business, and (c) completed in accordance with
Custodian's requirements from time to time as to content of
instructions and their manner and timeliness of delivery by the
Fund.

1.12 "PROPER INSTRUCTIONS" means Oral Instructions or
Written Instructions. Proper Instructions may be continuing
Written Instructions when deemed appropriate by the Fund and
Custodian.

1.13 "SECURITIES DEPOSITORY" means any Domestic Securities
Depository or Foreign Securities Depository.

1.14 "SHARES" means shares of the capital stock of the Fund,
including any preferred stock.

1.15 "WRITTEN INSTRUCTIONS" means written communications
received by Custodian that are (a) reasonably believed by
Custodian to have been signed or sent by an Authorized Person,
(b) sent or transmitted by letter, facsimile, central processing
unit connection, on-line terminal or magnetic tape, and (c)
completed in accordance with Custodian's requirements from time
to time as to content of instructions and their manner and
timeliness of delivery by the Fund.

ARTICLE II
APPOINTMENT OF CUSTODIAN

2.1 APPOINTMENT. The Fund hereby appoints Custodian as
custodian of all such securities, funds and other assets of the
Fund as may be acceptable to Custodian and from time to time
delivered to it by the Fund or others for the account of the
Fund.

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

ARTICLE III
CUSTODY OF SECURITIES, FUNDS AND OTHER ASSETS

3.1 SEGREGATION. All securities and non-cash property of the
Fund in the possession of Custodian (other than securities
maintained by Custodian with a sub-custodian appointed pursuant
to this Agreement or in a Securities Depository or Book-Entry
System) shall be physically segregated from other such securities
and non-cash property in the possession of Custodian. All cash,
securities and other non-cash property of the Fund shall be
identified as belonging to the Fund.

3.2 CUSTODY ACCOUNT. (a) Custodian shall open and maintain
in its trust department a custody account in the name of the
Fund, subject only to draft or order of Custodian, in which
Custodian shall enter and carry all securities, funds and other
assets of the Fund which are delivered to Custodian and accepted
by it.

(b) If Custodian at any time fails to receive any of the
documents referred to in Section 3.10(a) below, then, until such
time as it receives such document, it shall not be obligated to
receive any securities of the Fund into the Custody Account and
shall be entitled to return to the Fund any securities of the
Fund that it is holding.

3.3 SECURITIES IN PHYSICAL FORM. Custodian may, but shall
not be obligated to, hold securities that may be held only in
physical form.

3.4 DISCLOSURE TO ISSUERS OF SECURITIES. Custodian is
authorized to disclose the Fund's name, address and securities
positions in the Custody Account to the issuers of such
securities when requested by them to do so.

3.5 APPOINTMENT OF DOMESTIC SUB-CUSTODIANS. In its
discretion, Custodian may at any time and from time to time
appoint, and at any time remove, any Eligible Domestic Bank as
sub-custodian to hold securities and other assets of the Fund
maintained in the United States and to carry out such other
provisions of this Agreement as it may determine. The appointment
of any such sub-custodian shall be at Custodian's expense and
shall not relieve Custodian of any of its obligations or
liabilities under this Agreement.

3.6 APPOINTMENT OF FOREIGN SUB-CUSTODIANS. (a) At any time
and from time to time, Custodian in its discretion may appoint in
accordance with the 1940 Act (i) any overseas branch of any
Eligible Domestic Bank, or (ii) any Eligible Foreign Entity, in
each case as a foreign sub-custodian for securities and other
assets of the Fund that are maintained outside the United States,
provided, however, that any such appointment shall be subject to
prior written approval by the Fund of (A) the agreement pursuant
to which Custodian proposes to employ such overseas branch or
Eligible Foreign Entity, and (B) in the case of any Eligible
Foreign Entity, the country or countries in which such Foreign
Eligible Entity is to be authorized to hold securities and other
assets of the Fund.

(b) Set forth on Exhibit D hereto are the foreign sub-
custodians appointed pursuant to Section 3.6(a) above and the
countries in which pursuant to Section 3.6(a) above they may hold
securities and other assets of the Fund. Exhibit D shall be
revised from time to time as foreign sub-custodians and countries
are added or deleted.

(c) The Fund shall inform Custodian sufficiently in advance
of a proposed investment which is to be held in a country not
listed in Exhibit D hereto to allow the Fund to consider and give
the approvals required under Section 3.6(a) above and for
Custodian to put appropriate arrangements in place with a foreign
sub-custodian. If the Fund invests in a security or other asset
to be held outside the United States before such approvals are
given and such arrangements are put in place, then such security
or other asset may be held by such agent as Custodian, in its
discretion, may appoint.

(d) Notwithstanding anything to the contrary in Section 6.1
below or elsewhere in this Agreement, Custodian shall have no
greater liability to the Fund for the actions or omissions of any
foreign sub-custodian appointed pursuant to this Agreement (or
any agent appointed pursuant to Section 3.6(c) above) than any
such foreign sub-custodian (or such agent) has to Custodian, and
Custodian shall not be required to discharge any such liability
which may be imposed on it unless and until such foreign
sub-custodian (or agent) has effectively indemnified Custodian
against it or has otherwise discharged its liability to Custodian
in full.

(e) Upon the request of the Fund, Custodian shall annually
furnish to the Fund information concerning all foreign sub-
custodians appointed pursuant to this Agreement which shall be
similar in kind and scope to that furnished to the Fund in
connection with the initial approval by the Fund of the
agreements pursuant to which Custodian employs such foreign sub-
custodians or as otherwise required by the 1940 Act.

3.7 APPOINTMENT OF OTHER AGENTS. Custodian may employ other
suitable agents, which may include affiliates of Custodian such
as Bear, Stearns & Co. Inc. ("Bear Stearns") or Bear, Stearns
Securities Corp., both of which are securities broker-dealers,
provided, however, that Custodian shall not employ Bear Stearns
to hold any securities purchased by the Fund under any repurchase
agreement between them, whether now or hereafter in effect. The
appointment of any agent pursuant to this Section 3.7 shall not
relieve Custodian of any of its obligations or liabilities under
this Agreement.

3.8 BANK ACCOUNTS. In its discretion and from time to time
Custodian may open and maintain for the Fund one or more demand
deposit accounts with any Eligible Domestic Bank (any such
accounts to be in the name of Custodian and subject only to its
draft or order), provided, however, that the opening and
maintenance of any such account shall be at Custodian's expense
and shall not relieve Custodian of any of its obligations or
liabilities under this Agreement.

3.9 DELIVERY OF ASSETS TO CUSTODIAN. Provided they are
acceptable to Custodian, the Fund shall deliver to Custodian the
Fund's securities, funds and other assets, including (a) payments
of income, payments of principal and capital distributions
received by the Fund with respect to securities, funds or other
assets owned by the Fund at any time during the term of this
Agreement, and (b) funds received by the Fund for its issuance,
at any time during such term, of Shares or other securities.
Custodian shall not be under any duty or obligation to require
the Fund to deliver to it any securities or other assets owned by
the Fund and shall have no responsibility or liability for or on
account of securities or other assets not so delivered.

3.10 DOMESTIC SECURITIES DEPOSITORIES AND BOOK-ENTRY
SYSTEMS. Custodian and any sub-custodian appointed pursuant to
Section 3.5 above may deposit and/or maintain securities of the
Fund in a Domestic Securities Depository or in a Book-Entry
System, subject to the following provisions:

(a) Prior to a deposit of securities of the Fund in any
Domestic Securities Depository or Book-Entry System, the Fund
shall deliver to Custodian a resolution of the Board of Directors
of the Fund, certified by an officer of the Fund, authorizing and
instructing Custodian (and any sub-custodian appointed pursuant
to Section 3.5 above) on an on-going basis to deposit in such
Domestic Securities Depository or Book-Entry System all
securities eligible for deposit therein and to make use of such
Domestic Securities Depository or Book-Entry System to the extent
possible and practical in connection with the performance of its
obligations hereunder (or under the applicable sub-custody
agreement in the case of such sub-custodian), including, without
limitation, in connection with settlements of purchases and sales
of securities, loans of securities, and deliveries and returns of
collateral consisting of securities.

(b) Securities of the Fund kept in a Book-Entry System or
Domestic Securities Depository shall be kept in an account
("Depository Account") of Custodian (or of any sub-custodian
appointed pursuant to Section 3.5 above) in such Book-Entry
System or Domestic Securities Depository which includes only
assets held by Custodian (or such sub-custodian) as a fiduciary,
custodian or otherwise for customers.

(c) The records of Custodian with respect to securities of
the Fund maintained in a Book-Entry System or Domestic Securities
Depository shall at all times identify such securities as
belonging to the Fund.

(d) If securities purchased by the Fund are to be held in a
Book-Entry System or Domestic Securities Depository, Custodian
(or any sub-custodian appointed pursuant to Section 3.5 above)
shall pay for such securities upon (i) receipt of advice from the
Book-Entry System or Domestic Securities Depository that such
securities have been transferred to the Depository Account, and
(ii) the making of an entry on the records of Custodian (or of
such sub-custodian) to reflect such payment and transfer for the
account of the Fund. If securities sold by the Fund are held in a
Book-Entry System or Domestic Securities Depository, Custodian
(or such sub-custodian) shall transfer such securities upon (A)
receipt of advice from the Book-Entry System or Domestic
Securities Depository that payment for such securities has been
transferred to the Depository Account, and (B) the making of an
entry on the records of Custodian (or of such sub-custodian) to
reflect such transfer and payment for the account of the Fund.

(e) Custodian shall provide the Fund with copies of any
report obtained by Custodian (or by any sub-custodian appointed
pursuant to Section 3.5 above) from a Book-Entry System or
Domestic Securities Depository in which securities of the Fund
are kept on the internal accounting controls and procedures for
safeguarding securities deposited in such Book-Entry System or
Domestic Securities Depository.

(f) At its election, the Fund shall be subrogated to the
rights of Custodian (or of any sub-custodian appointed pursuant
to Section 3.5 above) with respect to any claim against a
Book-Entry System or Domestic Securities Depository or any other
person for any loss or damage to the Fund arising from the use of
such Book-Entry System or Domestic Securities Depository, if and
to the extent that the Fund has not been made whole for any such
loss or damage.

3.11 FOREIGN SECURITIES DEPOSITORIES. Custodian or any sub-
custodian appointed pursuant to Section 3.6 above may maintain
securities of the Fund in any Foreign Securities Depository in
accordance with the 1940 Act. Set forth on Exhibit D hereto are
the Foreign Securities Depositories that Custodian or any such
sub-custodian are authorized in accordance with the 1940 Act to
employ. Exhibit D shall be revised from time to time as Foreign
Securities Depositories are added or deleted.

3.12 RELATIONSHIP WITH SECURITIES DEPOSITORIES. No Book-
Entry System, Securities Depository, or other securities
depository or clearing agency (whether foreign or domestic) which
it is or may become standard market practice to use for the
comparison and settlement of trades in securities shall be an
agent or sub-contractor of Custodian for purposes of Section 3.7
above or otherwise.

3.13 PAYMENTS FROM CUSTODY ACCOUNT. Upon receipt of Proper
Instructions but subject to its right to foreclose upon and
liquidate collateral pledged to it pursuant to Section 7.3 below,
Custodian shall make payments from the Custody Account, but only
in the following cases, provided, first, that there are
sufficient funds in the Custody Account to make such payments,
whether belonging to the Fund or advanced to it by Custodian in
its sole and absolute discretion as set forth in Section 3.19
below, and, second, that after the making of such payments, the
Fund would not be in violation of any margin or other
requirements agreed upon pursuant to Section 3.19 below:

(a) For the purchase of securities for the Fund but only (i)
in the case of securities (other than options on securities,
futures contracts and options on futures contracts), against the
delivery to Custodian (or any sub-custodian appointed pursuant to
this Agreement) of such securities registered as provided in
Section 3.21 below or in proper form for transfer or, if the
purchase of such securities is effected through a Book-Entry
System or Domestic Securities Depository, in accordance with the
conditions set forth in Section 3.10 above, and (ii) in the case
of options, futures contracts and options on futures contracts,
against delivery to Custodian (or such sub-custodian) of evidence
of title thereto in favor of the Fund, the Custodian, any such
sub-custodian, or any nominee referred to in Section 3.21 below;

(b) In connection with the conversion, exchange or
surrender, as set forth in Section 3.14(f) below, of securities
owned by the Fund;

(c) For transfer in accordance with the provisions of any
agreement among the Fund, Custodian and a securities
broker-dealer, relating to compliance with rules of The Options
Clearing Corporation and of any registered national securities
exchange (or of any similar organization or organizations)
regarding escrow or other arrangements in connection with
transactions of the Fund;

(d) For transfer in accordance with the provisions of any
agreement among the Fund, Custodian and a futures commission
merchant, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding margin or other
deposits in connection with transactions of the Fund;

(e) For the funding of any time deposit (whether
certificated or not) or other interest-bearing account with any
banking institution (including Custodian), provided that
Custodian shall receive and retain such certificate, advice,
receipt or other evidence of deposit (if any) as such banking
institution may deliver with respect to any such deposit or
account;

(f) For the purchase from a banking or other financial
institution of loan participations, but only if Custodian has in
its possession a copy of the agreement between the Fund and such
banking or other financial institution with respect to the
purchase of such loan participations and provided that Custodian
shall receive and retain such participation certificate or other
evidence of participation (if any) as such banking or other
financial institution may deliver with respect to any such loan
participation;

(g) For the purchase and/or sale of foreign currencies or of
options to purchase and/or sell foreign currencies, for spot or
future delivery, for the account of the Fund pursuant to
contracts between the Fund and any banking or other financial
institution (including Custodian, any sub-custodian appointed
pursuant to this Agreement and any affiliate of Custodian);

(h) For transfer to a securities broker-dealer as margin for
a short sale of securities for the Fund, or as payment in lieu of
dividends paid on securities sold short for the Fund;

(i) To the Fund's dividend disbursing agent, for the payment
as provided in Article IV below of (i) any dividends, capital
gain distributions or other distributions declared on the Shares,
and (ii) any payments due on or with respect to other securities
issued by the Fund;

(j) For the payment as provided in Article IV below of the
redemption price of Shares;

(k) For the payment of any expense or liability incurred by
the Fund, including but not limited to the following payments for
the account of the Fund: interest, taxes, and administration,
investment advisory, accounting, auditing, transfer agent,
custodian, trustee and legal fees, and other operating expenses
of the Fund; in all cases, whether or not such expenses are to be
in whole or in part capitalized or treated as deferred expenses;

(l) For the payment of any amounts due pursuant to the terms
of interest rate transactions entered into by the Fund, including
but not limited to swaps, caps, floors and collars; and

(m) For any other proper purpose, but only upon receipt of
Proper Instructions, specifying the amount and purpose of such
payment, certifying such purpose to be a proper purpose of the
Fund, and naming the person or persons to whom such payment is to
be made.

3.14 DELIVERIES FROM CUSTODY ACCOUNT. Upon receipt of Proper
Instructions but subject to its right to foreclose upon and
liquidate collateral pledged to it pursuant to Section 7.3 below,
Custodian shall release and deliver securities and other assets
from the Custody Account, but only in the following cases,
provided, first, that there are sufficient amounts and types of
securities or other assets in the Custody Account to make such
delivery, and, second, that after the making of such delivery,
the Fund would not be in violation of any margin or other
requirements agreed upon pursuant to Section 3.19 below:

(a) Upon the sale of securities for the account of the Fund
but, subject to Section 3.15 below, only against receipt of
payment therefor or, if such sale is effected through a
Book-Entry System or Domestic Securities Depository, in
accordance with the provisions of Section 3.10 above;

(b) To an offeror's depository agent in connection with
tender or other similar offers for securities of the Fund;
provided that, in any such case, the funds or other consideration
for such securities is to be delivered to Custodian;

(c) To the issuer thereof or its agent when such securities
are called, redeemed or otherwise become payable, provided that
in any such case the funds or other consideration for such
securities is to be delivered to Custodian;

(d) To the issuer thereof or its agent for exchange for a
different number of certificates or other evidence representing
the same aggregate face amount or number of units; provided that,
in any such case, the new securities are to be delivered to
Custodian;

(e) To the securities broker through whom securities are
being sold for the Fund, for examination in accordance with the
"street delivery" custom;

(f) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization or
readjustment of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or
pursuant to any deposit agreement, including surrender or receipt
of underlying securities in connection with the issuance or
cancellation of depository receipts; provided that, in any such
case, the new securities and funds, if any, are to be delivered
to Custodian;

(g) In the case of warrants, rights or similar securities,
to the issuer of such warrants, rights or similar securities, or
its agent, upon the exercise thereof, provided that, in any such
case, the new securities and funds, if any, are to be delivered
to Custodian;

(h) To the borrower thereof, or its agent, in connection
with any loans of such securities for the Fund pursuant to any
securities loan agreement entered into by the Fund, but only
against receipt by Custodian of such collateral as is required
under such securities loan agreement;

(i) To any lender, or its agent, as collateral for any
borrowings from such lender by the Fund that require a pledge of
assets of the Fund, but only against receipt by Custodian of the
amounts borrowed;

(j) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the
Fund or the Fund;

(k) For delivery in accordance with the provisions of any
agreement among the Fund, Custodian and a securities
broker-dealer, relating to compliance with the rules of The
Options Clearing Corporation and of any registered national
securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in
connection with transactions of the Fund;

(l) For delivery in accordance with the provisions of any
agreement among the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding margin or other
deposits in connection with transactions of the Fund;

(m) For delivery to a securities broker-dealer as margin for
a short sale of securities for the Fund;

(n) To the issuer of American Depositary Receipts or
International Depositary Receipts (hereinafter, collectively,
"ADRs") for such securities, or its agent, against a written
receipt therefor adequately describing such securities, provided
that such securities are delivered together with instructions to
issue ADRs in the name of Custodian or its nominee and to deliver
such ADRs to Custodian;

(o) In the case of ADRs, to the issuer thereof, or its
agent, against a written receipt therefor adequately describing
such ADRs, provided that such ADRs are delivered together with
instructions to deliver the securities underlying such ADRs to
Custodian or an agent of Custodian; or

(p) To the Fund's counterparty, or such counterparty's
agent, as collateral pursuant to the terms of interest rate
transactions entered into by the Fund, including but not limited
to swaps, caps, floors and collars; and

(q) For any other proper purpose, but only upon receipt of
Proper Instructions, specifying the securities or other assets to
be delivered, setting forth the purpose for which such delivery
is to be made, certifying such purpose to be a proper purpose of
the Fund, and naming the person or persons to whom delivery of
such securities or other assets is to be made.

3.15 DELIVERY PRIOR TO FINAL PAYMENT. When instructed by the
Fund to deliver securities against payment, Custodian shall be
entitled, but only if in accordance with generally accepted
market practice, to deliver such securities prior to actual
receipt of final payment therefor and, exclusively in the case of
securities in physical form, prior to receipt of payment
therefor. In any such case, the Fund shall bear the risk that
final payment for such securities may not be made or that such
securities may be returned or otherwise held or disposed of by or
through the person to whom they were delivered, and Custodian
shall have no liability for any of the foregoing.

3.16 CREDIT PRIOR TO FINAL PAYMENT. In its sole discretion
and from time to time, Custodian may credit the Custody Account,
prior to actual receipt of final payment thereof, with (a)
proceeds from the sale of securities which it has been instructed
to deliver against payment, (b) proceeds from the redemption of
securities or other assets in the Custody Account, and (c) income
from securities, funds or other assets in the Custody Account.
Any such credit shall be conditional upon actual receipt by
Custodian of final payment and may be reversed if final payment
is not actually received in full. Custodian may, in its sole
discretion and from time to time, permit the Fund to use funds so
credited to the Custody Account in anticipation of actual receipt
of final payment. Any funds so used shall constitute an advance
subject to Section 3.19 below.

3.17 DEFINITION OF FINAL PAYMENT. For purposes of this
Agreement, "final payment" means payment in funds which are (or
have become) immediately available, under applicable law are
irreversible, and are not subject to any security interest, levy,
lien or other encumbrance.

3.18 PAYMENTS AND DELIVERIES OUTSIDE UNITED STATES. Notwith-
standing anything to the contrary that may be required by Section
3.13 or Section 3.14 above, or elsewhere in this Agreement, in
the case of securities and other assets maintained outside the
United States and in the case of payments made outside the United
States, Custodian and any sub-custodian appointed pursuant to
this Agreement may receive and deliver such securities or other
assets, and may make such payments, in accordance with the laws,
regulations, customs, procedures and practices applicable in the
relevant local market outside the United States.

3.19 CLEARING CREDIT. Custodian may, in its sole discretion
and from time to time, advance funds to the Fund to facilitate
the settlement of the Fund's transactions in the Custody Account.
Any such advance (a) shall be repayable immediately upon demand
made by Custodian, (b) shall be fully secured as provided in
Section 7.3 below, and (c) shall bear interest at such rate, and
be subject to such other terms and conditions, as Custodian and
the Fund may agree.

3.20 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless
otherwise instructed by the Fund, Custodian shall with respect to
all securities and other assets held for the Fund:

(a) Subject to Section 6.4 below, receive into the Custody
Account any funds or other property, including payments of
principal, interest and dividends, due and payable on or on
account of such securities and other assets;

(b) Deliver securities of the Fund to the issuers of such
securities or their agents for the transfer thereof into the name
of the Fund, Custodian or any of the nominees referred to in
Section 3.21 below;

(d) Surrender interim receipts or securities in temporary
form for securities in definitive form;

(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income tax laws of
the United States, or the laws or regulations of any other taxing
authority, in connection with the transfer of such securities or
other assets or the receipt of income or other payments with
respect thereto;

(f) Receive and hold for the Fund all rights and similar
securities issued with respect to such securities or other
assets;

(g) As may be required in the execution of Proper
Instructions, transfer funds from the Custody Account to any
demand deposit account maintained by Custodian pursuant to
Section 3.8 above; and

(h) In general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase and
transfer of, and other dealings in, such securities and other
assets.

3.21 REGISTRATION AND TRANSFER OF SECURITIES. All
securities held for the Fund that are issuable only in bearer
form shall be held by Custodian in that form, provided that any
such securities shall be held in a Securities Depository or
Book-Entry System if eligible therefor. All other securities and
all other assets held for the Fund may be registered in the name
of (a) Custodian as agent, (b) any sub-custodian appointed
pursuant to this Agreement, (c) any Securities Depository, or (d)
any nominee or agent of any of them. The Fund shall furnish to
Custodian appropriate instruments to enable Custodian to hold or
deliver in proper form for transfer, or to register as in this
Section 3.21 provided, any securities or other assets delivered
to Custodian which are registered in the name of the Fund.

3.22 RECORDS. (a) Custodian shall maintain complete and
accurate records with respect to securities, funds and other
assets held for the Fund, including (i) journals or other records
of original entry containing an itemized daily record in detail
of all receipts and deliveries of securities and all receipts and
disbursements of funds; (ii) ledgers (or other records)
reflecting (A) securities in transfer, if any, (B) securities in
physical possession, (C) monies and securities borrowed and
monies and securities loaned (together with a record of the
collateral therefor and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends receivable and
interest accrued; and (iii) cancelled checks and bank records
related thereto. Custodian shall keep such other books and
records with respect to securities, funds and other assets of the
Fund which are held hereunder as the Fund may reasonably request.

(b) All such books and records maintained by Custodian shall
(i) be maintained in a form acceptable to the Fund and in
compliance with rules and regulations of the Securities and
Exchange Commission, (ii) be the property of the Fund and at all
times during the regular business hours of Custodian be made
available upon request for inspection by duly authorized
officers, employees or agents of the Fund and employees or agents
of the Securities and Exchange Commission, and (iii) if required
to be maintained under the 1940 Act, be preserved for the periods
prescribed therein.

3.23 ACCOUNT REPORTS BY CUSTODIAN. Custodian shall furnish
the Fund with a daily activity statement, including a summary of
all transfers to or from the Custody Account (in the case of
securities and other assets maintained in the United States, on
the day following such transfers). At least monthly and from time
to time, Custodian shall furnish the Fund with a detailed
statement of the securities, funds and other assets held for the
Fund under this Agreement.

3.24 OTHER REPORTS BY CUSTODIAN. Custodian shall provide the
Fund with such reports as the Fund may reasonably request from
time to time on the internal accounting controls and procedures
for safeguarding securities which are employed by Custodian or
any sub-custodian appointed pursuant to this Agreement.

3.25 PROXIES AND OTHER MATERIALS. (a) Unless otherwise
instructed by the Fund, Custodian shall promptly deliver to the
Fund all notices of meetings, proxies and proxy materials which it
receives regarding securities held in the Custody Account. Before
delivering them to the Fund, Custodian shall cause all proxies
relating to such securities which are not registered in the name
of the Fund to be promptly executed by the registered holder of
such securities, without indication of the manner in which such
proxies are to be voted. Unless otherwise instructed by the Fund,
neither Custodian nor any of its agents shall exercise any voting
rights with respect to securities held hereunder.

(b) Unless otherwise instructed by the Fund, Custodian shall
promptly transmit to the Fund all other written information
received by Custodian from issuers of securities held in the
Custody Account. With respect to tender or exchange offers for
such securities, Custodian shall promptly transmit to the Fund
all written information received by Custodian from the issuers of
the securities whose tender or exchange is sought and from the
party (or its agents) making the tender or exchange offer. If the
Fund desires to take action with respect to any tender offer,
exchange offer or other similar transaction, the Fund shall
notify Custodian (i) in the case of securities maintained outside
the United States, such number of Business Days prior to the date
on which Custodian is to take such action as will allow Custodian
to take such action in the relevant local market for such
securities in a timely fashion, and (ii) in the case of all other
securities, at least five Business Days prior to the date on
which Custodian is to take such action.

3.26 CO-OPERATION. Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by the
Fund to keep the books of account of the Fund and/or to compute
the value of the assets of the Fund.

ARTICLE IV
REDEMPTION OF FUND SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS

4.1 TRANSFER OF FUNDS. From such funds as may be available
for the purpose in the Custody Account, and upon receipt of
Proper Instructions specifying that the funds are required to
redeem Shares or to pay dividends or other distributions to
holders of Shares or to make payments due on or with respect to
other securities issued by the Fund, Custodian shall transfer to
the Fund's dividend disbursing agent each amount specified in
such Proper Instructions.

4.2 SOLE DUTY OF CUSTODIAN. Custodian's sole obligation with
respect to the redemption of Shares, the payment of dividends and
other distributions thereon and the payment of amounts due on or
with respect to other securities issued by the Fund shall be its
obligation set forth in Section 4.1 above, and Custodian shall
not be required to make any payments to the various holders from
time to time of Shares or of such other securities nor shall
Custodian be responsible for the payment or distribution by the
Fund, or the Fund's dividend disbursing agent, of any amount paid
by Custodian to the account of the Fund or such agent in
accordance with such Proper Instructions.

ARTICLE V
SEGREGATED ACCOUNTS

Upon receipt of Proper Instructions to do so, Custodian
shall establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts may be
transferred funds and/or securities, including securities
maintained in a Securities Depository:

(a) in accordance with the provisions of any agreement among
the Fund, Custodian and a securities broker-dealer (or any
futures commission merchant), relating to compliance with the
rules of The Options Clearing Corporation or of any registered
national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions of the Fund,

(b) for purposes of segregating funds or securities in
connection (i) with securities options purchased or written by
the Fund or in connection with financial futures contracts (or
options thereon) purchased or sold by the Fund, or (ii) interest
rate transactions entered into by the Fund,

(d) for purposes of compliance by the Fund with requirements
under the 1940 Act for the maintenance of segregated accounts by
registered management investment companies in connection with
reverse repurchase agreements, when-issued, delayed delivery and
firm commitment transactions, and short sales of securities, and

(e) for other proper purposes, but only upon receipt of
Proper Instructions, specifying the purpose or purposes of such
segregated account and certifying such purposes to be proper
purposes of the Fund.

ARTICLE VI
CONCERNING THE CUSTODIAN

6.1 STANDARD OF CARE. Custodian shall be held to the
exercise of reasonable care in carrying out its obligations under
this Agreement, and shall be without liability to the Fund or the
Fund for any loss, damage, cost, expense (including attorneys'
fees and disbursements), liability or claim which does not arise
from willful misfeasance, bad faith or negligence on the part of
Custodian. Custodian shall be entitled to rely on and may act
upon advice of counsel in all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to
such advice. In no event shall Custodian be liable for special,
incidental or consequential damages, even if Custodian has been
advised of the possibility of such damages, or be liable in any
manner whatsoever for any action taken or omitted upon
instructions from the Fund or any agent of the Fund.

6.2 ACTUAL COLLECTION REQUIRED. Custodian shall not be
liable for, or considered to be the custodian of, any funds
belonging to the Fund or any money represented by a check, draft
or other instrument for the payment of money, until Custodian or
its agents actually receive such funds or collect on such
instrument.

6.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the
extent that it is in the exercise of reasonable care, Custodian
shall not be responsible for the title, validity or genuineness
of any assets or evidence of title thereto received or delivered
by it or its agents.

6.4 LIMITATION ON DUTY TO COLLECT. Custodian shall promptly
notify the Fund whenever any money or property due and payable
from or on account of any securities or other assets held
hereunder for the Fund is not timely received by it. Custodian
shall not, however, be required to enforce collection, by legal
means or otherwise, of any such money or other property not paid
when due, but shall receive the proceeds of such collections as
may be effected by it or its agents in the ordinary course of
Custodian's custody and safekeeping business or of the custody
and safekeeping business of such agents.

6.5 EXPRESS DUTIES ONLY. Custodian shall have no duties or
obligations whatsoever except such duties and obligations as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against Custodian.
Custodian shall have no discretion whatsoever with respect to the
management, disposition or investment of the Custody Account and
is not a fiduciary to the Fund or the Fund. In particular,
Custodian shall not be under any obligation at any time to
monitor or to take any other action with respect to compliance by
the Fund or the Fund with the 1940 Act, the provisions of the
Fund's charter documents or by-laws, or the Fund's investment
objectives, policies and limitations as in effect from time to
time.

ARTICLE VII
INDEMNIFICATION

7.1 INDEMNIFICATION. The Fund shall indemnify and hold
harmless Custodian, any sub-custodian appointed pursuant to this
Agreement and any nominee of any of them, from and against any
loss, damages, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation,
liability arising under the Securities Act of 1933, the
Securities Exchange Act of 1934, the 1940 Act, and any federal,
state or foreign securities and/or banking laws) or claim arising
directly or indirectly (a) from the fact that securities or other
assets in the Custody Account are registered in the name of any
such nominee, or (b) from any action or inaction by Custodian or
such sub-custodian or nominee (i) at the request or direction of
or in reliance on the advice of the Fund or any of its agents, or
(ii) upon Proper Instructions, or (c) generally, from the
performance of its obligations under this Agreement, provided
that Custodian, any such sub-custodian or any nominee of any of
them shall not be indemnified and held harmless from and against
any such loss, damage, cost, expense, liability or claim arising
from willful misfeasance, bad faith or negligence on the part of
Custodian or any such sub-custodian or nominee.

7.2 INDEMNITY TO BE PROVIDED. If the Fund requests Custodian
to take any action with respect to securities or other assets of
the Fund, which may, in the opinion of Custodian, result in
Custodian or its nominee becoming liable for the payment of money
or incurring liability of some other form, Custodian shall not be
required to take such action until the Fund shall have provided
indemnity therefor to Custodian in an amount and form
satisfactory to Custodian.

7.3 SECURITY. As security for the payment of any present or
future obligation or liability of any kind which the Fund may
have to Custodian with respect to or in connection with the
Custody Account or this Agreement, the Fund hereby pledges to
Custodian all securities, funds and other assets of every kind
which are in the Custody Account or otherwise held for the Fund
pursuant to this Agreement, and hereby grants to Custodian a
lien, right of set-off and continuing security interest in such
securities, funds and other assets.

ARTICLE VIII
FORCE MAJEURE

Custodian shall not be liable for any failure or delay in
performance of its obligations under this Agreement arising out
of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation, acts of God;
earthquakes; fires; floods; wars; civil or military disturbances;
sabotage; strikes; epidemics; riots; power failures; computer
failure and any such circumstances beyond its reasonable control
as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone
communication service; accidents; labor disputes; acts of civil
or military authority; actions by any governmental authority, de
jure or de facto; or inability to obtain labor, material,
equipment or transportation.

ARTICLE IX
REPRESENTATIONS AND WARRANTIES

9.1 REPRESENTATIONS OF THE FUND. The Fund represents and
warrants that (a) it has all necessary power and authority to
perform its obligations hereunder, (b) the execution and delivery
by it of this Agreement, and the performance by it of its
obligations hereunder, have been duly authorized by all necessary
action and will not violate any law, regulation, charter, by-law,
or other instrument, restriction or provision applicable to it or
by which it, or its assets, may be bound, and (c) this Agreement
constitutes a legal, valid and binding obligation of the Fund,
enforceable against it in accordance with its terms.

9.2 REPRESENTATIONS OF CUSTODIAN. Custodian represents and
warrants that (a) it has all necessary power and authority to
perform its obligations hereunder, (b) the execution and delivery
by it of this Agreement, and the performance by it of its
obligations hereunder, have been duly authorized by all necessary
action and will not violate any law, regulation, charter, by-law,
or other instrument, restriction or provision applicable to it or
by which it or its assets may be bound, and (c) this Agreement
constitutes a legal, valid and binding obligation of it,
enforceable against it in accordance with its terms.

ARTICLE X
COMPENSATION OF CUSTODIAN

The Fund shall pay Custodian such fees and charges as are
set forth in Exhibit C hereto, as such Exhibit C may from time to
time be revised by Custodian upon 14 days' prior written notice
to the Fund. Any annual fee payable by the Fund shall be
calculated on the basis of the total market value of the assets
in the Custody Account as determined on the last Business Day of
the month for which such fee is charged; and such fee, and any
transaction charges payable by the Fund, shall be paid monthly by
automatic deduction from the Custody Account. Out-of-pocket
expenses incurred by Custodian in the performance of its services
hereunder, and all other proper charges and disbursements of the
Custody Account, shall be charged to the Custody Account by
Custodian and paid therefrom.

ARTICLE XI
TAXES

11.1 TAXES PAYABLE BY THE FUND. Any and all taxes, including
any interest and penalties with respect thereto, which may be
levied or assessed under present or future laws or in respect of
the Custody Account or any income thereof shall be charged to the
Custody Account by Custodian and paid therefrom.

11.2 TAX RECLAIMS. Upon the written request of the Fund,
Custodian shall exercise, on behalf of the Fund, any tax reclaim
rights of the Fund which arise in connection with foreign
securities in the Custody Account.

ARTICLE XII
AUTHORIZED PERSONS; NOTICES

12.1 AUTHORIZED PERSONS. Custodian may rely upon and act in
accordance with any notice, confirmation, instruction or other
communication received by it from the Fund which is reasonably
believed by Custodian to have been given or signed on behalf of
the Fund by one of the Authorized Persons designated by the Fund
in Exhibit A hereto, as it may from time to time be revised. The
Fund may revise Exhibit A hereto at any time by notice in writing
to Custodian given in accordance with Section 12.4 below, but no
revision of Exhibit A hereto shall be effective until Custodian
actually receives such notice.

12.2 INVESTMENT ADVISERS. Custodian may also act in
accordance with any Written or Oral Instructions which are
reasonably believed by Custodian to have been given or signed by
one of the persons designated from time to time by any of the
investment advisers of the Fund specified in Exhibit B hereto (if
any) as it may from time to time be revised. The Fund may revise
Exhibit B hereto at any time by notice in writing to Custodian
given in accordance with Section 12.4 below, and each investment
adviser specified in Exhibit B hereto (if any) may at any time by
like notice designate an Authorized Person or remove an
Authorized Person previously designated by it, but no revision of
Exhibit B hereto (if any) and no designation or removal by such
investment adviser shall be effective until Custodian actually
receives such notice.

12.3 ORAL INSTRUCTIONS. Custodian may rely upon and act in
accordance with Oral Instructions. All Oral Instructions shall be
confirmed to Custodian in Written Instructions. However, if
Written Instructions confirming Oral Instructions are not
received by Custodian prior to a transaction, it shall in no way
affect the validity of the transaction authorized by such Oral
Instructions or the authorization given by an Authorized Person
to effect such transaction. Custodian shall incur no liability to
the Fund or the Fund in acting upon Oral Instructions. To the
extent such Oral Instructions vary from any confirming Written
Instructions, Custodian shall advise the Fund of such variance
but unless confirming Written Instructions are timely received,
such Oral Instructions shall govern.

12.4 ADDRESSES FOR NOTICES. Unless otherwise specified
herein, all demands, notices, instructions, and other
communications to be given hereunder shall be sent, delivered or
given to the recipient at the address, or the relevant telephone
number, set forth after its name hereinbelow:

IF TO THE FUND:

Managed Income Securities Plus Fund, Inc.
245 Park Avenue
New York, NY 10167
Attention: Frank J. Maresca
Telephone: (212) 272-2093
Facsimile: (212) 272-3098

IF TO CUSTODIAN:

Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540-6231
Attention: Vice President - Trust Operations
Telephone: (609) 951-2320
Facsimile: (609) 951-2327

or at such other address as either party hereto shall have
provided to the other by notice given in accordance with this
Section 12.4. Writing shall include transmissions by or through
teletype, facsimile, central processing unit connection, on-line
terminal and magnetic tape.

12.5 REMOTE CLEARANCE. Written Instructions for the receipt,
delivery or transfer of securities may include, and Custodian
shall accept, Remote Clearance Instructions (as defined
hereinbelow) and Bulk Input Instructions (as defined
hereinbelow), provided that such Instructions are given in
accordance with the procedures prescribed by Custodian from time
to time as to content of instructions and their manner and
timeliness of delivery by Customer. Custodian shall be entitled
to conclusively assume that all Remote Clearance Instructions and
Bulk Input Instructions have been given by an Authorized Person,
and Custodian is hereby irrevocably authorized to act in
accordance therewith. For purposes of this Agreement, "Remote
Clearance Instructions" means instructions that are input
directly via a remote terminal which is located on the premises
of the Fund, or of an investment adviser named in Exhibit B
hereto, and linked to Custodian; and "Bulk Input Instructions"
means instructions that are input by bulk input computer tape
delivered to Custodian by messenger or transmitted to it via such
transmission mechanism as the Fund and Custodian shall from time
to time agree upon.

ARTICLE XIII
TERMINATION

Either party hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of
such termination, which shall be not less than sixty (60) days
after the date of the giving of such notice. Upon the date set
forth in such notice this Agreement shall terminate, and
Custodian shall, upon receipt of a notice of acceptance by the
successor custodian, on that date (a) deliver directly to the
successor custodian or its agents all securities (other than
securities held in a Book-Entry System or Securities Depository)
and other assets then owned by the Fund and held by Custodian as
custodian, and (b) transfer any securities held in a Book-Entry
System or Securities Depository to an account of or for the
benefit of the Fund, provided that the Fund shall have paid to
Custodian all fees, expenses and other amounts to the payment or
reimbursement of which it shall then be entitled.

ARTICLE XIV
MISCELLANEOUS

14.1 BUSINESS DAYS. Nothing contained in this Agreement
shall require Custodian to perform any function or duty on a day
other than a Business Day.

14.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to the conflict of law principles thereof.

14.3 REFERENCES TO CUSTODIAN. The Fund shall not circulate
any printed matter which contains any reference to Custodian
without the prior written approval of Custodian, excepting
printed matter contained in the prospectus or statement of
additional information for the Fund and such other printed matter
as merely identifies Custodian as custodian for the Fund. The
Fund shall submit printed matter requiring approval to Custodian
in draft form, allowing sufficient time for review by Custodian
and its counsel prior to any deadline for printing.

14.4 NO WAIVER. No failure by either party hereto to
exercise, and no delay by such party in exercising, any right
hereunder shall operate as a waiver thereof. The exercise by
either party hereto of any right hereunder shall not preclude the
exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or
in equity.

14.5 AMENDMENTS. This Agreement cannot be changed orally and
no amendment to this Agreement shall be effective unless
evidenced by an instrument in writing executed by the parties
hereto.

14.6 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and by the parties hereto on separate
counterparts, each of which shall be deemed an original but all
of which together shall constitute but one and the same
instrument.

14.7 SEVERABILITY. If any provision of this Agreement shall
be invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the
remaining provisions shall not be affected or impaired thereby.

14.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party hereto
without the written consent of the other party. Any purported
assignment in violation of this Section 14.8 shall be void.

14.9 JURISDICTION. Any suit, action or proceeding with
respect to this Agreement may be brought in the Supreme Court of
the State of New York, County of New York, or in the United
States District Court for the Southern District of New York, and
the parties hereto hereby submit to the non-exclusive
jurisdiction of such courts for the purpose of any such suit,
action or proceeding, and hereby waive for such purpose any other
preferential jurisdiction by reason of their present or future
domicile or otherwise.

14.10 HEADINGS. The headings of sections in this Agreement
are for convenience of reference only and shall not affect the
meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its representative thereunto duly authorized, all as of the day
and year first above written.

MANAGED INCOME SECURITIES CUSTODIAL TRUST COMPANY
PLUS FUND, INC.

By: /s/ Frank J. Maresca By: /s/ Ronald D. Watson
---------------------- ----------------------
Name: Frank J. Maresca Name: Ronald D. Watson
Title: Vice President and Treasurer Title: President

EXHIBIT A
AUTHORIZED PERSONS

Set forth below are the names and specimen signatures of the
persons authorized by the Fund to administer the Custody Account
of the Fund.

NAME SIGNATURE

----------------------------- -------------------------------

EXHIBIT B

INVESTMENT ADVISERS

-- Bear Stearns Fund Management Inc.

EXHIBIT C

CUSTODY FEES AND TRANSACTION CHARGES

All fees and charges set forth in this Exhibit C shall be
calculated and paid in the manner provided in Article X above.

DOMESTIC FEES. The Fund shall pay Custodian the following
fees for assets maintained in the United States ("Domestic
Assets") and charges for transactions in the United States, all
such fees and charges to be payable monthly:

(1) an annual fee of the greater of 0.01% (one basis point)
per annum of the value of the Domestic Assets in the Custody
Account or $6,000;

(2) a transaction charge of $15 for each receive or deliver
of book-entry securities into or from the Custody Account;

(3) a transaction charge of $25 for each receive or deliver
into or from the Custody Account of securities in physical form;

(4) a charge of $10 for each "free" transfer of funds from
the Custody Account; and

(5) a service charge for each holding of securities or other
assets sold by way of private placement or in such other manner
as to require services by Custodian which in its reasonable
judgment are materially in excess of those ordinarily required
for the holding of publicly traded securities in the United
States.

INTERNATIONAL FEES. The Fund shall pay Custodian fees for
assets maintained outside the United States ("Foreign Assets")
and charges for transactions outside the United States
(including, without limitation, charges for funds transfers and
tax reclaims) in accordance with such schedule of fees and
charges for each country in which Foreign Assets are held as
Custodian shall from time to time provide to the Fund. Any asset-
based fee shall be based upon the total market value of the
applicable Foreign Assets as determined on the last Business Day
of the month for which such fee is charged.

EXHIBIT D

APPROVED FOREIGN SUB-CUSTODIANS AND SECURITIES DEPOSITORIES

Foreign Sub-custodian Country(ies) Securities Depositories
--------------------- ------------ -----------------------

beardive.tra

TRANSFER AGENCY SERVICES AGREEMENT

THIS AGREEMENT is made as of February 4, 1997 by and between
PFPC INC., a Delaware corporation ("PFPC"), and Managed Income
Securities Plus Fund, Inc. a Delaware corporation (the
"Company").

W I T N E S S E T H:

WHEREAS, the Company is registered as a closed-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and

WHEREAS, the Company wishes to retain PFPC to serve as
transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent, and PFPC wishes to furnish such
services.

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:

1. DEFINITIONS. AS USED IN THIS AGREEMENT:

(a) "1933 Act" means the Securities Act of 1933, as
amended.

(b) "1934 Act" means the Securities Exchange Act of
1934, as amended.

(c) "Authorized Person" means any officer of the
Company and any other person duly authorized by the Company's
Board of Directors to give Oral Instructions and Written
Instructions on behalf of the Company and listed on the
Authorized Persons Appendix attached hereto and made a part
hereof or any amendment thereto as may be received by PFPC. An
Authorized Person's scope of authority may be limited by the
Company by setting forth such limitation in the Authorized
Persons Appendix.

(d) "CEA" means the Commodities Exchange Act, as
amended.

(e) "Oral Instructions" mean oral instructions
received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.

(f) "SEC" means the Securities and Exchange
Commission.

(g) "Securities Laws" mean the 1933 Act, the 1934 Act,
the 1940 Act and the CEA.

(h) "Shares" mean the shares of beneficial interest
of any series or class of the Company.

(i) "Written Instructions" mean written instructions
signed by an Authorized Person and received by PFPC. The
instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.

2. APPOINTMENT. The Company hereby appoints PFPC to serve
as transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to the Company in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.

3. DELIVERY OF DOCUMENTS. The Company has provided or,
where applicable, will provide PFPC with the following:

(a) Certified or authenticated copies of the
resolutions of the Company's Board of
Directors, approving the appointment of PFPC
or its affiliates to provide services to the
Company and approving this Agreement;

(b) A copy of the Company's most recent effective
offering memorandum;

(d) A copy of the distribution agreement with
respect to each class of Shares of the
Company;

(e) A copy of any administration agreements if
PFPC is not providing the Company with such
services;

(f) Copies of any shareholder servicing
agreements made in respect of the Company;
and

(g) Copies (certified or authenticated where
applicable) of any and all amendments or
supplements to the foregoing.

4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes
to comply with all applicable requirements of the Securities Laws
and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC
assumes no responsibility for such compliance by the Company or
any of its investment portfolios.

5. INSTRUCTIONS.

(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral Instructions and Written Instructions.

(b) PFPC shall be entitled to rely upon any Oral
Instructions and Written Instructions it receives from an
Authorized Person (or from a person reasonably believed by PFPC
to be an Authorized Person) pursuant to this Agreement. PFPC may
assume that any Oral Instruction or Written Instruction received
hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote,
resolution or proceeding of the Company's Board of Directors or
of the Company's shareholders, unless and until PFPC receives
Written Instructions to the contrary.

(c) The Company agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC 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 PFPC shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral
Instructions or Written Instructions reasonably appear to have
been received from an Authorized Person, PFPC shall incur no
liability to the Company in acting upon such Oral Instructions or
Written Instructions provided that PFPC's actions comply with the
other provisions of this Agreement.

6. RIGHT TO RECEIVE ADVICE.

(a) Advice of the Company. If PFPC is in doubt as to
any action it should or should not take, PFPC may request
directions or advice, including Oral Instructions or Written
Instructions, from the Company.

(b) Advice of Counsel. If PFPC shall be in doubt as
to any question of law pertaining to any action it should or
should not take, PFPC may request advice at its own cost from
such counsel of its own choosing (who may be counsel for the
Company, the Company's investment adviser or PFPC, at the option
of PFPC).
(c) Conflicting Advice. In the event of a conflict
between directions, advice or Oral Instructions or Written
Instructions PFPC receives from the Company, and the advice it
receives from counsel, PFPC may rely upon and follow the advice
of counsel. In the event PFPC so relies on the advice of
counsel, PFPC remains liable for any action or omission on the
part of PFPC which constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard by PFPC of any duties,
obligations or responsibilities set forth in this Agreement.

(d) Protection of PFPC. PFPC shall be protected in
any action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it receives
from the Company or from counsel and which PFPC believes, in good
faith, to be consistent with those directions, advice or Oral
Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to
seek such directions, advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral Instructions or Written Instructions unless, under
the terms of other provisions of this Agreement, the same is a
condition of PFPC's properly taking or not taking such action.
Nothing in this subsection shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this
Agreement.

7. RECORDS; VISITS. The books and records pertaining to
the Company, which are in the possession or under the control of
PFPC, shall be the property of the Company. Such books and
records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations.
The Company and Authorized Persons shall have access to such
books and records at all times during PFPC's normal business
hours. Upon the reasonable request of the Company, copies of any
such books and records shall be provided by PFPC to the Company
or to an Authorized Person, at the Company's expense.

8. CONFIDENTIALITY. PFPC agrees to keep confidential all
records of the Company and information relating to the Company
and its shareholders, unless the release of such records or
information is otherwise consented to, in writing, by the
Company. The Company agrees that such consent shall not be
unreasonably withheld and may not be withheld where PFPC may be
exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly
constituted authorities.

9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate
with the Company's independent public accountants and shall take
all reasonable actions 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 Company.

10. DISASTER RECOVERY. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC
shall, at no additional expense to the Company, take reasonable
steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.

11. COMPENSATION. As compensation for services rendered by
PFPC during the term of this Agreement, the Company will pay to
PFPC a fee or fees as may be agreed to from time to time in
writing by the Company and PFPC.

12. INDEMNIFICATION. The Company agrees to indemnify and
hold harmless PFPC and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities 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 or omission to act which PFPC takes (i) at the request or
on the direction of or in reliance on the advice of the Company
or (ii) upon Oral Instructions or Written Instructions. Neither
PFPC, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) arising
out of PFPC's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement.

13. RESPONSIBILITY OF PFPC.

(a) PFPC shall be under no duty to take any action on
behalf of the Company except as specifically set forth herein or
as may be specifically agreed to by PFPC in writing. PFPC 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
efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be liable for any
damages arising out of PFPC's failure to perform its duties under
this Agreement to the extent such damages arise out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.

(b) Without limiting the generality of the foregoing
or of any other provision of this Agreement, (i) PFPC, shall not
be liable for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above;
and (ii) PFPC 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 Instruction
or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil
or military authority, national emergencies, labor difficulties,
fire, flood, catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply.

(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC nor its affiliates shall be liable to the
Company for any consequential, special or indirect losses or
damages which the Company may incur or suffer by or as a
consequence of PFPC's or its affiliates' performance of the
services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC or its affiliates.

14. DESCRIPTION OF SERVICES.

(a) Services Provided on an Ongoing Basis, If
Applicable.

(i) Maintain proper shareholder registrations;

(ii) Countersign share certificates;

(iii) Provide toll-free lines for direct
shareholder use, plus customer liaison staff
for on-line inquiry response;

(iv) Provide periodic shareholder lists and
statistics to the clients;

(v) Prepare periodic mailing of year-end tax and
statement information; and

(vi) Notify on a timely basis the investment
adviser, accounting agent, and custodian of
fund activity.

(b) Services Provided by PFPC Under Oral Instructions
or Written Instructions.

(i) Pay dividends and other distributions;

(ii) Issue and cancel certificates (when requested
in writing by the shareholder).

(c) Purchase of Shares. PFPC shall issue and credit
an account of an investor, in the manner described in the
Company's prospectus, once it receives:

(i) A purchase order;

(ii) Proper information to establish a shareholder
account; and

(iii) Confirmation of receipt or crediting of funds
for such order to the Company's custodian.

(d) Cancellation and Reissuance of Shares. Upon
receipt of appropriate notification of cancellation and
reissuance, PFPC shall cancel, reissue and credit the account of
the investor or other recordholder with shares in accordance with
standard industry practice.

(e) Dividends and Distributions. Upon receipt of a
resolution of the Company's Board of Directors authorizing the
declaration and payment of dividends and distributions, PFPC
shall issue dividends and distributions declared by the Company
in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Company's
prospectus. Such issuance or payment, as well as payments upon
redemption as described above, shall be made after deduction and
payment of the required amount of funds to be withheld in
accordance with any applicable tax laws or other laws, rules or
regulations. PFPC shall mail to the Company's shareholders such
tax forms and other information, or permissible substitute
notice, relating to dividends and distributions paid by the
Company as are required to be filed and mailed by applicable law,
rule or regulation.

PFPC shall prepare, maintain and file with the IRS and
other appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Company to its
shareholders as required by tax or other law, rule or regulation.

(f) Communications to Shareholders. Upon timely
Written Instructions, PFPC shall mail all communications by the
Company to its shareholders, including:

(i) Reports to shareholders;

(ii) Confirmations of purchases and sales of
Company shares;

(iii) Quarterly statements;

(iv) Dividend and distribution notices; and

(v) Tax form information.

(g) Records. PFPC shall maintain records of the

accounts for each shareholder showing the following information:

(i) Name, address and United States Tax
Identification or Social Security number;

(ii) Number and class of Shares held and number
and class of Shares for which certificates,
if any, have been issued, including
certificate numbers and denominations;

(iii) Historical information regarding the account
of each shareholder, including dividends and
distributions paid and the date and price for
all transactions on a shareholder's account;

(iv) Any stop or restraining order placed against
a shareholder's account;

(v) Any correspondence relating to the current
maintenance of a shareholder's account;

(vi) Information with respect to withholdings; and

(vii) Any information required in order for the
transfer agent to perform any calculations
contemplated or required by this Agreement.

(h) Lost or Stolen Certificates. PFPC shall place a
stop notice against any certificate reported to be lost or stolen
and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation. A new
certificate shall be registered and issued only upon:

(i) The shareholder's pledge of a lost instrument
bond or such other appropriate indemnity bond
issued by a surety company approved by PFPC;
and

(ii) Completion of a release and indemnification
agreement signed by the shareholder to protect
PFPC and its affiliates.

(i) Shareholder Inspection of Stock Records. Upon a
request from any Company shareholder to inspect stock records,
PFPC will notify the Company and the Company will issue
instructions granting or denying each such request. Unless PFPC
has acted contrary to the Company's instructions, the Company
agrees and does hereby, release PFPC from any liability for
refusal of permission for a particular shareholder to inspect the
Company's stock records.

(j) Withdrawal of Shares and Cancellation of
Certificates.

Upon receipt of Written Instructions, PFPC shall cancel
outstanding certificates surrendered by the Company to reduce the
total amount of outstanding shares by the number of shares
surrendered by the Company.

15. DURATION AND TERMINATION. This Agreement shall
continue until terminated by the Company or by PFPC on sixty (60)
days' prior written notice to the other party.

16. NOTICES. All notices and other communications,
including Written Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809; (b) if to the Company, at
, Attn: or (c) if to
neither of the foregoing, at such other address as shall have
been given by like notice to the sender of any such notice or
other communication by the other party. 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
three 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 thereof, 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; ASSIGNMENT. PFPC 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) PFPC gives the Company thirty (30) days'
prior written notice; (ii) the delegate (or assignee) agrees with
PFPC and the Company to comply with all relevant provisions of
the 1940 Act; and (iii) PFPC and such delegate (or assignee)
promptly provide such information as the Company may request, and
respond to such questions as the Company may ask, relative to the
delegation (or assignment), including (without limitation) the
capabilities of the delegate (or assignee).

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.

(a) Entire Agreement. 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 Oral Instructions.

(b) Captions. 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.

(c) Governing Law. This Agreement shall be deemed to
be a contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.

(d) Partial Invalidity. 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.

(e) Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

(f) Facsimile Signatures. The facsimile signature of
any party to this Agreement shall constitute the valid and
binding execution hereof by such party.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PFPC INC.

By: /s/ George Gainer
---------------------------

Title: Executive Vice President

Managed Income Securities Plus
Fund, Inc.

By: /s/ Vincent L. Pereira
-------------------------

Title: Vice President

AUTHORIZED PERSONS APPENDIX

NAME (TYPE) SIGNATURE

----------------------- -----------------------

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made as of February 4, 1997 by and between
Bear Stearns Funds Management Inc., a Delaware corporation ("Bear
Stearns"), and PFPC, Inc., a Delaware corporation ("PFPC"),
which is an indirect wholly owned subsidiary of PNC Bank Corp.

W I T N E S S E T H :

WHEREAS, Managed Income Securities Plus Fund, Inc. (the
"Company") is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act");

WHEREAS, Bear Stearns has entered into an Administration
Agreement dated February 4, 1997 with the Company (the
"Administration Agreement"), concerning provisions of
administrative services to the Company; and

WHEREAS, Bear Stearns wishes to retain PFPC to provide sub-
administration and accounting services, and PFPC wishes to
furnish such services.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, and intending to be legally
bound hereby the parties hereto agree as follows:

1. DEFINITIONS. AS USED IN THIS AGREEMENT:

(a) "1933 Act" means the Securities Act of 1933, as
amended.

(b) "1934 Act" means the Securities Exchange Act of
1934, as amended.

(d) "CEA" means the Commodities Exchange Act, as
amended.

(e) "Oral Instructions" mean oral instructions
received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.

(f) "SEC" means the Securities and Exchange
Commission.

(g) "Securities Laws" means the 1933 Act, the 1934
Act, the 1940 Act and the CEA.

(h) "Shares" mean the shares of beneficial interest
of any series or class of the Company.

2. APPOINTMENT. Bear Stearns hereby appoints PFPC to
provide sub-administration and accounting services to the
Company, in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish
such services.

3. DELIVERY OF DOCUMENTS. The Company has provided or,
where applicable, will provide PFPC with the following:

(a) certified or authenticated copies of the
resolutions of the Company's Board of Directors,
approving the appointment of PFPC or its
affiliates to provide services to the Company and
approving this Agreement;

(b) a copy of the Company's most recent effective
offering memorandum;

(d) a copy of any additional administration agreement
with respect to the Company;

(e) a copy of any shareholder servicing agreement
made in respect of the Company; and

(f) copies (certified or authenticated, where
applicable) of any and all amendments or
supplements to the foregoing.

4. COMPLIANCE WITH RULES AND REGULATIONS.

PFPC undertakes to comply with all applicable requirements
of the Securities Laws, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such
compliance by the Company.

5. INSTRUCTIONS.

(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral Instructions and Written Instructions.

(c) The Company agrees to forward to PFPC Written
Instructions confirming Oral Instructions (except where such Oral
Instructions are given by PFPC or its affiliates) so that PFPC
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 PFPC
shall in no way invalidate the transactions or enforceability of
the transactions authorized by the Oral Instructions. Where Oral
Instructions or Written Instructions reasonably appear to have
been received from an Authorized Person, PFPC shall incur no
liability to Bear Stearns or the Company in acting upon such Oral
Instructions or Written Instructions provided that PFPC's actions
comply with the other provisions of this Agreement.

6. RIGHT TO RECEIVE ADVICE.

(c) Conflicting Advice. In the event of a conflict
between directions, advice or Oral Instructions or Written
Instructions PFPC receives from the Company and the advice PFPC
receives from counsel, PFPC may rely upon and follow the advice
of counsel. In the event PFPC so relies on the advice of
counsel, PFPC remains liable for any action or omission on the
part of PFPC which constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard by PFPC of any duties,
obligations or responsibilities set forth in this Agreement.

(d) Protection of PFPC. PFPC shall be protected in
any action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it receives
from the Company or from counsel and which PFPC believes, in good
faith, to be consistent with those directions, advice and Oral
Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to
seek such directions, advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral Instructions or Written Instructions unless, under
the terms of other provisions of this Agreement, the same is a
condition of PFPC's properly taking or not taking such action.
Nothing in this subsection shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this
Agreement.

7. RECORDS; VISITS.

(a) The books and records pertaining to the Company
which are in the possession or under the control of PFPC shall be
the property of the Company. Such books and records shall be
prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Company
and Authorized Persons shall have access to such books and
records at all times during PFPC's normal business hours. Upon
the reasonable request of the Company, copies of any such books
and records shall be provided by PFPC to the Company or to an
Authorized Person, at the Company's expense.

(b) PFPC shall keep the following records:

(i) all books and records with respect to each
Portfolio's books of account;

(ii) records of the Company's securities
transactions; and

(iii) all other books and records as PFPC is
required to maintain pursuant to Rule 31a-1
of the 1940 Act in connection with the
services provided hereunder.

9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison
with the Company's independent public accountants and shall
provide account analyses, fiscal year summaries, and other
audit-related schedules with respect to the Company. PFPC shall
take all reasonable action in the performance of its duties under
this Agreement to assure that the necessary information is made
available to such accountants for the expression of their
opinion, as required by the Company.

10. DISASTER RECOVERY. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC
shall, at no additional expense to Bear Stearns, take reasonable
steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.

11. COMPENSATION. As compensation for services rendered by
PFPC during the term of this Agreement, Bear Stearns will pay to
PFPC a fee or fees as may be agreed to in writing by Bear Stearns
and PFPC.

12. INDEMNIFICATION. Bear Stearns, on behalf of the
Company, agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims
and liabilities (including, without limitation, liabilities
arising under the Securities Laws and any state or 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 or
omission to act which PFPC takes (i) at the request or on the
direction of or in reliance on the advice of Bear Stearns or the
Company or (ii) upon Oral Instructions or Written Instructions.
Neither PFPC, nor any of its affiliates', shall be indemnified
against any liability (or any expenses incident to such
liability) arising out of PFPC's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under this Agreement.

13. RESPONSIBILITY OF PFPC.

(a) PFPC shall be under no duty to take any action on
behalf of Bear Stearns or the Company except as specifically set
forth herein or as may be specifically agreed to by PFPC in
writing. PFPC 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 efforts, within reasonable limits, in
performing services provided for under this Agreement. PFPC
shall be liable for any damages arising out of PFPC's failure to
perform its duties under this Agreement to the extent such
damages arise out of PFPC's willful misfeasance, bad faith, gross
negligence or reckless disregard of such duties.

(b) Without limiting the generality of the foregoing
or of any other provision of this Agreement, (i) PFPC shall not
be liable for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above;
and (ii) PFPC shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction
or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil or
military authority, national emergencies, labor difficulties,
fire, flood, catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power
supply.

(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC nor its affiliates shall be liable to Bear
Stearns or the Company for any consequential, special or indirect
losses or damages which Bear Stearns or the Company may incur or
suffer by or as a consequence of PFPC's or any affiliates'
performance of the services provided hereunder, whether or not
the likelihood of such losses or damages was known by PFPC or its
affiliates.

14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS
BASIS.

PFPC will perform the following accounting services if
required:
(i) Journalize investment, capital share and
income and expense activities;

(ii) Verify investment buy/sell trade tickets when
received from the Company s investment
adviser (the "Adviser") and transmit trades
to the Company's custodian (the "Custodian")
for proper settlement;

(iii) Maintain individual ledgers for investment
securities;

(iv) Maintain historical tax lots for each
security;

(v) Reconcile cash and investment balances of the
Company with the Custodian, and provide the
Adviser with the beginning cash balance
available for investment purposes;

(vi) Update the cash availability as required by
the Adviser;

(vii) Post to and prepare the Statement of Assets
and Liabilities and the Statement of
Operations;

(viii) Calculate various contractual expenses
(e.g., advisory and custody fees);

(ix) Monitor the expense accruals and notify
an officer of the Company of any proposed
adjustments;

(x) Control all disbursements and authorize such
disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from
independent pricing services approved by the
Adviser, or if such quotes are unavailable,
then obtain such prices from the Adviser, and
in either case calculate the market value of
the Company's investments;

(xiv) Transmit or mail a copy of the
portfolio valuation to the Adviser;

(xv) Compute net asset value;

(xvi) As appropriate, compute yields, total
return, expense ratios, portfolio turnover
rate, and, if required, portfolio average
dollar-weighted maturity; and

(xvii) Prepare a periodic financial statement,
which will include the following items:

Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses.

15. DESCRIPTION OF ADMINISTRATION SERVICES ON A
CONTINUOUS BASIS.

PFPC will perform the following administration services
if required:

(i) Prepare quarterly broker security
transactions summaries;

(ii) Prepare monthly security transaction
listings;

(iii) Supply various normal and customary Company
statistical data as requested on an ongoing
basis;

(iv) Prepare for execution and file the Company's
Federal and state tax returns;

(v) Assist in the preparation and, if required,
filing with the SEC the Company's annual and
semi-annual shareholder reports;

(vi) Assist in monitoring the Company's status as
a regulated investment company under Sub-
chapter M of the Internal Revenue Code of
1986, as amended; and

(vii) Coordinate contractual relationships and
communications between the Company and its
contractual service providers.

16. DURATION AND TERMINATION. This Agreement shall
continue until terminated by either party on sixty (60) days'
prior written notice to the other party.

17. NOTICES. All notices and other communications,
including Written Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending device.
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 three 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. Notices shall be addressed (a)
if to PFPC, at 400 Bellevue Parkway, Wilmington, Delaware 19809;
(b) if to Bear Stearns, at ,
Attn: ; or (c) if to neither of the foregoing,
at such other address as shall have been provided by like notice
to the sender of any such notice or other communication by the
other party.

18. AMENDMENTS. This Agreement, or any term thereof, may
be changed or waived only by written amendment, signed by the
party against whom enforcement of such change or waiver is
sought.

19. DELEGATION; ASSIGNMENT. PFPC 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) PFPC gives Bear Stearns thirty (30)
days' prior written notice; (ii) the delegate (or assignee)
agrees with PFPC and Bear Stearns to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate (or
assignee) promptly provide such information as Bear Stearns may
request, and respond to such questions as Bear Stearns may ask,
relative to the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee).

20. 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.

21. FURTHER ACTIONS. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.

22. MISCELLANEOUS.

(c) Governing Law. This Agreement shall be deemed to
be a contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.

(e) Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

(f) Facsimile Signatures. The facsimile signature of
any party to this Agreement shall constitute the valid and
binding execution hereof by such party.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PFPC INC.

By: /s/ Stephen M. Wynne
-------------------------------

Title: /s/ Executive Vice President
----------------------------

Bear Stearns Funds Management Inc.

By: /s/ Vincent L. Pereira
-------------------------------

Title: Vice President
----------------------------

AUTHORIZED PERSONS APPENDIX

NAME (TYPE) SIGNATURE

----------------------- -----------------------