VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST, N-2/A, 1998-06-22

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST
N-2/A, 1998-06-22

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1998

FILE NOS. 333-49829
811-08743
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. 2 [X]

Post-Effective Amendment No. [ ]
and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 2 [X]
</TABLE>

VAN KAMPEN AMERICAN CAPITAL
SENIOR INCOME TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)

One Parkview Plaza, Oakbrook Terrace, Illinois 60181
(Address of Principal Executive Offices) (Zip Code)

(630) 684-6000
(Registrant's Telephone Number, including Area Code)
Dennis J. McDonnell
President, Van Kampen American Capital Senior Income Trust
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(Name and Address of Agent for Service)

Copies to:

Wayne W. Whalen, Esq.
Thomas A. Hale, Esq.
Skadden, Arps, Slate,
Meagher & Flom (Illinois)
333 W. Wacker Drive
Chicago, Illinois 60606
Pierre de Saint Phalle, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Thomas A. DeCapo, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
Ronald A. Nyberg, Esq.
Executive Vice President,
General Counsel and Director
Van Kampen American Capital
Investment Advisory Corp.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Approximate date of proposed public offering: As soon as practicable after
the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
------------------
CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED PROPOSED
AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES SHARES BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(1)(2) FEE(3)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest......... 6,900,000 $10.00 $69,000,000 $20,355
==========================================================================================================================
</TABLE>

(1) Includes 900,000 shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

PART C--OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS:

Included in Part A:

None.

Included in Part B:

Independent Accountants' Report; Statement of Assets and Liabilities
as of , 1998; Notes to Statement of Asset and Liabilities

(B) EXHIBITS

<TABLE>
<C> <S>
(a)(i) Declaration of Trust dated April 7, 1998(**)
(b) By-laws(**)
(d) Form of Specimen Certificate of Common Shares of Beneficial Interest of Registrant(*)
(e) Dividend Reinvestment Plan(**)
(g) Investment Advisory Agreement(**)
(h(1)) Underwriting Agreement(*)
(h(2)) Master Agreement Among Underwriters(*)
(h(3)) Master Dealer Agreement(*)
(j(1)) Custodian Agreement(*)
(j(2)) Registrar, Transfer Agency and Service Agreement(*)
(k(1)) Administration Agreement(**)
(k(2)) Amended and Restated Legal Services Agreement(*)
(l) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP(+)
(n) Consent of KPMG Peat Marwick LLP(+)
(p) Letter of Investment Intent(**)
(r) Financial Data Schedule(+)
(24) Power of Attorney(**)
</TABLE>

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

* Filed herewith.
** Previously filed.
+ To be filed by amendment.

ITEM 25: MARKETING ARRANGEMENTS

See Exhibit Section 3 of h(1) to this Registration Statement.

ITEM 26: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission fees..................... $
New York Stock Exchange Listing fee......................... $
National Association of Securities Dealers, Inc. fees....... $
Printing and engraving expenses*............................ $
Legal fees*................................................. $
Accounting expenses*........................................ $
Transfer agent and registrar fees*.......................... $
Blue Sky filing fees and expenses*.......................... $
Miscellaneous expenses*..................................... $
------
Total........................................ $
======
- ---------------
* Estimates.
</TABLE>

C-1
<PAGE> 3

ITEM 27: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable

ITEM 28: NUMBER OF HOLDERS OF SECURITIES

At May 11, 1998

<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
<S> <C>
Common Shares of Beneficial Interest, par value
$.01 per share................................... 1
</TABLE>

ITEM 29: INDEMNIFICATION

Please see Article 5.3 of the Registrant's Declaration of Trust (Exhibit
(a)(i)) for indemnification of officers and trustees. Registrant's trustees and
officers are also covered by a Joint Directors and Officers/Errors and Omissions
Insurance Policy. Section 5 of the proposed Investment Advisory Agreement
between the Fund and the Adviser provides that in the absence of willful
misfeasance, bad faith or gross negligence in connection with the obligations or
duties under the Investment Advisory Agreement or on the part of the Adviser,
the Adviser shall not be liable to the Fund or to any Common Shareholder of the
Fund for any act or omission in the course of or connected in any way with
rendering services or for any losses that may be sustained in the purchase,
holding or sale of any security. The Underwriting Agreement provides that the
Registrant shall indemnify the Underwriters (as defined therein) and certain
persons related thereto for any loss or liability arising from any alleged
misstatement of a material fact (or alleged omission to state a material fact)
contained in, among other things, the Registration Statement or Prospectus
except to the extent the misstated fact or omission was made in reliance upon
information provided by or on behalf of the Underwriters. (See Section 9 of the
Underwriting Agreement.)

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant and the Adviser and any underwriter pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer, or
controlling person or the Registrant and the Underwriters in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such trustee, officer or controlling person or the Distributor in
connection with the Common Shares being registered, the Registrant 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 indemnification by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.

C-2
<PAGE> 4

ITEM 30: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

For information as to the business, profession, vocation or employment of a
substantial nature of each of the officers and directors of the Adviser,
reference is made to the Adviser's current Form ADV (File No. 801-18161) filed
under the Investment Advisers Act of 1940, as amended, incorporated herein by
reference.

ITEM 31: 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 thereunder to be maintained (i) by
Registrant will be maintained at its offices, located at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181, at State Street Bank and Trust Company, 1776
Heritage Drive, North Quincy, Massachusetts or at Boston Equiserve L.P., Blue
Hills Office Park, 150 Royall Street, Canton, Massachusetts 02021; and (ii) by
the Adviser, will be maintained at its offices, located at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181.

ITEM 32: MANAGEMENT SERVICES

Not applicable

ITEM 33: UNDERTAKINGS

1. Registrant undertakes to suspend offering of its Common Shares until it
amends its prospectus if (a) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(b) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

2. Not applicable

3. Not applicable

4. Not applicable

5. If applicable:

(a) For purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 497(h) under
the Securities Act of 1933, shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, its Statement of Additional Information.

C-3
<PAGE> 5

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERETO DULY AUTHORIZED
IN THE CITY OF OAKBROOK TERRACE, AND THE STATE OF ILLINOIS, ON THE 19TH DAY OF
JUNE, 1998.

VAN KAMPEN AMERICAN CAPITAL
SENIOR INCOME TRUST

By: /s/ DENNIS J. MCDONNELL

------------------------------------
Dennis J. McDonnell
President

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON JUNE 19, 1998 BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED:

<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>
/s/ DENNIS J. MCDONNELL Chairman, President and Trustee
- -----------------------------------------------------
Dennis J. McDonnell

/s/ EDWARD C. WOOD, III* Vice President and Chief Financial Officer
- ----------------------------------------------------- (Accounting Officer)
Edward C. Wood, III

/s/ THEODORE A. MYERS* Trustee
- -----------------------------------------------------
Theodore A. Myers

/s/ ROD DAMMEYER* Trustee
- -----------------------------------------------------
Rod Dammeyer

Trustee
- -----------------------------------------------------
David C. Arch

/s/ STEVEN MULLER* Trustee
- -----------------------------------------------------
Steven Muller

/s/ HOWARD J KERR* Trustee
- -----------------------------------------------------
Howard J Kerr

Trustee
- -----------------------------------------------------
Don G. Powell

Trustee
- -----------------------------------------------------
Hugo F. Sonnenschein

/s/ WAYNE W. WHALEN* Trustee
- -----------------------------------------------------
Wayne W. Whalen

* Signed by Dennis J. McDonnell pursuant to a Power of Attorney.

/s/ DENNIS J. MCDONNELL
- -----------------------------------------------------
Dennis J. McDonnell
Attorney-in-Fact
</TABLE>

June 19, 1998

C-4
<PAGE> 6

EXHIBIT INDEX TO FORM N-2 EXHIBITS
SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION

ON JUNE 19, 1998

EXHIBITS

<TABLE>
<C> <S>
(d) Form of Specimen Certificate of Common Shares of Beneficial Interest of Registrant
(h(1)) Underwriting Agreement
(h(2)) Master Agreement Among Underwriters
(h(3)) Master Dealer Agreement
(j(1)) Custodian Agreement
(j(2)) Registrar, Transfer Agency and Service Agreement
(k(2)) Amended and Restated Legal Services Agreement
</TABLE>

<PAGE> 1
EXHIBIT (d)

TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE -
WHEN READY FOR DELIVERY

================================================================================

COMMON SHARES COMMON SHARES
This certificate is transferable [EAGLE LOGO] in Boston or in New York City
- -------------------------------- -----------------------------

- -------------------------------- -----------------------------
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 920961 10 9

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST
Organized Under the Laws of the Commonwealth of Massachusetts

- -------------------------------------------------------------------------------
This certifies that

is the owner of
- -------------------------------------------------------------------------------
Common Shares of beneficial interest of $0.01 par value per share of

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST

(hereinafter called the "Trust") transferable on the books of the Trust
by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.

/s/ Ronald A. Nyberg /s/ Dennis J. McDonnell
Secretary President

[Van Kampen American Capital Senior Income Trust/MASSACHUSETTS TRUST SEAL]
================================================================================

COUNTERSIGNED AND REGISTERED:
BOSTON EQUISERVE
BY TRANSFER AGENT AND REGISTRAR,

Authorized Signature

<PAGE> 2
EXHIBIT (d)

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST

THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A
STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST SHOULD BE MADE TO THE SECRETARY OF THE TRUST.
- -----------------------------------------------------------------------------

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>
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 survivorship and under Uniform Gifts to Minors
not as tenants in common
Act ______________________________________
(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 OF ASSIGNEE

_____________________________________________________________________________

_______________________________________________________________________Shares

of the Trust represented by the within Certificate, and do hereby irrevocably

constitute and appoint_______________________________________________________

__________________________________________________________________Attorney to

transfer the said shares on the books of the within named Trust with full power

of substitution in the promises.

Dated: _______________________

X_____________________________________________
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.

<PAGE> 1
EXHIBIT (h(1))

[ ] SHARES

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST

COMMON SHARES OF BENEFICIAL INTEREST

PAR VALUE $.01 PER SHARE

UNDERWRITING AGREEMENT

____ __, 1998

<PAGE> 2

June __, 1998

Morgan Stanley & Co. Incorporated
A.G. Edwards & Sons Inc.
Advest, Inc.
Robert W. Baird & Co. Incorporated
Dain Rauscher Wessels
Fahnestock & Co. Inc.
First of Michigan Corporation
Gruntal & Co. Inc.
Interstate/Johnson Lane Corporation
Janney Montgomery Scott Inc.
Legg Mason Wood Walker, Incorporated
McDonald & Company Securities, Inc.
Raymond James & Associates, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST, a Massachusetts
business trust (the "FUND"), is a newly organized, non-diversified, closed-end
management investment company registered under the Investment Company Act of
1940, as amended. The Fund proposes to issue and sell to the several
Underwriters named in Schedule I hereto (the "UNDERWRITERS") [ ] shares of its
common shares of beneficial interest, $.01 par value per share (the "FIRM
SHARES"). The Fund also proposes to issue and sell to the several Underwriters
not more than [ ] additional common shares of beneficial interest, $.01 par
value per share (the "ADDITIONAL SHARES"), if and to the extent that you, as
Manager(s) of the offering, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such Additional Shares granted to the
Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "SHARES." The Common Shares of
beneficial interest, $.01 par value per share, of the Fund to be outstanding
after giving effect to the sales contemplated hereby are hereinafter referred to
as the "COMMON SHARES."

<PAGE> 3

The Fund has filed with the Securities and Exchange Commission (the
"COMMISSION") a notification on Form N-8A (the "NOTIFICATION") of registration
of the Fund as an investment company and a registration statement on Form N-2,
including a prospectus, relating to the Shares. The registration statement as
amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended, is
hereinafter referred to as the "REGISTRATION STATEMENT." The Prospectus in the
form first used to confirm sales of Shares, together with the Statement of
Additional Information incorporated therein by reference, are hereinafter
referred to as the "PROSPECTUS." The Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder are collectively referred to
as the "SECURITIES ACT"; the Investment Company Act of 1940, as amended, and the
rules and regulations of the Commission thereunder are collectively referred to
as the "INVESTMENT COMPANY ACT"; and the Securities Act and the Investment
Company Act are collectively referred to as the "ACTS."

If the Fund has filed an abbreviated registration statement to register
additional Common Shares pursuant to Rule 462(b) under the Securities Act (the
"RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term
"REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration
Statement.

1. Representations and Warranties Relating to the Fund. The Fund and
Van Kampen American Capital Investment Advisory Corp. (the "ADVISER"), jointly
and severally, represent and warrant to and agree with each of the Underwriters
that:

(a) The Registration Statement has become effective, no stop order
suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or, to
the knowledge of the Fund or the Adviser, threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did
not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement and
the Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Acts and (iii) the
Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein,
in the light of the circumstances

<PAGE> 4

under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(b) do not
apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished
to the Fund in writing by such Underwriter through you expressly for
use therein.

(c) The Fund has been duly organized, is validly existing as an
unincorporated business trust in good standing under the laws of the
Commonwealth of Massachusetts, has the power and authority to conduct
its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which
the conduct of its business requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would
not have a material adverse effect on the Fund. The Fund has no
subsidiaries.

(d) The Fund is registered with the Commission as a non-diversified,
closed-end management investment company under the Investment Company
Act and no order of suspension or revocation of such registration has
been issued or proceedings therefor initiated or, to the knowledge of
the Fund or the Adviser, threatened by the Commission. No person is
serving or acting as an officer or trustee of, or investment adviser
to, the Fund except in accordance with the provisions of the Investment
Company Act and the Investment Advisers Act of 1940, as amended, and
the rules and regulations of the Commission thereunder (such act and
rules being collectively referred to as the "ADVISERS ACT").

(e) Each of this Agreement, the Investment Advisory Agreement
between the Adviser and the Fund (the "ADVISORY AGREEMENT"), the
Administration Agreement between Van Kampen American Capital, Inc. (the
"ADMINISTRATOR") and the Fund (the "ADMINISTRATION AGREEMENT"), the
Legal Services Agreement between the Administrator and the Fund (the
"LEGAL SERVICES AGREEMENT"), the Custody Agreement between State Street
Bank and Trust Company (the "CUSTODIAN") and the Fund (the "CUSTODIAN
AGREEMENT") and the Transfer Agency Agreement between Boston Equiserve
L.P. (the "TRANSFER AGENT") and the Fund (the "TRANSFER AGENCY AND
SERVICE AGREEMENT") (this Agreement, the Advisory Agreement, the
Administration Agreement, the Legal Services Agreement, the Custodian
Agreement and the Transfer Agency and Service Agreement are referred to
herein, collectively, as the "FUNDAMENTAL AGREEMENTS") has been duly
authorized, executed and delivered by the Fund. Each Fundamental
Agreement, other than this Agreement, assuming due authorization,
execution and delivery by the other parties thereto, constitutes the
legal, valid and binding obligation of

<PAGE> 5

the Fund, enforceable against the Fund in accordance with its terms
except as such enforceability may be limited by applicable bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws
affecting creditors' rights generally and by general principles of
equity, regardless of whether considered in a proceeding in equity or
at law.

(f) None of (i) the execution and delivery by the Fund of, and the
performance by the Fund of its obligations under, each Fundamental
Agreement or the adoption by the Fund of the Dividend Reinvestment Plan
(the "PLAN"), or (ii) the issue and sale by the Fund of the Shares as
contemplated by this Agreement contravenes or will contravene any
provision of law applicable to the Fund or the declaration of trust or
by-laws of the Fund or any agreement or other instrument binding upon
the Fund that is material to the Fund, or any judgment, order or decree
of any governmental body, agency or court having jurisdiction over the
Fund which contravention would have a material adverse effect on the
Fund or its ability to perform its obligations under any such
Agreement. No consent, approval, authorization, order or permit of, or
qualification with, any governmental body or agency, self-regulatory
organization or court or other tribunal is required for the performance
by the Fund of its obligations under the Fundamental Agreements or the
Plan, except such as have been obtained or as may be required by the
Acts, the Securities Exchange Act of 1934 (such act and the rules and
regulations of the Commission thereunder being collectively referred to
as the "EXCHANGE ACT") or the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Shares.

(g) The authorized shares of beneficial interest of the Fund conform
in all material respects to the description thereof contained in the
Prospectus, and the declaration of trust and by-laws of the Fund, the
Fundamental Agreements and the Plan conform in all material respects to
the descriptions thereof contained in the Prospectus (except that no
representation or warranty is made as to this Agreement).

(h) The declaration of trust or by-laws of the Fund, the Fundamental
Agreements and the Plan comply with all applicable provisions of the
Acts, and all approvals of such documents required under the Investment
Company Act by the Fund's shareholders and Board of Trustees have been
obtained and are in full force and effect.

(i) The Fundamental Agreements (other than this Agreement) and the
Plan are in full force and effect and neither the Fund nor, to the

<PAGE> 6

Fund's knowledge, any other party to any such agreement is in default
thereunder and, to the knowledge of the Fund and the Adviser, no event
has occurred which with the passage of time or the giving of notice or
both would constitute a default thereunder. The Fund is not currently
in breach of, or in material default under, any other written agreement
or instrument to which it or its property is bound or affected.

(j) The common shares of beneficial interest, par value $.01 per
share, of the Fund outstanding prior to the issuance of the Shares have
been duly authorized and are validly issued, fully paid and
non-assessable and the form of certificates used to evidence such
common shares is in due and proper form and complies with all
provisions of applicable law.

(k) The Shares have been duly authorized and, when issued, paid for
and delivered in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of the
Shares will not be subject to any pre-emptive or similar rights except
as disclosed in the Prospectus. No person has rights to the
registration of any securities because of the filing of the
Registration Statement.

(l) The Shares and any common shares of beneficial interest, par
value $.01 per share, of the Fund outstanding prior to the issuance of
the Shares have been approved for listing on the New York Stock
Exchange, Inc. (the "NEW YORK STOCK EXCHANGE"), subject to official
notice of issuance. The Fund's Registration Statement on Form 8-A under
the Exchange Act is effective.

(m) The Fund intends to direct the investment of the proceeds of the
offering described in the Prospectus in such a manner as to comply with
the requirements of Subchapter M of the Internal Revenue Code of 1986,
as amended (the "CODE"), and the Fund is eligible to qualify as a
regulated investment company under Subchapter M of the Code.

(n) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, of the Fund, or in the investment
objectives, investment policies, liabilities, business, prospects or
operations of the Fund from that set forth in the Prospectus (exclusive
of any amendments or supplements thereto subsequent to the date of this
Agreement) and there have been no transactions entered into by the Fund
which are material to the Fund other than those in the ordinary course
of its business or as described in the Prospectus.

<PAGE> 7

(o) There are no legal or governmental proceedings pending or, to
the knowledge of the Fund and the Adviser, threatened to which the Fund
is a party or is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or
any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
that are not described or filed as required.

(p) The Fund has all necessary consents, authorizations, approvals,
orders (including exemptive orders), certificates and permits of and
from, and has made all declarations and filings with, all governmental
authorities, self-regulatory organizations and courts and other
tribunals to own and use its assets and to conduct its business in the
manner described in the Prospectus, except to the extent that the
failure to obtain or file the foregoing would not have a material
adverse effect on the Fund.

(q) Each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 497 under the Securities Act, complied when so
filed in all material respects with the Acts.

(r) The statement of assets and liabilities included in the
Registration Statement and the Prospectus presents fairly the financial
position of the Fund as at the date indicated and said statement has
been prepared in conformity with generally accepted accounting
principles. KPMG Peat Marwick LLP, whose report appears in the
Prospectus, are independent public accountants with respect to the Fund
as required by the Acts.

(s) There are no material restrictions, limitations or regulations
with respect to the ability of the Fund to invest its assets as
described in the Prospectus, other than as described therein.

(t) Any advertisement used with the written consent of the Fund in
the public offering of the Shares pursuant to Rule 482 under the
Securities Act (an "OMITTING PROSPECTUS") complies in all material
respects with the requirements of Rule 482, and does not contain an
untrue statement of a material fact.

2. Representations and Warranties Relating to the Adviser. The Adviser
represents and warrants to and agrees with each of the Underwriters that:

<PAGE> 8

(a) The Adviser has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware,
has the corporate power and authority to conduct its business as
described in the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the conduct of
its business requires such qualification, except to the extent that
failure to be so qualified or be in good standing would not have a
material adverse effect on the Adviser.

(b) (i) The description of the Adviser in the Registration
Statement, when it became effective, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
the description of the Adviser in the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

(c) The Adviser is duly registered as an investment adviser under
the Advisers Act, and is not prohibited by the Advisers Act or the
Investment Company Act from acting under the Advisory Agreement as an
investment adviser to the Fund as contemplated by the Prospectus, and
no order of suspension or revocation of such registration has been
issued or proceedings therefor initiated or, to the knowledge of the
Adviser, threatened by the Commission.

(d) Each of this Agreement and the Advisory Agreement has been duly
authorized, executed and delivered by the Adviser and complies in all
material respects with all applicable provisions of the Acts. The
Advisory Agreement, assuming due authorization, execution and delivery
by the other parties thereto, constitutes the legal, valid and binding
obligation of the Adviser, enforceable against the Adviser in
accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium
or similar laws affecting creditors' rights generally and by general
principles of equity, regardless of whether considered in a proceeding
in equity or at law.

(e) The execution and delivery by the Adviser of, and the
performance by the Adviser of its obligations under, this Agreement and
the Advisory Agreement do not and will not contravene any provision of
law applicable to the Adviser or the certificate of incorporation or
by-laws

<PAGE> 9

of the Adviser or any agreement or other instrument binding upon the
Adviser that is material to the Adviser, or any judgment, order or
decree of any governmental body, agency or court having jurisdiction
over the Adviser which contravention would have a material adverse
effect on the Adviser or its ability to perform its obligations under
any such Agreement. No consent, approval, authorization, order or
permit of, or qualification with, any governmental body or agency,
self-regulatory agency or court or other tribunal is required for the
performance by the Adviser of its obligations under this Agreement or
the Advisory Agreement except such as have been obtained or as may be
required by the Acts, the Exchange Act or the securities or Blue Sky
laws of the various states in connection with the offer and sale of the
Shares.

(f) There are no legal or governmental proceedings pending or, to
the knowledge of the Adviser, threatened to which the Adviser is a
party or is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described.

(g) The Adviser has all necessary consents, authorizations,
approvals, orders (including exemptive orders), certificates and
permits of and from, and has made all declarations and filings with,
all governmental authorities, self-regulatory organizations and courts
and other tribunals to own and use its assets and to conduct its
business in the manner described in the Prospectus, except to the
extent that the failure to obtain or file the foregoing would not have
a material adverse effect on the Adviser.

(h) The Adviser has the financial resources available to it
necessary for the performance of its services and obligations as
contemplated in the Prospectus.

(i) The Advisory Agreement is in full force and effect and neither
the Adviser nor, to the Adviser's knowledge, the Fund is in default
thereunder and, to the knowledge of the Adviser, no event has occurred
which with the passage of time or the giving of notice or both would
constitute a default under such document.

(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the business or operations of
the Adviser from that set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this
Agreement).

<PAGE> 10

3. Agreements to Sell and Purchase. The Fund hereby agrees to sell to
the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the Fund
the respective number of Firm Shares set forth in Schedule I hereto opposite its
name at the price of $10.00 per Share (the "PURCHASE PRICE").

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Fund further agrees to
sell to the Underwriters the Additional Shares, and the Underwriters shall have
the right to purchase from time to time in the aggregate, severally and not
jointly, up to the total number of Additional Shares at the Purchase Price. If
the Underwriters elect to exercise this right to purchase Additional Shares,
Morgan Stanley & Co. Incorporated, on behalf of the Underwriters, shall so
notify the Fund in writing not later than 45 days after the date of this
Agreement, which notice shall specify the number of Additional Shares to be
purchased by the Underwriters and the date on which such shares are to be
purchased. Such date may be the same as the Closing Date (as defined below) but
not earlier than the Closing Date nor later than ten business days after the
date of such notice. Additional Shares may be purchased as provided in Section 5
hereof solely for the purpose of covering over-allotments made in connection
with the offering of the Firm Shares. If any Additional Shares are to be
purchased, each Underwriter agrees, severally and not jointly, to purchase the
number of Additional Shares (subject to such adjustments to eliminate fractional
shares as you may determine) that bears the same proportion to the total number
of Additional Shares to be purchased as the number of Firm Shares set forth in
Schedule I hereto opposite the name of such Underwriter bears to the total
number of Firm Shares.

The Fund hereby agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 180 days after the date of the Prospectus, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly, any
of its Common Shares or any securities convertible into or exercisable or
exchangeable for such Common Shares or (ii) enter into any swap or other
agreement that transfers to another, in whole or in part, any of the economic
consequences of ownership of its Common Shares, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common
Shares or such other securities, in cash or otherwise. The foregoing sentence
shall not apply to (A) the Shares or (B) any Common Shares of the Fund issued
pursuant to the Plan.

<PAGE> 11

4. Terms of Public Offering. The Fund and the Adviser are advised by
you that the Underwriters propose to make a public offering of their respective
portions of the Shares as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable. The Fund and
the Adviser are further advised by you (i) that the Shares are to be offered to
the public initially at a price of $10.00 per share (the "PUBLIC OFFERING
PRICE"), and (ii) that the Underwriters may pay a fee to certain dealers
selected by you not in excess of $0.30 a share.

5. Payment and Delivery. Payment for the Firm Shares shall be made to
the Fund in Federal or other funds immediately available in New York City
against delivery of such Firm Shares for the respective accounts of the
Underwriters at 10:00 A.M., New York City time, on ______ __, 1998, or at such
other time on the same or such other date, in any event not later than ______
__, 1998, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "CLOSING DATE."

Payment for any Additional Shares shall be made to the Fund in Federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the Underwriters at 10:00 A.M.,
New York City time, on the date specified in the notice described in Section 3
or at such other time on the same or on such other date, in any event not later
than ______ __, 1998, as shall be designated in writing by you. Such notice
shall be provided at least two business days prior to such Option Closing Date.
The time and date of any such payment are hereinafter referred to as an "OPTION
CLOSING DATE."

The Firm Shares and Additional Shares to be purchased by each
Underwriter hereunder shall be represented by one or more definitive global
certificates in book-entry form which shall be deposited by or on behalf of the
Fund with The Depository Trust Company ("DTC") or its custodian. The Fund shall
deliver the Firm Shares and Additional Shares to you on the Closing Date or an
Option Closing Date, as the case may be, for the account of each Underwriter,
against payment by or on behalf of such Underwriter of the purchase price
therefor by wire transfer to the account specified by the Fund in Federal (same
day) funds, by causing DTC to credit the Firm Shares and Additional Shares to
the account of Morgan Stanley & Co. Incorporated at DTC. The Fund shall cause
the certificates representing the Firm Shares and Additional Shares to be made
available to you for checking at least twenty-four hours prior to the Closing
Date or such Option Closing Date, as the case may be, at the office of DTC or
its designated custodian.

<PAGE> 12

6. Conditions to the Underwriters' Obligations. The respective
obligations of the Fund and the Adviser and the several obligations of the
Underwriters are subject to the condition that the Registration Statement shall
have become effective not later than the date hereof.

The several obligations of the Underwriters are subject to the
following further conditions:

(a) There shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, of the Fund or the Adviser, or in the investment objectives,
investment policies, liabilities, business, prospects or operations of
the Fund from that set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this
Agreement) that, in your reasonable judgment, is material and adverse
and that makes it, in your reasonable judgment, impracticable to market
the Shares on the terms and in the manner contemplated in the
Prospectus.

(b) The Underwriters shall have received on the Closing Date
separate certificates, dated the Closing Date and signed by an
executive officer of each of the Fund and the Adviser in his or her
capacity as such, to the effect that the respective representations and
warranties of the Fund and the Adviser contained in this Agreement
shall be true and correct in all material respects as of the Closing
Date and that the Fund and the Adviser have complied in all material
respects with all of the agreements and satisfied in all material
respects all of the conditions on their parts to be performed or
satisfied hereunder on or before the Closing Date. Each officer signing
and delivering such a certificate may rely upon the best of his or her
knowledge as to proceedings threatened.

(c) The Adviser and the Fund shall have each performed all of their
respective obligations to be performed hereunder on or prior to the
Closing Date.

(d) You shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Fund, dated
the Closing Date, to the effect that:

(i) such counsel has been orally advised by the staff of the
Commission that the Registration Statement was declared effective
under the Securities Act on [ ], 1998 and to the best of such
counsel's knowledge, no stop order suspending the effectiveness of
the Registration Statement is in effect and no

<PAGE> 13

proceedings for such purpose are pending or threatened by the
Commission;

(ii) the Fund has been organized, has legal existence and is
in good standing as an unincorporated business trust under the laws
of the Commonwealth of Massachusetts and has the power and
authority as a business trust to carry on its business as described
in the Prospectus. The Fund is qualified to the extent required as
a foreign business trust under the laws of each jurisdiction in
which the Fund has informed such counsel in the Officer's
Certificate attached to such counsel's opinion that it owns or
leases real property or conducts material operations;

(iii) the fund is registered with the Commission as a
non-diversified, closed-end management investment company under the
Investment Company Act; and to the best of such counsel's
knowledge, no order of suspension or revocation of such
registration has been issued or proceedings therefor initiated or
threatened by the Commission;

(iv) the execution and delivery of each Fundamental Agreement
by the Fund have been duly authorized by all requisite action on
the part of the Fund, and each Fundamental Agreement has been duly
executed and delivered by the Fund. Each Fundamental Agreement,
other than this Agreement, assuming due authorization, execution
and delivery by the other parties thereto, constitutes a valid and
binding obligation of the Fund, enforceable against the Fund in
accordance with its terms, subject to (A) applicable bankruptcy,
reorganization, receivership, insolvency, fraudulent conveyance,
moratorium or similar laws affecting creditors' rights generally,
now or hereafter in effect, whether statutory or decisional, (B)
with respect to the Advisory Agreement, termination under the
Investment Company Act and (C) general principles of equity
(regardless of whether enforcement is sought in a proceeding in
equity or at law);

(v) subject to the qualifications set forth below, the
execution and delivery by the Fund of the Fundamental Agreements,
the issuance and sale of the Shares to the Underwriters pursuant to
this Agreement and compliance by the Fund with other provisions of
the Fundamental Agreements and the consummation of the other
transactions therein contemplated and the adoption of the Plan (A)
do not require, under the laws of

<PAGE> 14

the Commonwealth of Massachusetts, the State of New York, the State
of Illinois or the federal securities laws of the United States of
America, the consent, approval, authorization, registration,
qualification or order of any court or governmental agency or body
or national securities exchange or national securities association
(except such as have been obtained under the Securities Act, the
Investment Company Act, the Adviser Act and such as may be required
by the National Association of Securities Dealers, Inc. or under
state securities or Blue Sky laws in connection with the purchase
and distribution of the Shares by the Underwriters), (B) do not
conflict with or result in a material breach or violation of any of
the terms and provisions of, or constitute a material default
under, any indentures, mortgages, deeds of trust, leases or other
agreements or instruments specifically identified to such counsel
in the Officer's Certificate attached to such counsel's opinion as
all of the material agreements to which the Fund is a party or by
which it or any of its property is bound, or the declaration of
trust or the by-laws of the Fund, or any of the judgments, decrees
or orders specifically identified to such counsel in the Officer's
Certificate attached to such counsel's opinion as all of the
judgments, decrees and orders applicable to the Fund of any court
or other governmental authority and (C) do not contravene any
provision of the laws of the Commonwealth of Massachusetts, the
State of New York, the State of Illinois or the federal securities
laws of the United States of America which, in such counsel's
experience, are normally applicable to transactions of the type
contemplated by the Fundamental Agreements. Such counsel need not
express any opinion as to any such consent, approval,
authorization, registration, qualification or order (i) which may
be required as a result of the involvement of the other parties to
such agreements in the transactions contemplated by such agreements
because of their legal or regulatory status or because of any other
facts specifically pertaining to them, (ii) the absence of which
does not have a material adverse effect on the Underwriters and
does not deprive the Underwriters of any material benefit under
such agreements; or (iii) which can be readily obtained without
significant delay or expense to the Underwriters, without loss to
the Underwriters of any material benefit under such agreements and
without any material adverse effect on the Underwriters during the
period such consent, approval, authorization, registration,
qualification or order was not obtained;

<PAGE> 15

(vi) the authorized shares of beneficial interest of the Fund
conform in all material respects to the description thereof
contained in the Prospectus; and the declaration of trust and
by-laws of the Fund, conform in all material respects as to legal
matters to the descriptions thereof contained in the Prospectus;

(vii) the declaration of trust and by-laws of the Fund and the
Fundamental Agreements comply in all material respects with all
applicable provisions of the Investment Company Act;

(viii) the Common Shares outstanding prior to issuance of the
Shares have been duly authorized and are validly issued, fully paid
and, subject to the statements set forth below regarding the
liability of shareholders of a Massachusetts business trust,
non-assessable and the form of temporary certificate used to
evidence the Common Shares is in due and proper form and complies
with all provisions of applicable law;

(ix) the Shares have been duly authorized and, when issued,
paid for and delivered in accordance with the terms of this
Agreement, will be validly issued, fully paid and, subject to the
statements set forth below regarding the liability of shareholders
of a Massachusetts business trust, non-assessable and the issuance
of the Shares will not be subject to any preemptive rights;

(x) such counsel has been advised by the New York Stock
Exchange that the Shares have been approved for listing on the New
York Stock Exchange, subject to official notice of issuance, and
has been orally advised by the staff of the Commission that the
Fund's Registration Statement on Form 8-A under the Exchange Act is
effective;

(xi) the statements in the Prospectus under "Taxation" and
"Description of Capital Structure," insofar as such statements
constitute a summary of the law or legal conclusions, documents or
proceedings referred to therein, are accurate in all material
respects. Such statements are based on current applicable laws and
such counsel's understanding of the Fund's proposed operations as
disclosed in the Prospectus; and, to the best knowledge of such
counsel (based solely on information provided to such counsel in
the Officer's Certificate attached to such counsel's opinion),
there are no legal or governmental proceedings against the Fund
pending

<PAGE> 16

or threatened, that are required to be described in the
Registration Statement or the Prospectus and are not so described;
and

(xii) the Registration Statement (exclusive of any appendices,
annexes, schedules and exhibits thereto) as of the date of its
effectiveness, the Notification as of its date and the Prospectus
and any supplements or amendments thereto as of their respective
dates each appeared on its face to be appropriately responsive in
all material respects to the requirements of the Acts; except that
in each case such counsel does not assume any responsibility for
the accuracy, completeness or fairness of the statements contained
therein or express any opinion as to the financial statements,
schedules and other financial or statistical data or any
appendices, exhibits, schedules or annexes included therein,
excluded therefrom or incorporated by reference therein.

Such counsel shall also include in such opinion a statement to the
effect that such counsel has participated in conferences with officers and other
representatives of the Fund, the independent public accountants for the Fund and
the Underwriters or their representatives at which the contents of the
Registration Statement, the Prospectus and related matters were discussed and,
although such counsel is not passing upon, and does not assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, and has made no
independent check or verification thereof, on the basis of the foregoing, no
facts have come to the attention of such counsel that have led such counsel to
believe either that the Registration Statement (exclusive of any appendices,
annexes, schedules and exhibits thereto), at the time such Registration
Statement became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, as of its
date and at the date hereof, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that such counsel does not express any belief with respect to
the financial statements, schedules and other financial or statistical data
included in, omitted from or incorporated by reference in the Registration
Statement, the Prospectus, or the exhibits, annexes or appendices to the
Registration Statement.

Such counsel may include language in its opinion to the effect that
with respect to the opinions expressed in numbered paragraphs (viii) and (ix)
above such counsel notes that pursuant to certain decisions of the Supreme
Judicial Court of the Commonwealth of Massachusetts, shareholders of a
Massachusetts

<PAGE> 17

business trust may, in certain circumstances, be assessed or held personally
liable as partners for the obligations of a Massachusetts business trust.

(e) You shall have received on the Closing Date an opinion of the
office of the general counsel for the Adviser, dated the Closing Date,
to the effect that:

(i) the Adviser has been incorporated, has legal existence and
is in good standing as a corporation under the laws of the State of
Delaware and has the corporate power and authority to carry on its
business as described in the Prospectus. The Adviser is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business requires such
qualification, except to the extent that failure to be so qualified
or be in good standing would not have a material adverse effect on
the Adviser;

(ii) the Adviser is registered as an investment adviser under
the Advisers Act and is not prohibited by the Advisers Act or the
Investment Company Act from acting under the Advisory Agreement as
an investment adviser to the Fund as contemplated by the
Prospectus, and no order of suspension or revocation of such
registration has been issued or proceedings therefor initiated or,
to the best of such counsel's knowledge, threatened by the
Commission;

(iii) the execution and delivery of each of this Agreement and
the Advisory Agreement by the Adviser have been duly authorized by
all requisite action on the part of the Adviser, and each of this
Agreement and the Advisory Agreement has been duly executed and
delivered by the Adviser. The Advisory Agreement, assuming due
authorization, execution and delivery by the Fund, constitutes a
valid and binding obligation of the Adviser, enforceable against
the Adviser in accordance with its terms, subject to (A) applicable
bankruptcy, reorganization, receivership, insolvency, fraudulent
conveyance, moratorium or similar laws affecting creditors' rights
generally, now or hereafter in effect, whether statutory or
decisional, (B) termination of the Advisory Agreement under the
Investment Company Act and (C) general principles of equity
(regardless of whether enforcement is sought in a proceeding in
equity or at law);

<PAGE> 18

(iv) to such counsel's knowledge, the execution and delivery
by the Adviser of this Agreement and the Advisory Agreement and
compliance by the Adviser with the provisions thereof and the
consummation of the transactions therein contemplated (A) do not
require, under the laws of the State of Illinois or the federal
securities laws of the United States of America, the consent,
approval, authorization, registration, qualification or order of
any court or governmental agency or body or national securities
exchange or national securities association, (B) do not conflict
with or result in a material breach or violation of any of the
terms and provisions of, or constitute a material default under,
any material indenture, mortgage, deed of trust, lease or other
agreement or instrument to which the Adviser is a party or by which
it or any of its property is bound, or the certificate of
incorporation or the by-laws of the Adviser, or any judgments,
decrees or orders, known to such counsel, applicable to the
Adviser, of any court or other governmental authority and (C) do
not contravene any provision of the laws of the State of Illinois
or the federal securities laws of the United States of America
applicable to transactions of the type contemplated by this
Agreement and the Advisory Agreement. Such counsel need not express
any opinion as to any such consent, approval, authorization,
registration, qualification or order (x) which may be required as a
result of the involvement of the other parties to such agreements
in the transactions contemplated by such agreements because of
their legal or regulatory status or because of any other facts
specifically pertaining to them, (y) the absence of which does not
have a material adverse effect on the Underwriters and does not
deprive the Underwriters of any material benefit under such
agreements or (z) which can be readily obtained without significant
delay or expense to the Underwriters, without loss to the
Underwriters of any material benefit under such agreements and
without any material adverse effect on the Underwriters during the
period such consent, approval, authorization, registration,
qualification or order was not obtained;

(v) to the best knowledge of such counsel, there are no
actions, investigations or other proceedings of any nature, whether
foreign or domestic, pending, commenced or threatened, which in any
case or in the aggregate, might result in any material adverse
change in the business of the Adviser or which question the
validity of this Agreement or the Advisory Agreement or the
performance by the Adviser of such Agreements; and

<PAGE> 19

(vi) the description of the Investment Adviser in the
Prospectus does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

(f) You shall have received on the Closing Date an opinion of Davis
Polk & Wardwell, special counsel for the Underwriters, dated the
Closing Date, to the effect that:

(i) the statements in the Prospectus under "Underwriters",
insofar as such statements constitute a summary of the law or legal
conclusion, documents or proceedings referred to therein, are
accurate in all material respects and fairly present the
information called for with respect to such legal matters, legal
conclusions, documents and proceedings and fairly summarize the
matters referred to therein; and

(ii) such counsel (A) is of the opinion that the Registration
Statement and Prospectus (except for financial statements and
schedules and other financial and statistical data included therein
as to which such counsel need not express any opinion) comply as to
form in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder, (B)
has no reason to believe that (except for financial statements and
schedules and other financial and statistical data as to which such
counsel need not express any belief) the Registration Statement and
the prospectus included therein at the time the Registration
Statement became effective contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading and (C) has no reason to believe that (except for
financial statements and schedules and other financial and
statistical data as to which such counsel need not express any
belief) the Prospectus contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading.

With respect to Section 6(f)(ii) above, Davis Polk & Wardwell may state
that their opinions and beliefs are based upon their participation in the
preparation of the Registration Statement and Prospectus and any amendments or
supplements

<PAGE> 20

thereto and review and discussion of the contents thereof, but are without
independent check or verification except as specified. With respect to Section
6(f) above, Davis Polk & Wardwell may rely, to the extent such counsel deems
appropriate, upon the representations of the Fund contained herein.

(g) You shall have received on the Closing Date a certificate from a
duly authorized officer of the Custodian, certifying that the Custodian
Agreement is in full force and effect and is the legal, valid, binding
and enforceable obligation of the Custodian, assuming that such
Agreement is a legal, valid, binding and enforceable obligation of the
other party thereto.

(h) You shall have received on the Closing Date a certificate from a
duly authorized officer of the Administrator certifying that the
Administration Agreement is in full force and effect and is the legal,
valid, binding and enforceable obligation of the Administrator,
assuming that such Agreement is a legal, valid, binding and enforceable
obligation of the other party thereto.

(i) The Underwriters shall have received on the date of this
Agreement a letter dated such date, and also on the Closing Date a
letter dated the Closing Date, in each case in form and substance
satisfactory to you, from KPMG Peat Marwick LLP, independent public
accountants, containing statements and information of the type
ordinarily included in accountants' "COMFORT LETTERS" to underwriters
with respect to the statement of assets and liabilities and certain
financial information regarding the Fund contained in the Registration
Statement and the Prospectus; provided that the letter delivered on the
Closing Date shall use a "cut-off" date not earlier than the date
hereof.

(j) The Shares shall have been duly authorized for listing on the
New York Stock Exchange, subject only to official notice of issuance
thereof.

The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to you on each Option Closing Date
of such updated versions of the documents, certificates and opinions set forth
above in this Section 6 as you may reasonably request with respect to the good
standing of the Fund and the Adviser, the due authorization and issuance of the
Additional Shares and other matters related to the issuance of the Additional
Shares.

<PAGE> 21

7. Covenants of the Fund. In further consideration of the agreements
of the Underwriters herein contained, the Fund covenants with each Underwriter
as follows:

(a) To notify you immediately, and confirm such notice in writing,
(i) of the institution of any proceedings pursuant to Section 8(e) of
the Investment Company Act and (ii) of the happening of any event
during the period described in Section 7(d) below which in the judgment
of the Fund makes any statement in the Notification, the Registration
Statement or the Prospectus untrue in any material respect or which
requires the making of any change in or addition to the Notification,
the Registration Statement or the Prospectus in order to make the
statements therein not misleading in any material respect. If at any
time the Commission shall issue any order suspending the effectiveness
of the Registration Statement or an order pursuant to Section 8(e) of
the Investment Company Act, the Fund will make every reasonable effort
to obtain the withdrawal of such order as soon as reasonably
practicable.

(b) To furnish to you, without charge, a signed copy of each of the
Notification and the Registration Statement (including exhibits
thereto) and for delivery to each other Underwriter a conformed copy of
the Notification and the Registration Statement (without exhibits
thereto) and to furnish to you in New York City, without charge, prior
to 10:00 A.M., New York City time on the business day next succeeding
the date of this Agreement and during the period described in Section
7(d) below, as many copies of the Prospectus and any supplements and
amendments thereto or to the Registration Statement as you may
reasonably request.

(c) Before amending or supplementing the Registration Statement or
the Prospectus at any time during the period described in Section 7(d)
below, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 497(b) or (h) under the Securities
Act any prospectus required to be filed pursuant to such Rule.

(d) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall
occur or condition exist as a result of which it is necessary to amend
or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances

<PAGE> 22

when the Prospectus is delivered to a purchaser, not misleading, or if,
in the opinion of counsel for the Underwriters, it is necessary to
amend or supplement the Prospectus to comply with applicable law,
forthwith to prepare, file with the Commission and furnish, at its own
expense (or, if any statements in question concern information relating
to any Underwriter furnished to the Fund in writing by such Underwriter
through you, at the expense of the Underwriters), to the Underwriters
and to the dealers (whose names and addresses you will furnish to the
Fund) to which Shares may have been sold by you on behalf of the
Underwriters and to any other dealers upon request, either amendments
or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will
comply with law.

(e) To use its best efforts to maintain its qualification as a
regulated investment company under Subchapter M of the Code.

(f) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall
reasonably request.

(g) To make generally available to the Fund's security holders and
to you as soon as practicable an earning statement covering the
twelve-month period ending June 30, 1999 that satisfies the provisions
of Section 11(a) of the Securities Act and the rules and regulations of
the Commission thereunder.

(h) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be
paid all expenses incident to the performance of its obligations under
this Agreement, including: (i) the fees, disbursements and expenses of
the Fund's counsel and the Fund's accountants in connection with the
registration and delivery of the Shares under the Securities Act and
all other fees or expenses in connection with the preparation and
filing of the Registration Statement, any preliminary prospectus, the
Prospectus, the Notification, and amendments and supplements to any of
the foregoing, including all printing costs associated therewith, and
the mailing and delivering of copies thereof to the Underwriters and
dealers, in the quantities hereinabove specified, (ii) the printing of
this Agreement, the Underwriters' Questionnaire and such other
agreements as you may reasonably request, (iii) all costs and expenses
related to the transfer and delivery of the Shares to the Underwriters,
including any transfer or other

<PAGE> 23

taxes payable thereon, (iv) furnishing such copies of the Registration
Statement, the Notification, the Prospectus and any related preliminary
prospectus, and all amendments and supplements thereto, as may be
reasonably requested for use in connection with the offering and sale
of the Shares by the Underwriters or by dealers to whom Shares may be
sold, (v) the cost of printing or producing any Blue Sky memorandum in
connection with the offer and sale of the Shares under state securities
laws and all expenses in connection with the qualification of the
Shares for offer and sale under state securities laws as provided in
Section 7(f) above, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky memorandum, (vi) all
filing fees and the reasonable fees and disbursements of counsel to the
Underwriters incurred in connection with the review and qualification
of the offering of the Shares by the National Association of Securities
Dealers, Inc., (vii) the fees and expenses incurred with respect to the
listing of the Shares on the New York Stock Exchange, including the
listing fees of the New York Stock Exchange and the preparation,
printing and the filing fees with respect to the distribution of
documents relating thereto, and the registration of the Shares under
the Exchange Act, (viii) the cost of printing certificates representing
the Shares, (ix) the costs and charges of any transfer agent, registrar
or depositary, (x) the costs and expenses of the Fund relating to
investor presentations on any "road show" undertaken in connection with
the marketing of the offering of the Shares, including, without
limitation, expenses associated with the production of road show slides
and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of
the Fund or the Adviser, travel and lodging expenses of the
representatives and officers of the Fund and the Adviser and any such
consultants, and the cost of any aircraft chartered in connection with
the road show, and (xi) all other costs and expenses incident to the
performance of the obligations of the Fund hereunder for which
provision is not otherwise made in this Section 7; provided that the
obligation of the Fund to pay the foregoing expenses shall not exceed,
in the aggregate, an amount equal to the product of $0.02 times the
number of Shares purchased by the Underwriters hereunder.

8. Indemnity and Contribution.

(a) Each of the Fund and the Adviser, jointly and severally, agrees
to indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act (a
"CONTROLLING

<PAGE> 24

PERSON") from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by any Underwriter or any such controlling person
in connection with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus, any Omitting Prospectus or the
Prospectus (as amended or supplemented if the Fund shall have furnished
any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission based upon information
relating to any Underwriter or furnished to the Fund or the Adviser in
writing by any Underwriter through you expressly for use therein;
provided that the foregoing indemnity agreement with respect to any
preliminary prospectus or any Omitting Prospectus shall not inure to
the benefit of any Underwriter from whom the person asserting such
losses, claims, damages or liabilities purchased Shares or Additional
Shares, or any person controlling such Underwriter, if a copy of a
Prospectus (as then amended or supplemented if the Fund shall have
furnished any amendments or supplements thereto) was not sent or given
by or on behalf of such Underwriter to such person, if required by law
to have been delivered, at or prior to the written confirmation of the
sale of the Shares or Additional Shares to such person, and if a
Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages or liabilities, unless such
failure is the result of noncompliance by the Fund with Section 7(b)
hereof; provided further, that the Adviser will be required to
indemnify and hold harmless any indemnified party pursuant to this
Section 8(a) only to the extent that the Fund fails to indemnify and
hold harmless such indemnified party pursuant to this Section 8(a).

(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Fund and the Adviser, their respective directors
or trustees, and each officer of the Fund who signs the Registration
Statement and each person, if any, who controls the Fund or the Adviser
within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses,
claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus (as amended or supplemented if
the Fund shall have furnished any amendments or supplements thereto),
any preliminary

<PAGE> 25

prospectus, or any Omitting Prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but
only with reference to information relating to such Underwriter
furnished to the Fund or the Adviser in writing by such Underwriter
through you expressly for use in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any preliminary
prospectus.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to either of Section 8(a) or
8(b), such person (the "INDEMNIFIED PARTY") shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING
PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is under stood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (x) the fees and
expenses of more than one separate firm (in addition to any local
counsel) for all Underwriters and all persons, if any, who control
Underwriters within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, (y) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the
Fund, its trustees, its officers who sign the Registration Statement
and each person, if any, who controls the Fund within the meaning of
either such Section, and (z) the fees and expenses of more than one
separate firm (in addition to any local counsel) for the Adviser, its
directors and each person, if any, who controls the Adviser within the
meaning of either such Section, and that all such fees and expenses
shall be reimbursed as they are incurred. In the case of any such
separate firm for the Underwriters and such control persons of
Underwriters, such firm shall be designated in writing by Morgan
Stanley & Co. Incorporated. In the case of any such separate firm for
the Fund,

<PAGE> 26

and such trustees, officers and control persons of the Fund, such firm
shall be designated in writing by the Fund. In the case of any such
separate firm for the Adviser, and such directors and control persons
of the Adviser, such firm shall be designated in writing by the
Adviser. The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this Section 8(c),
the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after receipt by
such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, an
indemnifying party shall not be liable for any settlement of the nature
contemplated by such sentence effected without its consent if such
indemnifying party (i) reimburses such indemnified party in accordance
with such request to the extent it considers such request to be
reasonable and (ii) provides written notice to the indemnified party
substantiating the unpaid balance as unreasonable, in each case prior
to the date of such settlement. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which
any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such
proceeding.

(d) To the extent the indemnification provided for in Section 8(a)
or 8(b) is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to
therein, then each indemnifying party under such Section, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Fund and
the Adviser on the one hand and the Underwriters on the other hand from
the offering of the Shares or (ii) if

<PAGE> 27

the allocation provided by Section 8(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in Section 8(d)(i) above but
also the relative fault of the Fund and the Adviser on the one hand and
of the Underwriters on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.
The benefits received by the Fund or the Adviser shall be deemed to
equal the aggregate public offering price of the Shares. The benefits
received by the Underwriters shall be deemed to equal the product of
$0.40 times the aggregate number of Shares purchased by the
Underwriters hereunder. The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
the Fund or the Adviser on the one hand or by the Underwriters on the
other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute
pursuant to this Section 8 are several in proportion to the respective
number of Shares they have purchased hereunder, and not joint.

(e) The Fund, the Adviser and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 8
were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations
referred to in Section 8(d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and
liabilities referred to in Section 8(d) shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 8, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price
at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
remedies provided for in this Section 8 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

<PAGE> 28

(f) The indemnity and contribution provisions contained in this
Section 8 and the representations and warranties of the Fund and the
Adviser contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Underwriter, its
officers or directors or any person controlling any Underwriter, the
Adviser, its officers or directors or any person controlling the
Adviser or the Fund, its officers or trustees or any person controlling
the Fund and (iii) acceptance of and payment for any of the Shares.

9. Termination. This Agreement shall be subject to termination by
notice given by you to the Fund, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange or, with respect
to financial products, the Chicago Mercantile Exchange or the Chicago Board of
Trade, (ii) trading of any securities of the Fund shall have been suspended on
any exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities shall have been declared by either federal or New
York State authorities or (iv) there shall have occurred any outbreak or
escalation of hostilities or any change in financial markets or any calamity or
crisis that, in your reasonable judgment, is material and adverse and (b) in the
case of any of the events specified in Sections 9(a)(i) through (iv), such event
singly or together with any other such event makes it, in your reasonable
judgment, impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the later of (x) execution and delivery hereof by the parties
hereto and (y) notification of the effectiveness of the Registration Statement
by the Commission.

If, on the Closing Date or any Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares that
it or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Shares set forth
opposite their respective names in Schedule I bears to the aggregate number of
Shares set forth opposite the names of all such non-defaulting Underwriters, or
in such other proportions as you may specify, to purchase the Shares which such
defaulting

<PAGE> 29

Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Shares that any Underwriter
has agreed to purchase pursuant to Section 3 be increased pursuant to this
Section 10 by an amount in excess of one-ninth of such number of Shares without
the written consent of such Underwriter. If, on the Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Shares and the
aggregate number of Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Shares to be purchased on such date,
and arrangements satisfactory to you and the Fund for the purchase of such
Shares are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter, the
Fund and the Adviser. In any such case either you or the Fund shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. If, on
any Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
Additional Shares or (ii) purchase not less than the number of Additional Shares
that such non-defaulting Underwriters would have been obligated to purchase in
the absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Fund or the Adviser
to comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Fund or the Adviser shall be unable to perform its
obligations under this Agreement, the Fund or the Adviser, as the case may be,
will reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering contemplated
hereunder.

11. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

<PAGE> 30

12. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
the conflicts of laws provisions thereof.

Very truly yours,

VAN KAMPEN AMERICAN CAPITAL
SENIOR INCOME TRUST

By
---------------------------------
Name:

VAN KAMPEN AMERICAN CAPITAL
INVESTMENT ADVISORY CORP.

By
---------------------------------
Name:

<PAGE> 31

Accepted as of the date hereof

MORGAN STANLEY & CO.
INCORPORATED
A.G. EDWARDS & SONS INC.
ADVEST, INC.
ROBERT W. BAIRD & CO.
INCORPORATED
DAIN RAUSCHER WESSELS
FAHNESTOCK & CO. INC.
FIRST OF MICHIGAN CORPORATION
GRUNTAL & CO. INC.
INTERSTATE/JOHNSON LANE
CORPORATION
JANNEY MONTGOMERY SCOTT INC.
LEGG MASON WOOD WALKER,
INCORPORATED
MCDONALD & COMPANY
SECURITIES, INC.
RAYMOND JAMES & ASSOCIATES, INC.

Acting on behalf of themselves
and the several Underwriters
named in Schedule I hereto.

By MORGAN STANLEY & CO.
INCORPORATED

By
------------------------------------------
Name:

<PAGE> 32

NUMBER OF FIRM SHARES
UNDERWRITER TO BE PURCHASED
- --------------------------------------------------------------- ---------------------
<S> <C>
Morgan Stanley & Co. Incorporated.............................
A.G. Edwards & Sons Inc.......................................
Advest, Inc...................................................
Robert W. Baird & Co. Incorporated............................
Dain Rauscher Wessels.........................................
Fahnestock & Co. Inc..........................................
First of Michigan Corporation.................................
Gruntal & Co. Inc.............................................
Interstate/Johnson Lane Corporation...........................
Janney Montgomery Scott Inc...................................
Legg Mason Wood Walker, Incorporated..........................
McDonald & Company Securities, Inc............................
Raymond James & Associates, Inc...............................

[NAMES OF OTHER UNDERWRITERS].................................

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

Total:........................................................ =====================
</TABLE>

<PAGE> 1
EXHIBIT (h)(2)

MORGAN STANLEY & CO.
INCORPORATED
1251 Avenue of the Americas
New York, New York 10020

MASTER AGREEMENT AMONG UNDERWRITERS

August 1, 1982

Dear Sirs:

From time to time we may invite you (and others) to participate on the
terms set forth herein as underwriter in connection with certain public
offerings of securities that are managed by us. If we invite you to
participate in a specific offering (an "Offering") to which this Master
Agreement Among Underwriters shall apply, we shall send you, by wire, telex or
other written means, an agreement among underwriters, substantially in the form
of Exhibit A hereto (an "AAU"). Any such AAU may exclude or revise such
provisions of this Master Agreement Among Underwriters or may contain such
additional provisions as you and we mutually deem appropriate. An
Underwriters' Questionnaire to be used in connection with such Offerings is
attached as Exhibit B hereto.

Each AAU shall relate to a specific Offering and shall identify (i) the
securities to be offered, their principal terms, the issuer thereof and, if
different from the issuer, the seller or sellers of such securities, (ii) the
underwriting agreement providing for the purchase of such securities by the
several underwriters and whether such agreement provides the several
underwriters with an option to purchase additional securities to cover
over-allotments, (iii) the price at which such securities are to be purchased
by the several underwriters from the seller or sellers thereof (or a formula
establishing the maximum such price), (iv) the offering terms, including, if
applicable, the public offering price, concession,

<PAGE> 2

reallowance and management fee with respect to such securities, (v) the
manager or managers for such Offering and (vi) if applicable, the trustee for
the indenture under which such securities will be issued.

Each AAU shall also set forth your proposed participation in the Offering
to which it relates and you hereby agree to accept such participation on the
terms set forth or contemplated herein and in such AAU without further action
on your part. YOU MAY DECLINE SUCH PARTICIPATION ONLY IF WE RECEIVE BY WIRE,
TELEX OR OTHER WRITTEN MEANS A NOTICE FROM YOU TO THAT EFFECT BEFORE THE TIME
SPECIFIED IN SUCH AAU FOR SUCH A NOTICE. IF WE DO NOT RECEIVE SUCH A NOTICE BY
SUCH TIME, SUCH AAU SHALL CONSTITUTE A VALID AND BINDING CONTRACT BETWEEN US.

Unless we have received by wire, telex or other written means a notice
from you stating exceptions to the Underwriters' Questionnaire attached as
Exhibit B hereto before the time specified in an AAU for such a notice, you
hereby confirm that you have no exceptions in connection with the Offering to
which such AAU relates.

Except to the extent an AAU provides otherwise, you and we hereby agree
that the following general provisions shall be incorporated by reference in
each AAU. For purposes of such general provisions, the term Applicable AAU
means the AAU incorporating such general provisions by reference; the term
Agreement means the Applicable AAU including the general provisions
incorporated therein by reference as it applies to the Offering identified in
such Applicable AAU; the terms Securities, Issuer, Underwriting Agreement,
Underwriters, Manager and Trustee shall have the meanings set forth in the
Applicable AAU; the term Firm Securities means the Securities that the several
Underwriters are initially committed to purchase under the Underwriting
Agreement; and the term Additional Securities means the Securities, if any,
that the several Underwriters have an option to purchase under the Underwriting
Agreement to cover over-allotments.

1. You understand that the Issuer has filed with the Securities and
Exchange Commission (the "Commission") a registration statement including a
prospectus relating to the Securities. If the registration statement relates
to securities to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933 (the "1933 Act"), the term Registration
Statement means such registration statement as amended to the date of the
Underwriting Agreement. Otherwise, the term Registration Statement means such
registration statement as amended at the time when it becomes effective. The
term Prospectus means the prospectus, together with the final prospectus

<PAGE> 3

supplement, if any, relating to the offering of the Securities, filed pursuant
to Rule 424 under the 1933 Act. The term preliminary prospectus means any
preliminary prospectus relating to the offering of the Securities or any
preliminary prospectus supplement together with a prospectus relating to the
offering of the Securities. As used herein the terms Registration Statement,
Prospectus and preliminary prospectus shall include in each case the material,
if any, incorporated by reference therein.

2. You authorize the Manager, on your behalf, to determine the form of the
Underwriting Agreement and to execute and deliver to the seller or sellers
(collectively, the "Seller") of the Securities the Underwriting Agreement to
purchase (i) up to the amount of Firm Securities set forth in the Applicable
AAU and (ii) if the Manager elects on behalf of the several Underwriters to
exercise any option to purchase Additional Securities, up to the amount of
Additional Securities set forth in the Applicable AAU, subject, in each case,
to reduction pursuant to Article III. The amount of Firm Securities set forth
opposite each Underwriter's name in the Underwriting Agreement plus any
additional Firm Securities which you may become obligated to purchase under the
Underwriting Agreement or Article X hereof is hereinafter referred to as the
original purchase obligation of such Underwriter and the ratio which such
original purchase obligation bears to the total amount of Firm Securities set
forth in the Underwriting Agreement is hereinafter referred to as the
underwriting percentage of such Underwriter.

II.

1. You authorize the Manager to act as manager of the offering of the
Securities for sale by the Underwriters (the "Underwriters' Securities") or by
the Seller pursuant to delayed delivery contracts (the "Contract Securities"),
if any, contemplated by the Underwriting Agreement. You authorize the Manager
to (i) vary the offering terms of the Securities in effect at any time,
including, if applicable, the public offering price, concession and
reallowance, (ii) purchase any or all of the Additional Securities for the
accounts of the several Underwriters pursuant to the Underwriting Agreement,
(iii) determine, within the limits of any formula set forth in the Applicable
AAU, on your behalf, the price at which the Securities are to be purchased by
the several Underwriters from the Seller, (iv) agree, on your behalf, to any
addition to, change in or waiver of any provision of the Underwriting
Agreement (other than a change in the purchase price of the Securities from
that contemplated by the Applicable AAU or an increase of your original
purchase obligation) and (v) take any other action as may seem advisable to
the Manager in respect of the offering of the Securities.

<PAGE> 4

2. The public offering of the Securities is to [sic] made as soon after
the Underwriting Agreement is entered into by the Seller and the Manager as in
the Manager's judgment is advisable, on the terms and conditions set forth in
the Prospectus and the Applicable AAU. Any public advertisement of the
offering of the Securities shall be made by the Manager on behalf of the
Underwriters on such date as the Manager shall determine. You agree not to
advertise such offering prior to the date of the Manager's advertisement
thereof without the Manager's consent. Any advertisement you may make of such
offering after such date will be your own responsibility and at your own
expense.

3. You authorize the Manager to sell for your account to institutions such
Securities purchased by you from the Seller as the Manager shall determine.
Except for sales for the accounts of Underwriters designated by a purchasing
institution, aggregate sales of Securities to institutions shall be made for
the accounts of the several Underwriters as nearly as practicable in their
respective underwriting percentages.

4. You authorize the Manager to sell for your account to dealers such
Securities purchased by you from the Seller as the Manager shall determine.
Sales of Securities to dealers shall be made for the account of each
Underwriter approximately in the proportion that Securities of such Underwriter
held by the Manager for such sales bears to all Securities so held.

5. The Manager will advise you promptly, on the date of the public
offering, as to the Securities purchased by you which you shall retain for
direct sale. At any time prior to the termination of the Agreement, any
Securities purchased by you, which are held by the Manager for sale for your
account as set forth above but not sold, may, on your request and at the
Manager's discretion, be released to you for direct sale, and Securities so
released to you shall no longer be deemed held for sale by the Manager.

6. From time to time prior to the termination of the Agreement, on the
request of the Manager, you will advise the Manager of the amount of Securities
remaining unsold which were retained by or released to you for direct sale and
of the amount of Securities and other securities of the Issuer remaining unsold
which were delivered to you pursuant to Article IV hereof, and, on the request
of the Manager, you will release to the Manager any such Securities and other
securities remaining unsold (i) for sale by the Manager for your account to
institutions or dealers, (ii) for sale by the Seller pursuant to delayed
delivery contracts or (iii) if, in the Manager's opinion, such Securities or
other securities are needed to make delivery against sales made pursuant to
Article IV hereof.

III.

<PAGE> 5

1. You agree that arrangements for sales of Contract Securities will be
made only through the Manager acting either directly or through dealers
(including Underwriters acting as dealers), and you authorize the Manager to
act on your behalf in making such arrangements. The aggregate amount of
Securities to be purchased by the several Underwriters shall be reduced by the
respective amounts of Contract Securities attributed to such Underwriters as
hereinafter provided. Subject to the provisions of Section 3.2, the aggregate
amount of Contract Securities shall be attributed to the Underwriters as nearly
as practicable in their respective underwriting percentages, except that, as
determined by the Manager in its discretion, (i) Contract Securities directed
and allocated by a purchaser to particular Underwriters shall be attributed to
such Underwriters and (ii) Contract Securities for which arrangements have been
made for sale through dealers shall be attributed to each Underwriter
approximately in the proportion that Securities of such Underwriter held by the
Manager for sales to dealers bear to all Securities so held. The fee with
respect to Contract Securities payable to the Manager for the accounts of the
Underwriters pursuant to the Underwriting Agreement shall be credited to the
accounts of the respective Underwriters in proportion to the Contract
Securities attributed to such Underwriters pursuant to the provisions of this
Section 3.1, less, in the case of each Underwriter, the commission to dealers
on Contract Securities sold through dealers and attributed to such Underwriter.

2. If the amount of Contract Securities attributable to an Underwriter
pursuant to Section 3.1 would exceed such Underwriter's original purchase
obligation reduced by the amount of Underwriters' Securities sold by or on
behalf of such Underwriter, such excess shall not be attributed to such
Underwriter, and such Underwriter shall be regarded as having acted only as a
dealer with respect to, and shall receive only the commission to dealers on,
such excess.

IV.

1. You authorize Morgan Stanley & Co. Incorporated to buy and sell (i)
Securities, (ii) shares of common stock ("Common Stock") of the Issuer, if the
Securities are Common Stock or securities of the Issuer that may be exchanged
for or converted into Common Stock, and (iii) any other securities of the
Issuer designated in the Applicable AAU, in addition to Securities sold
pursuant to Article II hereof, in the open market or otherwise, for long or
short account, on such terms as it shall deem advisable, and to over-allot in
arranging sales. Such purchases and sales and over-allotments shall be made
for the accounts of the several Underwriters as nearly as practicable in their
respective underwriting percentages. Any securities which may have been
purchased by Morgan Stanley & Co. Incorporated for stabilizing purposes in
connection with the offering of the Securities prior to the execution of the
Applicable AAU shall be treated as having

<PAGE> 6

been purchased pursuant to this Section 4.1 for the accounts of the several
Underwriters. At no time shall your net commitment pursuant to the foregoing
authorization exceed 10% of your original purchase obligation. On demand you
will take up and pay for any securities of the Issuer so purchased for your
account and deliver against payment any securities of the Issuer so sold or
over-allotted for your account. Morgan Stanley & Co. Incorporated agrees to
notify you if it engages in any stabilization transaction requiring reports to
be filed pursuant to Rule 17a-2 under the Securities Exchange Act of 1934 (the
"1934 Act") and to notify you of the date of termination of stabilization. You
agree to file with Morgan Stanley & Co. Incorporated any reports required of
you pursuant to such Rule not later than five business days following the day
upon which stabilization was terminated and you authorize Morgan Stanley & Co.
Incorporated to file on your behalf with the Commission any reports required by
such Rule.

2. If pursuant to the provisions of Section 4.1 and prior to the
termination of the Agreement (or prior to such earlier date as Morgan Stanley &
Co. Incorporated may have determined) Morgan Stanley & Co. Incorporated
purchases or contracts to purchase for the account of any Underwriter in the
open market or otherwise any Securities which were retained by, or released to,
you for direct sale, or any Securities which may have been issued on transfer
or in exchange for such Securities, and which Securities were therefore not
effectively placed for investment by you, you authorize Morgan Stanley & Co.
Incorporated either to charge your account with an amount equal to the
concession to dealers with respect thereto, which amount shall be credited
against the cost of such Securities, or to require you to repurchase such
Securities at a price equal to the total cost of such purchase, including
transfer taxes, accrued interest, dividends and commissions, if any.

3. If the Securities are Common Stock or securities of the Issuer that may
be exchanged for or converted into Common Stock, you agree that you will not,
without the advanced approval of Morgan Stanley & Co. Incorporated, buy, sell,
deal or trade in (i) any Common Stock, (ii) any security of the Issuer
convertible into Common Stock or (iii) any right or option to acquire or sell
Common Stock or any security of the Issuer convertible into Common Stock, for
your own account or for the account of a customer, except:

(a) as provided for in the Agreement or the Underwriting Agreement;

(b) that you may convert any security of the Issuer convertible
into Common Stock owned by you and sell the Common Stock acquired upon
such conversion and that you may deliver Common Stock owned by

<PAGE> 7

you upon the exercise of any option written by you as permitted by the
provisions set forth herein;

(c) in brokerage transactions on unsolicited orders which have not
resulted from activities on your part in connection with the solicitation
of purchases and which are executed by you in the ordinary course of your
brokerage business; and

(d) that on or after the date of the initial public offering of the
Securities, you may execute covered writing transactions in options to
acquire Common Stock, when such transactions are covered by Securities,
for the accounts of customers.

An opening uncovered writing transaction in options to acquire Common
Stock for your account or for the account of a customer shall be deemed, for
purposes of this Section 4.3, to be a sale of Common Stock which is not
unsolicited. The term "opening uncovered writing transaction in options to
acquire" as used above means a transaction where the seller intends to become a
writer of an option to purchase any Common Stock which he does not own. An
opening uncovered purchase transaction in options to sell Common Stock for your
account or for the account of a customer shall be deemed, for purposes of this
paragraph, to be a sale of Common Stock which is not unsolicited. The term
"opening uncovered purchase transaction in options to sell" as used above means
a transaction where the purchaser intends to become an owner of an option to
sell Common Stock which he does not own.

4. If the Securities are not shares of Common Stock or securities of the
Issuer that may be exchanged for or converted into Common Stock, you agree that
you will not bid for or purchase, or attempt to induce any other person to
purchase, any Securities or any other securities of the Issuer designated in
the Applicable AAU other than (i) as provided for in the Agreement or the
Underwriting Agreement, (ii) as approved by Morgan Stanley & Co. Incorporated
or (iii) as a broker in executing unsolicited orders.

5. You represent that you have not participated, since you were invited
to participate in the offering of the Securities, in any transaction prohibited
by Section 4.3 or 4.4 and that you have at all times complied with the
provisions of Rule 10b-6 of the Commission applicable to such offering.

<PAGE> 8

1. On the date on which the Underwriters are required to pay the Seller
for the Firm Securities, at the office of Morgan Stanley & Co. Incorporated, 55
Water Street, New York, New York, prior to 8:45 A.M. (New York City time) you
will deliver to the Manager a certified or official bank check, payable to the
order of Morgan Stanley & Co. Incorporated in New York Clearing House funds (or
other next day funds), for (i) an amount equal to the public offering price
less the selling concession in respect of the Firm Securities to be purchased
by you, (ii) an amount equal to the public offering price less the selling
concession in respect of such of the Firm Securities to be purchased by you as
shall have been retained by or released to you for direct sale or (iii) the
amount set forth or indicated in the Applicable AAU, as the Manager shall
advise. You will make similar payment as the Manager may direct for Additional
Securities, if any, to be purchased by you on the date specified by the Manager
for such payment. The Manager will make payment to the Seller against delivery
to the Manager for your account of the Securities to be purchased by you and
the Manager will deliver to you the Securities paid for by you which shall have
been retained by or released to you for direct sale. Unless you promptly give
the Manager written instructions otherwise, if transactions in the Securities
may be settled through the facilities of The Depository Trust Company, payment
for and delivery of Securities purchased by you will be made through such
facilities, if you are a member, or, if you are not a member, settlement may be
made through your ordinary correspondent who is a member.

VI.

1. You authorize the Manager to charge your account as compensation for
the Manager's services in connection with the Securities, including the
purchase from the Seller and the management of the offering of the Securities,
the amount, if any, set forth as the Management Fee in the Applicable OWE.

2. You authorize the Manager to charge your account with your underwriting
percentage of all expenses incurred by the Manager under the Agreement in
connection with the offering of the Securities or in connection with the
purchase, carrying and sale of any securities of the Issuer under the Agreement.

VII.

1. You authorize the Manager to advance the Manager's own funds for your
account, charging current interest rates, or to arrange loans for your account
for the purpose of carrying out the provisions of the Agreement and, in
connection therewith, to hold or pledge as security therefor all or any
securities of the Issuer which the Manager may be holding for your account
under the Agreement.

<PAGE> 9

2. Out of payment received by the Manager for Securities sold for your
account which have been paid for by you, the Manager will remit to you promptly
an amount equal to the price paid by you for such Securities.

3. The Manager may deliver to you from time to time against payment, for
carrying purposes only, any securities of the Issuer purchased by you or for
your account under the Agreement which the Manager is holding for sale for your
account but which are not sold and paid for. You will redeliver to the Manager
against payment any securities of the Issuer delivered to you for carrying
purposes at such times as the Manager may demand.

VIII.

1. The Agreement shall terminate 30 days after the date of the initial
public offering of the Securities unless sooner terminated by the Manager. The
Manager may at its discretion by notice to you prior to the termination of the
Agreement alter any of the terms or conditions of offering determined pursuant
to Article II or III hereof, or terminate or suspend the effectiveness of
Article IV hereof, or any part thereof. No termination or suspension pursuant
to this paragraph shall affect the Manager's authority under Article IV hereof
to cover any short position incurred under the Agreement.

2. Upon termination of the Agreement or prior thereto at the Manager's
discretion, the Manager shall deliver to you any Securities purchased by you
from the Seller and held by the Manager for sale for your account to
institutions and dealers but not sold and paid for and any securities of the
Issuer which are held by the Manager for your account pursuant to the
provisions of Article IV hereof. If at the termination of the Agreement the
aggregate amount of any securities of the Issuer so held and not sold and paid
for does not exceed 10% of the aggregate amount of Securities, Morgan Stanley &
Co. Incorporated may, in its discretion, sell for the accounts of the several
Underwriters any such securities so held, at such prices, on such terms and in
such manner as it may determine. As soon as practicable after termination of
the Agreement, your account shall be settled and paid. The Manager may reserve
from distribution such amount as the Manager deems advisable to cover possible
additional expenses. The determination by the Manager of the amount so to be
paid to or by you shall be final and conclusive. Any of your funds in the
Manager's hands may be held with the Manager's general funds without
accountability for interest.

3. Notwithstanding any settlement on the termination of the Agreement, you
agree to pay any transfer taxes which may be assessed and paid after such
settlement on account of any sales or transfers under the Agreement for

<PAGE> 10

your account and your underwriting percentage of (i) all expenses incurred by
the Manager in investigating or defending against any claim or proceeding which
is asserted or instituted by any party (including any governmental or
regulatory body) other than an Underwriter relating to the Registration
Statement, any preliminary prospectus or Prospectus (or any amendment or
supplement thereto) and (ii) any liability, including attorneys' fees, incurred
by the Manager in respect of any such claim or proceeding, whether such
liability shall be the result of a judgment or as a result of any settlement
agreed to by the Manager, other than any such expense or liability as to which
the Manager receives indemnity pursuant to Section 8.4 or indemnity or
contribution pursuant to the Underwriting Agreement.

4. You agree to indemnify and hold harmless each other Underwriter and
each person, if any, who controls any such Underwriter within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the extent
and upon the terms which you agree to indemnify and hold harmless the Seller,
the Issuer, its directors, its officers who signed the Registration Statement
and any person controlling the Seller or the Issuer as set forth in the
Underwriting Agreement.

5. Regardless of any termination of the Agreement, your agreements
contained in Sections 8.3 and 8.4 shall remain operative and in full force and
effect regardless of (i) any termination of the Underwriting Agreement, (ii)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Seller or Issuer, its
directors or officers or any person controlling the Seller or Issuer and (iii)
acceptance of and payment for any Securities.

IX.

1. You understand that it is your responsibility to examine the
Registration Statement, the Prospectus, any amendment or supplement thereto
relating to the offering of the Securities, any preliminary prospectus and the
material, if any, incorporated by reference therein and you will familiarize
yourself with the terms of the Securities and the other terms of the offering
thereof which are to be reflected in the Prospectus and the
Applicable OWE. The Manager is authorized, with the approval of counsel for
the Underwriters, to approve on your behalf any amendments or supplements to
the Registration Statement or the Prospectus.

2. You will keep an accurate record of the names and addresses of all
persons to whom you give copies of the Registration Statement, the Prospectus
or any preliminary prospectus (or any amendment or supplement thereto), and,
when furnished with any subsequent amendment to the Registration Statement, any

<PAGE> 11

subsequent prospectus or any memorandum outlining changes in the Registration
Statement or any prospectus, you will, upon request of the Manager, promptly
forward copies thereof to such persons.

3. You confirm that the information that you have given or are deemed to
have given in response to the Underwriters' Questionnaire attached as Exhibit B
hereto which information has been furnished to the Issuer for use in the
Registration Statement or the Prospectus is correct. You will notify the
Manager immediately of any development before the termination of the Agreement
which makes untrue or incomplete any information that you have given or are
deemed to have given in response to the Underwriters' Questionnaire.

4. Unless you have promptly notified the Manager in writing otherwise,
your name as it should appear in the Prospectus and your address are set forth
on the signature pages hereof.

5. You represent that your commitment to purchase the Securities will not
result in a violation of the financial responsibility requirements of Rule
15c3-1 under the 1934 Act or of any similar provision of any applicable rules
of any securities exchange to which you are subject.

6. You represent that you are a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD") or that you are a foreign
bank or dealer not eligible for membership in the NASD. In making sales of
Securities, if you are such a member, you agree to comply with all applicable
rules of the NASD, including, without limitation, the NASD's Interpretation
with Respect to Free-Riding and Withholding and Section 24 of Article III of
the NASD's Rules of Fair Practice, or, if you are such a foreign bank or
dealer, you agree to comply with such Interpretation and Sections 8, 24 and 36
of such Article as though you were such a member and Section 25 of such Article
as it applies to a nonmember broker or dealer in a foreign country.

7. The Manager will file a Further State Notice with the Department of
State of New York, if required.

1. If the Underwriting Agreement is terminated as permitted by the terms
thereof, your obligations hereunder with respect to the offering of the
Securities shall immediately terminate except (i) as set forth in Section 8.5,
(ii) that you shall remain liable for your underwriting percentage of all
expenses and for any purchases or sales which may have been made for your
account pursuant

<PAGE> 12

to the provisions of Article IV hereof and (iii) that such termination shall
not affect any obligations of any defaulting Underwriter.

2. If any Underwriter shall default in its obligations (i) pursuant to
Section 4.1, (ii) to pay amounts charged to its account pursuant to Section 6.2
or (iii) pursuant to Section 8.3, 8.4 or 10.1, you will assume your
proportionate share (determined on the basis of the respective underwriting
percentages of the non-defaulting Underwriters) of such obligations, but no
such assumption shall relieve any defaulting Underwriter from liability for its
default.

3. The Manager is authorized to arrange for the purchase by others
(including the Manager or any other Underwriter) of any Securities not
purchased by any defaulting Underwriter. If such arrangements are made, the
respective amounts of Securities to be purchased by the remaining Underwriters
and such other person or persons, if any, shall be taken as the basis for all
rights and obligations hereunder, but this shall not relieve any defaulting
Underwriter from liability for its default.

4. If any Underwriter shall default in its obligation to purchase the
amount of Firm Securities or Additional Securities which it has agreed to
purchase under the Underwriting Agreement and to the extent that arrangements
shall not have been made by the Manager for others to assume the obligations of
such defaulting Underwriter, each non-defaulting Underwriter severally agrees
to assume, at the Manager's request, its share of the obligations of such
defaulting Underwriter in the proportion which the amount of Firm Securities
set forth opposite its name in the Underwriting Agreement bears to the
aggregate amount of Firm Securities set forth opposite the names of all
non-defaulting Underwriters in the Underwriting Agreement, or in such
proportions as the Manager may specify, provided that in no event shall the
amount of Securities which any Underwriter has agreed to purchase be increased
pursuant to this Section 10.4 and the Underwriting Agreement, without the
written consent of such Underwriter, by an amount in excess of one=ninth of the
amount of Securities which such Underwriter agreed to purchase before giving
effect to any such increase. No such assumption shall relieve any default
Underwriter from liability for its default.

XI.

1. If you are a foreign bank or dealer and you are not registered as a
broker-dealer under Section 15 of the 1934 Act, you agree that while you are
acting as an Underwriter in respect of the Securities and in any event during
the term of the Agreement, you will not directly or indirectly effect in, or
with persons who are nationals or residents of, the United States any
transactions

<PAGE> 13

(except for the purchases provided for in the Underwriting Agreement and
transactions contemplated by Articles II and IV hereof) in (i) Securities, (ii)
Common Stock, if the Securities are Common Stock or securities of the Issuer
that may be exchanged for or converted into Common Stock or (iii) any other
securities of the Issuer designated in the Applicable AAU.

2. If you are a foreign bank or dealer, you represent that in connection
with sales and offers to sell Securities made by you outside the United States
(a) you will not offer or sell any Securities in any jurisdiction except in
compliance with applicable laws and (b) you will either furnish to each person
to whom any such sale or offer is made a copy of the then current preliminary
prospectus, if any, or of the Prospectus (as then amended or supplemented), as
the case may be, or inform such person that such preliminary prospectus, if
any, or Prospectus will be available upon request. Any offering material in
addition to the then current preliminary prospectus or the Prospectus furnished
by you to any person in connection with any offers or sales referred to in the
preceding sentence (i) shall be prepared and so furnished at your sole risk and
expense and (ii) shall not contain information relating to the Securities or
the Issuer which is inconsistent in any respect with the information contained
in the then current preliminary prospectus, if any, or in the Prospectus (as
then amended or supplemented), as the case may be. It is understood that no
action has been taken by the Manager, the Seller or the Issuer to permit a
public offering in any jurisdiction other than the United States where action
would be required for such purpose.

XII.

1. Nothing contained in this Master Agreement Among Underwriters or the
Agreement constitutes you partners with the Manager or with the other
Underwriters and the obligations of you and of each of the other Underwriters
are several and not joint. Each Underwriter elects to be excluded from the
application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue
Code of 1954, as amended.

2. The Manager shall be under no liability to you for any act or omission
except for obligations expressly assumed by the Manager in the Agreement.

3. This Master Agreement Among Underwriters may be terminated by either
party hereto upon five business days' written notice to the other party;
provided that with respect to any Offering for which an AAU was sent prior to
such notice, this Master Agreement Among Underwriters as it applies to such
Offering shall remain in full force and effect and shall terminate with respect
to such Offering in accordance with Article VIII hereof.

<PAGE> 14

4. This Master Agreement Among Underwriters and the Agreement shall be
governed by and construed in accordance with the laws of the State of New York.

Please confirm your acceptance of this Master Agreement Among Underwriters
by signing and returning to us the enclosed duplicate copy hereof.

Very truly yours,

MORGAN STANLEY & CO.
INCORPORATED

By
--------------------------
Managing Director

Confirmed and accepted
as of August 1, 1982

.................................
(Name of Underwriter)

..................................

..................................
(Address)

By ...............................
Title:

(If person signing is not an officer or partner,
please attach instrument of authorization.)

<PAGE> 15

EXHIBIT A

[name of participating underwriter]

MORGAN STANLEY & CO. INCORPORATED

AGREEMENT AMONG UNDERWRITERS

[date]

[Name of Issuer]

[Title of Securities]

Dear Sirs:

[Name of Issuer] (the "Issuer") proposes to issue and sell [specify
amount] [Title of Securities] (the "Firm Securities") pursuant to the
Underwriting Agreement, to be dated , 19 (the "Underwriting
Agreement"), between the Issuer and ourselves (the "Manager"), on behalf of the
several underwriters named therein (the "Underwriters").(1) [In addition, the
several Underwriters shall have an option to purchase from [Name of Seller] an
additional [specify amount] [Title of Securities] (the "Additional Securities")
to cover over-allotments.](2) The term Securities shall mean the Firm
Securities [and the Additional Securities].(2)

Except to the extent supplemented or superseded by the terms set forth
herein, the provisions contained in the Morgan Stanley & Co. Incorporated
Master Agreement Among Underwriters dated August 1, 1982 (the "Master
Agreement"), are incorporated by reference herein.

You hereby confirm your agreement with the Manager with respect to the
offering of the Securities and with respect to the purchase by the Manager and
the other Underwriters, including yourselves, severally of the Securities [for
which delayed delivery contracts ("Delayed Delivery Contracts") are not entered
into by the Issuer as contemplated in the Underwriting Agreement].(3) [You
hereby agree that any action that the Manager is authorized to take, under the
Underwriting Agreement, this Agreement or the Master Agreement may be taken by
Morgan Stanley & Co. Incorporated on the Manager's behalf.](4)

You hereby agree to purchase up to [specify amount] of Firm Securities
[and up to [specify amount] of Additional Securities](2) pursuant to the
Underwriting Agreement on the following terms:

<PAGE> 16

Price to Public:(5)

Purchase Price:(5)

Underwriting Fee:

Selling Concession:

Reallowance:

[Fee for delayed delivery

securities:](3)

Management Fee:

Offering Date:

Anticipated Closing Date:

together with any other additional securities of the Issuer which you may
be required to purchase pursuant to the Master Agreement.

[Principal terms of Securities, if appropriate, e.g., yield, sinking fund,
call protection, redemption rights.]

[The trustee for the indenture under which the Securities will be issued
is [Name of Trustee] [, a subsidiary of [Name of trustee's parent company].](6)

[You will not, without the Manager's consent, sell any of the Securities
to any account over which you exercise discretionary authority].(7)

[The amount of the Securities you hereby agree to purchase may be reduced
on the terms set forth in the Master Agreement by sales of Securities pursuant
to Delayed Delivery Contracts.](3)

[[Title of Restricted Securities] are hereby designated as "other
Securities of the Issuer" referred in Sections 4.1, 4.4 and 11.1 of the Master
Agreement.](8)

Unless we receive a notice to the contrary by wire, telex or other written
means from you by [specify time], you agree to accept your participation in the
offering and confirm that you have no exceptions to the Underwriters'
Questionnaire attached as Exhibit B to the Master Agreement.

<PAGE> 17

Please contact [insert name] at [insert phone number] of Morgan Stanley &
Co. Incorporated or [insert name] at [insert phone number] of the [Issuer] if
you have any questions relating to the offering of the Securities, including
the terms of the Underwriting Agreement or any other matters.

Very truly yours,

MORGAN STANLEY & CO.
INCORPORATED

By
-----------------------------
Title:

[MORGAN STANLEY & CO.
INCORPORATED]

Name of Co-Manager

By: MORGAN STANLEY & CO.
INCORPORATED

By
-----------------------------
Title:(4)

<PAGE> 18

EXHIBIT B

UNDERWRITERS' QUESTIONNAIRE

In connection with each Offering governed by the Morgan Stanley & Co.
Incorporated Master Agreement Among Underwriters dated August 1, 1982, except
as indicated in a reply to the applicable AAU, each underwriter participating
in such Offering severally advises the Issuer that:

(a) neither such underwriter nor any of its directors, officers or
partners have a material relationship, as "material" is defined in Regulation C
under the Securities Act of 1933, with the Issuer;

(b) if the Registration Statement is on Form S-1, neither such underwriter
nor any "group" (as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934) of which such underwriter is aware is the beneficial
owner of more than 5% of any class of voting securities of the Issuer;

(c) other than as may be stated in the Morgan Stanley & Co. Incorporated
Master Agreement Among Underwriters dated August 1, 1982, the Applicable AAU,
the dealer agreement, if any, the Prospectus or the Registration Statement,
such underwriter does not know and has no reason to believe that there is an
intention to over-allot or that the price of any security may be stabilized to
facilitate the offering of the Securities;

(d) other than as may be stated in the Prospectus, such underwriter does
not know of any other discounts or commissions to be allowed or paid to the
underwriters or of any other items that would be deemed by the National
Association of Securities Dealers, Inc. to constitute underwriting compensation
for purposes of the Association's Rules of Fair Practice and such underwriter
does not know of any discounts or commissions to be allowed or paid to dealers,
including any cash, securities, contracts or other consideration to be received
by any dealer in connection with the sale of the Securities;

(e) if the Securities are to be issued under an indenture qualified under
the Trust Indenture Act of 1939:

(i) such underwriter (if a corporation) does not have outstanding nor
has such underwriter assumed or guaranteed any securities issued otherwise
than in its present corporate name;

<PAGE> 19

(ii) neither such underwriter nor any of its directors, officers or
partners is an affiliate, as defined in Rule O-2 under the Trust Indenture
Act of 1939, of the Trustee or its parent holding company, if any, and
neither of them nor any of their directors or executive officers is a
director, officer, partner, employee, appointee or representative of such
underwriter as designated in said Act; and

(iii) neither such underwriter nor any of its directors, executive
officers or partners owns beneficially any shares of voting securities of
the Trustee or its parent holding company, if any; and

(f) such underwriter has not prepared any report or memorandum for
external use in connection with the offering of the Securities; and if the
Registration Statement is on Form S-1, such underwriter has not prepared any
engineering, management or similar reports or memoranda relating to broad
aspects of the business, operations or products of the Issuer within the past
twelve months (except for reports solely comprised of recommendations to buy,
sell or hold the securities of the Issuer, unless such recommendations have
changed within the past six months).

If an underwriter notes an exception with respect to material of the type
referred to in clause (f), such underwriter will send three copies of each item
of such material, together with a statement as to distribution identifying
classes of recipients and the number of copies distributed to each such class,
to Morgan Stanley & Co. Incorporated, 1251 Avenue of the Americas, New York,
New York 10020, Attention: Syndicate Department.

As used herein, the term "beneficially" is defined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934.

<PAGE> 20

1.Use the following alternate language if the Issuer is not the seller or the
only seller of the Firm Securities: "[Names of Sellers] propose to sell
[specify amount] [Title of Securities] (the "Firm Securities") of [Name of
Issuer] (the "Issuer") pursuant to the Underwriting Agreement, to be dated
, 19 (the "Underwriting Agreement"), among [Names of Sellers] and
ourselves (the "Manager"), on behalf of the several underwriters named therein
(the "Underwriters").

2.Include bracketed material only if there is an over-allotment option.

3.Include bracketed material only if there are delayed delivery contracts.

4.Include bracketed material only if there are co-managers.

5.Include formula price language if appropriate.

6.Include bracketed material only for Securities to be issued under an
indenture qualified under the Trust Indenture Act of 1939.

7.Include bracketed material only if the Issuer was not, immediately prior to
filing the Registration Statement, subject to the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934.

8.Include bracketed material if trading in designated securities is to be
restricted.

<PAGE> 1
EXHIBIT (h)(3)

MORGAN STANLEY & CO.
INCORPORATED
1251 Avenue of the Americas
New York, New York 10020

MASTER DEALER AGREEMENT

August 1, 1982

Dear Sirs:

From time to time we may invite you (and others) to participate on the
terms set forth herein as dealer in connection with certain public offerings of
securities by one or more underwriters ("UNDERWRITERS") that are managed by us.
If we invite you to participate in a specific offering (an "Offering") to
which this Master Dealer Agreement shall apply, we shall give you express
notice (a "Pricing Wire") by wire, telex or other written means specifying (i)
the securities to be offered and the issuer thereof, (ii) the offering terms,
including, if applicable, the public offering price, concession and reallowance
with respect to such securities and (iii) the extent to which the general
provisions set forth in this Master Dealer Agreement shall apply.

Each Pricing Wire shall also set forth your allotment for the Offering to
which it relates and you hereby agree to accept such allotment on the terms set
forth or contemplated herein and in such Pricing Wire without further action on
your part. YOU MAY DECLINE SUCH ALLOTMENT ONLY IF WE RECEIVE BY WIRE, TELEX OR
OTHER WRITTEN MEANS A NOTICE FROM YOU TO THAT EFFECT BEFORE THE TIME SPECIFIED
IN SUCH PRICING WIRE FOR SUCH A NOTICE. IF WE DO NOT RECEIVE SUCH A NOTICE BY
SUCH TIME, SUCH PRICING WIRE SHALL BE BINDING UPON YOU AND SHALL CONSTITUTE A
RECONFIRMATION OF YOUR ACCEPTANCE OF THIS MASTER DEALER AGREEMENT.

<PAGE> 2

Except to the extent that the applicable Pricing Wire provides otherwise,
you hereby agree as follows with respect to each Offering to which we invite
you to participate as a dealer. For purposes of the following provisions, with
respect to any Offering, the term Securities means the securities to be
publicly offered; the term preliminary prospectus means any preliminary
prospectus relating to the offering of the Securities or any preliminary
prospectus supplement together with a prospectus relating to the offering of
the Securities; the term Prospectus means the prospectus, together with the
final prospectus supplement, if any, relating to the offering of the
Securities, filed pursuant to Rule 424 under the Securities Act of 1933; and
the terms Public Offering Price and Reallowance shall mean, respectively, the
public offering price and reallowance, if any, then in effect with respect to
the Securities.

1. Securities sold to you for reoffering shall be promptly offered to the
public upon the terms set forth in the Prospectus and the Pricing Wire. If a
Reallowance is in effect for the Offering, Securities may also be offered for
sale at a concession from the Public Offering Price not in excess of the
Reallowance to any Underwriter or to any other member of the National
Association of Securities Dealers, Inc. (the "NASD") or to any foreign bank or
dealer (not eligible for membership in the NASD), who enters into an agreement
with us in the form of this Master Dealer Agreement and whom we have invited to
participate as a dealer in connection with the Offering.

2. If the Securities are shares of common stock ("Common Stock") of the
issuer thereof (the "Issuer") or securities of the Issuer that may be exchanged
for or converted into Common Stock, you agree that you will not, without our
approval in advance, at any time prior to the completion by you of distribution
of Securities acquired by you pursuant to this Master Dealer Agreement and the
applicable Pricing Wire, buy, sell, deal or trade in (i) any Common Stock, (ii)
any security of the Issuer convertible into Common Stock or (iii) any right or
option to acquire or sell Common Stock or any security of the Issuer
convertible into Common Stock, for your own account or for the account of a
customer, except:

(a) as provided for in this Master Dealer Agreement, the applicable
Pricing Wire, the agreement among underwriters, if any, or the
underwriting agreement relating to the Securities;

(b) that you may convert any security of the Issuer convertible into
Common Stock owned by you and sell the Common Stock acquired upon such
conversion and that you may deliver Common Stock owned by

<PAGE> 3

you upon the exercise of any option written by you as permitted by the
provisions set forth herein;

An opening uncovered writing transaction in options to acquire Common
Stock for your account or for the account of a customer shall be deemed, for
purposes of this Section 1.2, to be a sale of Common Stock which is not
unsolicited. The term "opening uncovered writing transaction in options to
acquire" as used above means a transaction where the seller intends to become a
writer of an option to purchase any Common Stock which he does not own. An
opening uncovered purchase transaction in options to sell Common Stock for your
account or for the account of a customer shall be deemed, for purposes of this
paragraph, to be a sale of Common Stock which is not unsolicited. The term
"opening uncovered purchase transaction in options to sell" as used above means
a transaction where the purchaser intends to become an owner of an option to
sell Common Stock which he does not own.

3. If the Securities are not shares of Common Stock or securities of the
Issuer that may be exchanged for or converted into Common Stock, you agree that
you will not bid for or purchase, or attempt to induce any other person to
purchase, any Securities or any other securities of the Issuer designated in
the Pricing Wire other than (i) as provided in this Master Dealer Agreement,
the agreement among underwriters, if any, or the underwriting agreement
relating to the Securities or (ii) as a broker in executing unsolicited orders.

4. You represent that you have not participated, since the date you were
invited to participate in the offering of the Securities, in any transaction
prohibited by Section 1.2 or 1.3 and that you have at all times complied with
the provisions of Rule 10b-6 of the Securities and Exchange Commission
applicable to such offering.

5. You agree to advise us from time to time upon request, prior to the
termination of this Master Dealer Agreement as it applies to the offering of
the Securities, of the amount of Securities remaining unsold which were
purchased by

<PAGE> 4

you from us or from any other Underwriter or dealer for reoffering and, on our
request, you will resell to us any such Securities remaining unsold at the
purchase price thereof if, in our opinion, such Securities are needed to make
delivery against sales made to others.

6. If prior to the termination of this Master Dealer Agreement as it
applies to the offering of the Securities (or prior to such earlier date as we
have determined) we purchase or contract to purchase in the open market or
otherwise any Securities which were purchased by you from us or from any other
Underwriter or dealer for reoffering (including any Securities which may have
been issued on transfer or in exchange for such Securities), and which
Securities were therefore not effectively placed for investment by you, you
authorize us either to charge your account with an amount equal to the
concession from the Public Offering Price at which you purchased such
Securities, which shall be credited against the cost of such Securities, or to
require you to repurchase such Securities at a price equal to the total cost of
such purchase, including any commissions and transfer taxes on redelivery.

II.

1. If you purchase any Securities from us in connection with your
participation as dealer in such Offering, you agree that such purchases will be
evidenced by our written confirmation and will be subject to the terms and
conditions set forth in the confirmation and in the Prospectus.

2. Securities purchased by you from us in connection with your
participation as dealer in such Offering shall be paid for in full at (i) the
Public Offering Price, (ii) such price less the applicable concession or (iii)
the price set forth or indicated in the Pricing Wire, as we shall advise, at
the office of Morgan Stanley & Co. Incorporated, 55 Water Street, New York, New
York, at such time and on such day as we may advise you, by certified or
official bank check payable in New York Clearing House funds (or other next day
funds) to the order of Morgan Stanley & Co. Incorporated against delivery of
the Securities. If you are called upon to pay the Public Offering Price for
the Securities purchased by you, the applicable concession will be paid to you,
less any amounts charged to your account pursuant to Article I above, after
termination of this Master Dealer Agreement as it applies to the offering of
the Securities. Unless you promptly give us written instructions otherwise, if
transactions in the Securities may be settled through the facilities of The
Depository Trust Company, payment for and delivery of Securities purchased by
you will be made through such facilities, if you are a member, or, if you are
not a member, settlement may be made through your ordinary correspondent who is
a member.

<PAGE> 5

III.

1. We will advise you of the date and time of termination of this Master
Dealer Agreement as it applies to the offering of the Securities or of any
designated provisions hereof. This Master Dealer Agreement shall, in any
event, terminate with respect to the offering of the Securities 30 days after
the date of the initial public offering of the Securities unless sooner
terminated by us.

IV.

1. In purchasing Securities, you will rely only on the Prospectus and on
no other statements whatsoever, written or oral.

2. You represent that you are a member in good standing of the NASD or
that you are a foreign bank or dealer, not eligible for membership in the NASD,
which agrees not to offer or sell any Securities in, or to persons who are
nationals or residents of, the United States. In making sales of Securities,
if you are such a member, you agree to comply with all applicable rules of the
NASD, including, without limitation, the NASD's Interpretation with Respect to
Free-Riding and Withholding and Section 24 of Article III of the NASD's Rules
of Fair Practice, or, if you are such a foreign bank or dealer, you agree to
comply with such Interpretation and Sections 8, 24 and 36 of such Article as
though you were such a member and Section 25 of such Article as it applies to a
nonmember broker or dealer in a foreign country.

3. If you are a foreign bank or dealer, you represent that in connection
with sales and offers to sell Securities made by you outside the United States
(a) you will not offer or sell any Securities in any jurisdiction except in
compliance with applicable laws and (b) you will either furnish to each person
to whom any such sale or offer is made a copy of the then current preliminary
prospectus, if any, or of the Prospectus (as then amended or supplemented), as
the case may be, or inform such person that such preliminary prospectus, if
any, or Prospectus will be available upon request. Any offering material in
addition to the then current preliminary prospectus or the Prospectus
furnished by you to any person in connection with any offers or sales referred
to in the preceding sentence (i) shall be prepared and so furnished at your
sole risk and expense and (ii) shall not contain information relating to the
Securities or the Issuer which is inconsistent in any respect with the
information contained in the then current preliminary prospectus, if any, or
in the Prospectus (as then amended or supplemented), as the case may be. It
is understood that no action has been taken by us or the Issuer to permit a
public offering in any jurisdiction other than the United States where action
would be required for such purpose.

<PAGE> 6

4. You will not give any information or make any representations other
than those contained in the Prospectus, or act as agent for the Issuer, any
Underwriter or us.

5. You agree that we, as manager or co-manager of the offering of the
Securities, have full authority to take such action as may seem advisable to us
in respect of all matters pertaining to such offering.

6. Neither we, as manager, nor any Underwriter shall be under any
liability to you for any act or omission, except for obligations expressly
assumed by us in this Master Dealer Agreement.

7. All communications to us relating to the offering of the Securities
shall be addressed to the Syndicate Department, Morgan Stanley & Co.
Incorporated, 1251 Avenue of the Americas, New York, New York 10020. Unless
you have otherwise notified us in writing, any notices to you shall be deemed
to have been duly given if mailed or telegraphed to you at the address shown
below.

1. Neither we, as manager, nor any Underwriter will have any
responsibility with respect to the right of any dealer to sell Securities in
any jurisdiction, notwithstanding any information we may furnish in that
connection.

VI.

1. This Master Dealer Agreement may be terminated by either party hereto
upon five business days' written notice to the other party; provided that with
respect to any Offering for which a Pricing Wire was sent prior to such notice,
this Master Dealer Agreement as it applies to such Offering shall remain in
full force and effect and shall terminate with respect to such Offering in
accordance with Article III hereof.

2. This Master Dealer Agreement and each Pricing Wire shall be governed by
and construed in accordance with the laws of the State of New York.

Please confirm your acceptance of this Master Dealer Agreement by signing
and returning to us the enclosed duplicate copy hereof.

<PAGE> 7

Very truly yours,

MORGAN STANLEY & CO.
INCORPORATED

By
------------------------------
Managing Director

Confirmed and accepted
as of August 1, 1982

(Name of Dealer)

(Address)

By
----------------------
Title:

(If person signing is not an officer or partner,
please attach instrument of authorization.)

<PAGE> 1
EXHIBIT(j(1))

CUSTODIAN CONTRACT
Between
EACH OF THE PARTIES LISTED ON APPENDIX A
and
STATE STREET BANK AND TRUST COMPANY
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Employment of Custodian and Property to be Held By
It . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the United States . . . . . . 2

2.1 Holding Securities . . . . . . . . . . . . . . . . . . . . 2
2.2 Delivery of Securities . . . . . . . . . . . . . . . . . . 2
2.3 Registration of Securities . . . . . . . . . . . . . . . . 4
2.4 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Availability of Federal Funds . . . . . . . . . . . . . . 5
2.6 Collection of Income . . . . . . . . . . . . . . . . . . . 5
2.7 Payment of Fund Moneys . . . . . . . . . . . . . . . . . . 6
2.8 Liability for Payment in Advance of
Receipt of Securities Purchased . . . . . . . . . . . . . 7
2.9 Appointment of Agents . . . . . . . . . . . . . . . . . . 7
2.10 Deposit of Fund Assets in Securities System . . . . . . . 8
2.11 Fund Assets Held in the Custodian's Direct
Paper System . . . . . . . . . . . . . . . . . . . . . . . 9
2.12 Segregated Account . . . . . . . . . . . . . . . . . . . . 10
2.13 Ownership Certificates for Tax Purposes . . . . . . . . . 10
2.14 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.15 Communications Relating to Fund Securities . . . . . . . . 11

3. Duties of the Custodian with Respect to Property of
the Fund Held Outside of the United States . . . . . . . . . . . . 11

3.1 Appointment of Foreign Sub-Custodians . . . . . . . . . . 11
3.2 Assets to be Held . . . . . . . . . . . . . . . . . . . . 11
3.3 Foreign Securities Systems . . . . . . . . . . . . . . . . 12
3.4 Agreements with Foreign Banking Institutions . . . . . . . 12
3.5 Access of Independent Accountants of the Fund . . . . . . 12
3.6 Reports by Custodian . . . . . . . . . . . . . . . . . . . 12
3.7 Transactions in Foreign Custody Account . . . . . . . . . 13
3.8 Liability of Foreign Sub-Custodians . . . . . . . . . . . 13
3.9 Liability of Custodian . . . . . . . . . . . . . . . . . . 13
3.10 Reimbursement for Advances . . . . . . . . . . . . . . . . 14
3.11 Monitoring Responsibilities . . . . . . . . . . . . . . . 14
3.12 Branches of U.S. Banks . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
3.13 Tax Law . . . . . . . . . . . . . . . . . . . . . . . . . 15

4. Payments for Sales or Repurchase or Redemptions
of Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . 15

5. Proper Instructions . . . . . . . . . . . . . . . . . . . . . . . 16

6. Actions Permitted Without Express Authority . . . . . . . . . . . 16

7. Evidence of Authority . . . . . . . . . . . . . . . . . . . . . . 17

8. Duties of Custodian With Respect to the Books
of Account and Calculation of Net Asset Value
and Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . 17

9. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

10. Opinion of Fund's Independent Accountants . . . . . . . . . . . . 18

11. Reports to Fund by Independent Public Accountants . . . . . . . . 18

12. Compensation of Custodian . . . . . . . . . . . . . . . . . . . . 18

13. Responsibility of Custodian . . . . . . . . . . . . . . . . . . . 18

14. Effective Period, Termination and Amendment . . . . . . . . . . . 19

15. Successor Custodian . . . . . . . . . . . . . . . . . . . . . . . 20

16. Interpretive and Additional Provisions . . . . . . . . . . . . . . 21

17. Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . 21

18. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . 22

19. Prior Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 22

20. Shareholder Communications . . . . . . . . . . . . . . . . . . . . 22

21. Limitation of Liability . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
<PAGE> 4
CUSTODIAN CONTRACT

This Contract between each fund or series of a fund listed on
Appendix A which evidences its agreement to be bound hereby by executing a copy
of this Contract (each such fund is individually hereafter referred to as
the "Fund"), and State Street Bank and Trust Company, a Massachusetts trust
company, having its principal place of business at 225 Franklin Street, Boston,
Massachusetts, 02110, hereinafter called the "Custodian",

WITNESSETH:

WITNESSETH THAT, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It

The Fund hereby employs the Custodian as the custodian of the assets
of the Fund, including securities which the Fund desires to be held in places
within the United States ("domestic securities") and securities it desires to
be held outside the United States ("foreign securities") pursuant to the
provisions of the Fund's governing documents. The Fund agrees to deliver to
the Custodian all securities and cash of the Fund, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by the Fund from time to time, and the cash consideration
received by it for such new or treasury shares of capital stock, beneficial
interest or partnership interest, as applicable, of the Fund, ("Shares") as
may be issued or sold from time to time. The Custodian shall not be
responsible for any property of a Fund held or received by the Fund and not
delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall on behalf of the applicable Fund(s) from time to time
employ one or more sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Trustees of the Fund, and
provided that the Custodian shall have no more or less responsibility or
liability to the Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may employ as sub-custodian for the Fund's foreign securities the
foreign banking institutions and foreign securities depositories designated in
Schedule A hereto but only in accordance with the provisions of Article 3.

1
<PAGE> 5
2. Duties of the Custodian with Respect to Property of the Fund Held By
the Custodian in the United States

2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of each Fund all non-cash property to be held by it in
the United States including all domestic securities owned by such Fund
other than (a) securities which are maintained pursuant to Section 2.10
in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury
(and certain federal agencies collectively referred to herein as
"Securities System") and (b) commercial paper of an issuer for
which State Street Bank and Trust Company acts as issuing and paying
agent ("Direct Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian (the "Direct Paper System")
pursuant to Section 2.11.

2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by a Fund held by the Custodian or in a
U.S. Securities System account of the Custodian or in the Custodian's
Direct Paper book entry system account ("Direct Paper System Account")
only upon receipt of Proper Instructions from the Fund, which may be
continuing instructions when deemed appropriate by the parties, and
only in the following cases:

1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;

3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 2.10
hereof;

4) To the depository agent in connection with tender or other
similar offers for securities of the Fund;

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

6) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee or nominees
of the Custodian or into the name or nominee

2
<PAGE> 6
name of any agent appointed pursuant to Section 2.9 or into
the name or nominee name of any sub-custodian appointed
pursuant to Article 1; or for exchange for a different number
of bonds, 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 the
Custodian;

7) Upon the sale of such securities for the account of the Fund,
to the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom;
provided that in any such case, the Custodian shall have no
responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;

10) For delivery in connection with any loans of securities made
by the Fund, but only against receipt of adequate collateral
as agreed upon from time to time by the Custodian and the
Fund, which may be in the form of cash or obligations issued
by the United States government, its agencies or
instrumentalities, except that in connection with any loans
for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S.
Department of the Treasury, the Custodian will not be held
liable or responsible for the delivery of securities owned by
the Fund prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed;

3
<PAGE> 7
12) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), 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 by the Fund;

13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any
similar organization or organizations, regarding account
deposits in connection with transactions by the Fund;

14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such Transfer
Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time
in the currently effective prospectus and statement of
additional information of the Fund ("Prospectus"), in
satisfaction of requests by holders of Shares for repurchase
or redemption;

15) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions from the Fund, a
certified copy of a resolution of the Board of Trustees,
specifying the securities of the Fund to be delivered, setting
forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such
securities shall be made; and

16) Upon termination of the Contract.

2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Fund or in the name of any nominee of the Fund or of any nominee of
the Custodian which nominee shall be assigned exclusively to the Fund,
unless the Fund has authorized in writing the appointment of a nominee
to be used in common with other registered investment companies having
the same investment adviser as the Fund, or in the name or nominee
name of any agent appointed pursuant to Section 2.9 or in the name or
nominee name of any sub-custodian appointed pursuant to

4
<PAGE> 8
Article 1. All securities accepted by the Custodian on behalf of the
Fund under the terms of this Contract shall be in "street name" or
other good delivery form. If, however, the Fund directs the Custodian
to maintain securities in "street name", the Custodian shall utilize
its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of
relevant corporate actions including, without limitation, pendency of
calls, maturities, tender or exchange offers.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Fund ,
subject only to draft or order by the Custodian acting pursuant to the
terms of this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for
the account of the Fund, other than cash maintained by the Fund in a
bank account established and used in accordance with Rule 17f-3 under
the Investment Company Act of 1940. Funds held by the Custodian for a
Fund may be deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies
as it may in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be qualified to
act as a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited with each
such bank or trust company shall on behalf of each applicable Fund be
approved by vote of a majority of the Board of Trustees of the Fund.
Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that
capacity.

2.5 Availability of Federal Funds. Upon mutual agreement between the Fund
and the Custodian, the Custodian shall, upon the receipt of Proper
Instructions from the Fund, make federal funds available to such Fund
as of specified times agreed upon from time to time by the Fund and
the Custodian in the amount of checks received in payment for Shares
of such Fund which are deposited into the Fund's account.

2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other
payments with respect to registered domestic securities held hereunder
to which each Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis
all income and other payments with respect to bearer domestic
securities if, on the date of payment by the issuer, such securities
are held by the Custodian or its agent thereof and shall credit such
income, as collected, to such Fund's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach
and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest
when

5
<PAGE> 9
due on securities held hereunder. Income due each Fund on securities
loaned pursuant to the provisions of Section 2.2 (10) shall be the
responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund
with such information or data as may be necessary to assist the Fund
in arranging for the timely delivery to the Custodian of the income to
which the Fund is properly entitled.

2.7 Payment of Fund Moneys. Upon receipt of Proper Instructions from the
Fund, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out moneys of a Fund in the
following cases only:

1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Fund but only (a) against the delivery of such securities
or evidence of title to such options, futures contracts or
options on futures contracts to the Custodian (or any bank,
banking firm or trust company doing business in the United
States or abroad which is qualified under the Investment
Company Act of 1940, as amended, to act as a custodian and has
been designated by the Custodian as its agent for this purpose)
registered in the name of the Fund or in the name of a nominee
of the Custodian referred to in Section 2.3 hereof or in proper
form for transfer; (b) in the case of a purchase effected
through a U.S. Securities System, in accordance with the
conditions set forth in Section 2.10 hereof; (c) in the case of
a purchase involving the Direct Paper System, in accordance
with the conditions set forth in Section 2.11; (d) in the case
of repurchase agreements entered into between the Fund and the
Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either
in certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the Custodian along
with written evidence of the agreement by the Custodian to
repurchase such securities from the Fund or (e) for transfer to
a time deposit account of the Fund in any bank, whether
domestic or foreign; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable
bank pursuant to Proper Instructions from the Fund as defined
in Article 5;

2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2
hereof;

6
<PAGE> 10
3) For the redemption or repurchase of Shares issued by the Fund
as set forth in Article 4 hereof;

4) 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, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares of the Fund
declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of
securities sold short;

7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund, a certified copy
of a resolution of the Board of Trustees, specifying the amount
of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper
purpose, and naming the person or persons to whom such payment
is to be made; and

8) Upon termination of this Contract.

2.8 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of domestic securities for the
account of a Fund is made by the Custodian in advance of receipt of
the securities purchased in the absence of specific written
instructions from the Fund to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.

2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the Investment Company
Act of 1940, as amended, to act as a custodian, as its agent to carry
out such of the provisions of this Article 2 as the Custodian may from
time to time direct; provided, however, that the appointment of any
agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder.

7
<PAGE> 11
2.10 Deposit of Fund Assets in U.S. Securities Systems. The Custodian may
deposit and/or maintain securities owned by a Fund in a clearing agency
registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "U.S. Securities System" in accordance with
applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:

1) The Custodian may keep securities of the Fund in a U.S.
Securities System provided that such securities are represented
in an account ("Account") of the Custodian in the U.S.
Securities System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

2) The records of the Custodian with respect to securities of the
Fund which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the
U.S. Securities System that such securities have been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such payment and
transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon (i)
receipt of advice from the U.S. Securities System that payment
for such securities has been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund.
Copies of all advices from the U.S. Securities System of
transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Custodian
and be provided to the Fund at its request. Upon request, the
Custodian shall furnish the Fund confirmation of each transfer
to or from the account of the Fund in the form of a written
advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the
U.S. Securities System for the account of the Fund.

4) The Custodian shall provide the Fund with any report obtained
by the Custodian on the U.S. Securities System's accounting
system, internal accounting control and procedures for
safeguarding securities deposited in the U.S. Securities
System;

8
<PAGE> 12
5) The Custodian shall have received from the Fund the initial or
annual certificate, as the case may be, required by Article 14
hereof;

6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the U.S. Securities System by
reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent to
enforce effectively such rights as it may have against the U.S.
Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with
respect to any claim against the U.S. Securities System or any
other person which the Custodian may have as a consequence of
any such loss or damage if and to the extent that the Fund has
not been made whole for any such loss or damage.

2.11 Fund Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain securities owned by a Fund in
the Direct Paper System of the Custodian subject to the following
provisions:

1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund ;

2) The Custodian may keep securities of the Fund in the Direct
Paper System only if such securities are represented in an
account of the Custodian in the Direct Paper System which shall
not include any assets of the Custodian other than assets held
as a fiduciary, custodian or otherwise for customers;

3) The records of the Custodian with respect to securities of the
Fund which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Fund;

4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the records
of the Custodian to reflect such payment and transfer of
securities to the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon the
making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the
Fund;

9
<PAGE> 13
5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form of a
written advice or notice, of Direct Paper on the next business
day following such transfer and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's
transaction in the U.S. Securities System for the account of
the Fund;

6) The Custodian shall provide the Fund with any report on its
system of internal accounting control as the Fund may
reasonably request from time to time.

2.12 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund establish and maintain a segregated account
or accounts for and on behalf of each such Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to
Section 2.10 hereof, (i) in accordance with the provisions of any
agreement among the Fund , the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options Clearing
Corporation and 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 by the
Fund, (ii) for purposes of segregating cash or government securities
in connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold by
the Fund, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or
any subsequent release or releases of the Securities and Exchange
Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions from the Fund , a certified copy of a
resolution of the Board of Trustees setting forth the purpose or
purposes of such segregated account and declaring such purposes
to be proper corporate purposes.

2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Fund held by it
and in connection with transfers of securities.

10
<PAGE> 14
2.14 Proxies. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Fund such proxies, all proxy soliciting
materials and all notices relating to such securities.

2.15 Communications Relating to Fund Securities. Subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the Fund all
written information (including, without limitation, pendency of calls
and maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put options
written by the Fund and the maturity of futures contracts purchased
or sold by the Fund) received by the Custodian from issuers of the
securities being held for the Fund. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or
his agents) making the tender or exchange offer. If the Fund desires
to take action with respect to any tender offer, exchange offer or any
other similar transaction, the Fund shall notify the Custodian at
least three business days prior to the date on which the Custodian is
to take such action.

3. Duties of the Custodian with Respect to Property of the Fund Held
Outside of the United States

3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for the Fund's
securities and other assets maintained outside the United States the
foreign banking institutions and foreign securities depositories
designated on Schedule A hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions", as defined in Section 5 of this
Contract, together with a certified resolution of the Fund's Board of
Trustees, the Custodian and the Fund may agree to amend Schedule A
hereto from time to time to designate additional foreign banking
institutions and foreign securities depositories to act as
sub-custodian. Upon receipt of Proper Instructions, the Fund may
instruct the Custodian to cease the employment of any one or more such
sub-custodians for maintaining custody of the Fund's assets.

3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to:
(a) "foreign securities", as defined in

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<PAGE> 15
paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of
1940, and (b) cash and cash equivalents in such amounts as the
Custodian or the Fund may determine to be reasonably necessary to
effect the Fund's foreign securities transactions. The Custodian
shall identify on its books as belonging to the Fund, the foreign
securities of the Fund held by each foreign sub-custodian.

3.3 Foreign Securities Systems. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of the Funds shall be
maintained in a clearing agency which acts as a securities depository
or in a book-entry system for the central handling of securities
located outside of the United States (each a "Foreign Securities
System") only through arrangements implemented by the foreign banking
institutions serving as sub-custodians pursuant to the terms hereof
(Foreign Securities Systems and U.S. Securities Systems are
collectively referred to herein as the "Securities Systems"). Where
possible, such arrangements shall include entry into agreements
containing the provisions set forth in Section 3.5 hereof.

3.4 Holding Securities. The Custodian may hold cash, securities and other
non-cash property for all of its customers, including the Fund, with a
foreign sub-custodian in a single account that is identified as
belonging to the Custodian for the benefit of its customers, provided
however, that (1) the records of the Custodian with respect to cash,
securities and other non-cash property of the Fund which are
maintained in such account shall identify by book-entry the cash,
securities and other non-cash property belonging to the Fund and (ii)
the Custodian shall require that cash, securities and other non-cash
property so held by the foreign sub-custodian be held separately from
any assets of the Custodian, the foreign sub-custodian or of others.

3.5 Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall provide that: (a) the assets of
each Fund will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of the foreign banking institution
or its creditors or agent, except a claim of payment for their safe
custody or administration; (b) beneficial ownership for the assets of
each Fund will be freely transferable without the payment of money or
value other than for custody or administration; (c) adequate records
will be maintained identifying the assets as belonging to each
applicable Fund; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent permitted
under applicable law the independent public accountants for the Fund,
will be given access to the books and records of the foreign banking
institution relating to its actions under its agreement with the
Custodian; and (e) assets of the Fund(s) held by the foreign
sub-custodian will be subject only to the instructions of the
Custodian or its agents.

3.6 Access of Independent Accountants of the Fund. Upon request of the
Fund, the Custodian will use its best efforts to arrange for the
independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement
with the Custodian.

3.7 Reports by Custodian. The Custodian will supply to the Fund from time
to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Fund(s) held by foreign
sub-custodians, including but not limited to an identification of
entities having possession of the Fund(s) securities and other assets
and advices or notifications of any transfers of securities to or
from each custodial account maintained by a foreign banking

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<PAGE> 16
institution for the Custodian on behalf of each applicable Fund
indicating, as to securities acquired for a Fund, the identity of the
entity having physical possession of such securities.

3.8 Transactions in Foreign Custody Account. (a) Except as otherwise
provided in paragraph (b) of this Section 3.8, the provision of
Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to
the foreign securities of the Fund held outside the United States by
foreign sub-custodians. (b) Notwithstanding any provision of this
Contract to the contrary, settlement and payment for securities
received for the account of each applicable Fund and delivery of
securities maintained for the account of each applicable Fund may be
effected in accordance with the customary established securities
trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or
to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer. In addition, and
whether or not such practice is a customary established trading
practice in the relevant jurisdictions, the Custodian will, upon
Proper Instructions from the Fund, deliver cash to securities brokers
in foreign jurisdictions who will effect securities trades for the
Fund and cause the securities purchased to be delivered to the
applicable foreign sub-custodian at some later date. (c) Securities
maintained in the custody of a foreign sub-custodian may be maintained
in the name of such entity's nominee to the same extent as set forth
in Section 2.3 of this Contract, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such
securities.

3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution to exercise reasonable
care in the performance of its duties and to indemnify, and hold
harmless, the Custodian and each Fund from and against any loss,
damage, cost, expense, liability or claim arising out of or in
connection with the institution's performance of such obligations. At
the election of the Fund, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claims against a foreign
banking institution as a consequence of any such loss, damage, cost,
expense, liability or claim if and to the extent that the Fund has not
been made whole for any such loss, damage, cost, expense, liability or
claim.

3.10 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set
forth with respect to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of a
foreign banking institution, a foreign securities depository or a
branch of a U.S. bank as contemplated by paragraph 3.13 hereof, the
Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss where
the sub-custodian has otherwise exercised reasonable care.
Notwithstanding the foregoing provisions of this

13
<PAGE> 17
paragraph 3.10, in delegating custody duties to State Street London
Ltd., the Custodian shall not be relieved of any responsibility to the
Fund for any loss due to such delegation, except such loss as may
result from (a) political risk (including, but not limited to,
exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or
(b) other losses (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts of God, nuclear
incident or other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.

3.11 Reimbursement for Advances. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a Fund
including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the applicable Fund shall
be security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash
and to dispose of such Fund's assets to the extent necessary to obtain
reimbursement.

3.12 Monitoring Responsibilities. The Custodian shall furnish annually to
the Fund, during the month of June, information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this Contract. In addition, the
Custodian will promptly inform the Fund in the event that the
Custodian learns of a material adverse change in the financial
condition of a foreign sub-custodian or any material loss of the
assets of the Fund or in the case of any foreign sub-custodian not the
subject of an exemptive order from the Securities and Exchange
Commission is notified by such foreign sub-custodian that there
appears to be a substantial likelihood that its shareholders' equity
will decline below $200 million (U.S. dollars or the equivalent
thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted
U.S. accounting principles).

3.13 Branches of U.S. Banks. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
the Fund's assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth in
Section 26(a) of

14
<PAGE> 18
said Act. The appointment of any such branch as a sub-custodian shall
be governed by paragraph 1 of this Contract. (b) Cash held for each
Fund in the United Kingdom shall be maintained in an interest bearing
account established for the Fund with the Custodian's London branch,
which account shall be subject to the direction of the Custodian,
State Street London Ltd. or both.

3.14 Tax Law. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Fund or the Custodian
as custodian of the Fund by the tax law of the United States of
America or any state or political subdivision thereof. It shall be
the responsibility of the Fund to notify the Custodian of the
obligations imposed on the Fund or the Custodian as custodian of the
Fund by the tax law of jurisdictions other than those mentioned in the
above sentence, including responsibility for withholding and other
taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Custodian with
regard to such tax law shall be to use reasonable efforts to assist
the Fund with respect to any claim for exemption or refund under the
tax law of jurisdictions for which the Fund has provided such
information.

4. Payments for Sales or Repurchases or Redemptions of Shares of the Fund

The Custodian shall receive from the distributor for the Shares or
from the Transfer Agent of the Fund and deposit into the account of the
appropriate Fund such payments as are received for Shares of that Fund issued
or sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund on behalf of each such Fund and the Transfer Agent of
any receipt by it of payments for Shares of such Fund.

From such funds as may be available for the purpose but subject to the
limitations of the applicable Fund's governing documents and any applicable
votes of the Board of Trustees of the Fund pursuant thereto, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection
with the redemption or repurchase of Shares of a Fund, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire funds
to or through a commercial bank designated by the redeeming shareholders. In
connection with the redemption or repurchase of Shares of the Fund, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares,
which checks have been furnished by the Fund to the holder of Shares, when
presented to the Custodian in accordance with such procedures and controls as
are mutually agreed upon from time to time between the Fund and the Custodian.

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<PAGE> 19
5. Proper Instructions

Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of Trustees
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes
them to have been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall cause all oral
instructions to be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the Board of
Trustees of the Fund accompanied by a detailed description of procedures
approved by the Board of Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied
that such procedures afford adequate safeguards for the Funds' assets. For
purposes of this Section, Proper Instructions shall include instructions
received by the Custodian pursuant to any three-party agreement which requires
a segregated asset account in accordance with Section 2.12.

6. Actions Permitted without Express Authority

The Custodian may in its discretion, without express authority from
the Fund:

1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, provided that all such payments
shall be accounted for to the Fund ;

2) surrender securities in temporary form for securities in
definitive form;

3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Fund except as otherwise directed by the Board of
Trustees of the Fund.

16
<PAGE> 20
7. Evidence of Authority

The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the
Fund. The Custodian may receive and accept a certified copy of a vote of the
Board of Trustees of the Fund as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any determination or
of any action by the Board of Trustees pursuant to the governing documents of
the Fund as described in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of written notice to the
contrary.

8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income

The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Trustees of the Fund to keep
the books of account of each Fund and/or compute the net asset value per share
of the outstanding shares of each Fund or, if the Custodian and the Fund
execute the applicable Price Source Authorization (the "Authorization"), the
Custodian shall keep such books of account and/or compute such net asset value
per share pursuant to the terms of the Authorization and the attachments
thereto. If so directed, the Custodian shall also calculate daily the net
income of the Fund as described in the Fund's currently effective Prospectus
and shall advise the Fund and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer of the Fund to do
so, shall advise the Transfer Agent periodically of the division of such net
income among its various components. The calculations of the net asset value
per share and the daily income of each Fund shall be made at the time or times
described from time to time in the Fund's currently effective Prospectus
related to such Fund.

9. Records

The Custodian shall with respect to each Fund create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company
Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1
and 31a-2 thereunder. All such records shall be the property of the Fund and
shall at all times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission. The Custodian
shall, at the Fund's request, supply the Fund with a tabulation of securities
owned by each Fund and held by the Custodian and shall, when requested to

17
<PAGE> 21
do so by the Fund and for such compensation as shall be agreed upon between the
Fund and the Custodian, include certificate numbers in such tabulations.

10. Opinion of Fund's Independent Accountant

The Custodian shall take all reasonable action, as the Fund may from
time to time request, to obtain from year to year favorable opinions from the
Fund's independent accountants with respect to its activities hereunder in
connection with the preparation of the Fund's Form N-1A, and Form N-SAR or
other annual reports to the Securities and Exchange Commission and with respect
to any other requirements of such Commission.

11. Reports to Fund by Independent Public Accountants

The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports, shall be
of sufficient scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material inadequacies would
be disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.

12. Compensation of Custodian

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between
the Fund and the Custodian.

13. Responsibility of Custodian

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract,
but shall be kept indemnified by and shall be without liability to the Fund for
any action taken or omitted by it in

18
<PAGE> 22
good faith without negligence. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.

Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by: (i) events or circumstances
beyond the reasonable control of the Custodian or any sub-custodian or
Securities System or any agent or nominee of any of the foregoing, including,
without limitation, nationalization or expropriation, imposition of currency
controls or restrictions, the interruption, suspension or restriction of trading
on or the closure of any securities market, power or other mechanical or
technological failures or interruptions, computer viruses or communications
disruptions, acts of war or terrorism, riots, revolutions, work stoppages,
natural disasters or other similar events or acts; (ii) errors by the Fund or
its investment adviser in their instructions to the Custodian provided such
instructions have been in accordance with this Contract; (iii) the insolvency of
or acts or omissions by a Securities System; (iv) any delay or failure of any
broker, agent or intermediary, central bank or other commercially prevalent
payment or clearing system to deliver to the Custodian's sub-custodian or agent
securities purchased or in the remittance or payment made in connection with
securities sold; (v) any delay or failure of any company, corporation, or other
body in charge of registering or transferring securities in the name of the
Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
any other country, or political subdivision thereof or of any court of competent
jurisdiction.

The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-custodians generally in this Contract.

If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned
to the Fund being liable for the payment of money or incurring liability of
some other form, the Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not
limited to securities settlements, foreign exchange contracts and assumed
settlement) or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the applicable Fund
shall be security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of such Fund's assets to the extent necessary to obtain reimbursement.

14. Effective Period, Termination and Amendment

This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30)

19
<PAGE> 23
days after the date of such delivery or mailing; provided, however that the
Custodian shall not with respect to a Fund act under Section 2.10 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of the Fund has approved the initial use of a
particular Securities System by such Fund and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of the
Fund has reviewed any subsequent change regarding the use by such Fund of such
Securities System, as required in each case by Rule 17f-4 under the Investment
Company Act of 1940, as amended and that the Custodian shall not with respect to
a Fund act under Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board has
approved the initial use of the Direct Paper System by such Fund and the receipt
of an annual certificate of the Secretary or an Assistant Secretary that the
Board of the Fund has reviewed the use by such Fund of the Direct Paper System;
provided further, however, that the Fund shall not amend or terminate this
Contract in contravention of any applicable federal or state regulations, or any
provision of the Fund's governing documents, and further provided, that the Fund
on behalf of one or more of the Funds may at any time by action of its Board (i)
substitute another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this Contract in
the event of the appointment of a conservator or receiver for the Custodian by
the Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.

Upon termination of the Contract, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.

15. Successor Custodian

If a successor custodian for a Fund shall be appointed by the Board
of Trustees of such Fund, the Custodian shall, upon termination, deliver to
such successor custodian at the office of the Custodian, duly endorsed and in
the form for transfer, all securities, Funds and other properties of each
applicable Fund then held by it hereunder and shall transfer to an account of
the successor custodian all of the securities of each Fund held in a Securities
System.

If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the Board
of Trustees of the Fund, deliver at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Trustees shall have been delivered
to the Custodian on or before the date when such

20
<PAGE> 24
termination shall become effective, then the Custodian shall have the right to
deliver to a bank or trust company, which is a "bank" as defined in the
Investment Company Act of 1940, doing business in Boston, Massachusetts, of its
own selection, having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of each
applicable Fund and all instruments held by the Custodian relative thereto and
all other property held by it under this Contract on behalf of each applicable
Fund and to transfer to an account of such successor custodian all of the
securities of each such Fund held in any Securities System. Thereafter, such
bank or trust company shall be the successor of the Custodian under this
Contract.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.

16. Interpretive and Additional Provisions

In connection with the operation of this Contract, the Custodian and
the Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of the governing documents of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.

17. Additional Funds

In the event that Van Kampen American Capital Distributors , Inc.
establishes any funds in addition to the Funds listed on Appendix A with
respect to which it desires to have the Custodian render services as custodian
under the terms hereof, it shall so notify the Custodian in writing, and if the
Custodian agrees in writing to provide such services, such fund shall become a
Fund hereunder, subject to the delivery by the new Fund of resolutions
authorizing the appointment of the Custodian and such other supporting or
related documentation as the Custodian may request. All references herein to
the "Fund" are to each of the Funds listed on Appendix A individually, as if

21
<PAGE> 25
this Contract were between each such individual Fund and the Custodian. With
respect to any Fund which issues shares in separate classes or series, each
class or series of such Fund shall be treated as a separate Fund hereunder.

18. Massachusetts Law to Apply

This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.

19. Prior Contracts

This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Funds and the Custodian relating to the custody of
the Fund's assets.

20. Reproduction of Documents

This Contract and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto all/each agree that any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative proceeding, whether or
not the original is in existence and whether or not such reproduction was made
by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.

21. Shareholder Communications

Securities and Exchange Commission Rule 14b-2 requires banks which
hold securities for the account of customers to respond to requests by issuers
of securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs the Fund to indicate whether the Fund authorizes
the Custodian to provide the Fund's name, address, and share position to
requesting companies whose stock the Fund owns. If the Fund tells the
Custodian "no", the Custodian will not provide this information to requesting
companies. If the Fund tells the Custodian "yes" or does not check either
"yes" or "no" below, the Custodian is required by the rule to treat the Fund as
consenting to disclosure of this information for all securities owned by the
Fund or any funds or accounts established by the Fund. For the Fund's
protection, the Rule prohibits the requesting company from using the Fund's name
and address for any purpose other than corporate communications. Please
indicate below whether the Fund consent or object by checking one of the
alternatives below.

YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions of each Fund listed on
Exhibit A.

NO [X] The Custodian is not authorized to release the Fund's
name, address, and share positions of each Fund listed
on Exhibit A.

22
<PAGE> 26
22. Limitation of Liability.

The execution of this Contract has been authorized by each Fund's
Board of Trustees. This Contract is executed on behalf of each Fund or the
trustees of such Fund as trustees and not individually and the obligations of
the Fund under this Contract are not binding upon any of the Fund's trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Fund.

IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the 1st day of August, 1997.

ATTEST EACH OF THE FUNDS LISTED ON APPENDIX A

/s/ Nicholas Dalmaso By: /s/ Ronald A. Nyberg
- ------------------------ -----------------------------------
Ronald A. Nyberg, Vice President
and Secretary

ATTEST STATE STREET BANK AND TRUST COMPANY

/s/ Francine Hayes By: [ILLEGIBLE]
- ------------------------ -----------------------------------
Executive Vice President

23
<PAGE> 27
APPENDIX A
FUND NAMES

VAN KAMPEN AMERICAN CAPITAL COMSTOCK FUND
VAN KAMPEN AMERICAN CAPITAL CORPORATE BOND FUND
VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH FUND
VAN KAMPEN AMERICAN CAPITAL ENTERPRISE FUND
VAN KAMPEN AMERICAN CAPITAL EQUITY INCOME FUND
VAN KAMPEN AMERICAN CAPITAL GLOBAL MANAGED ASSETS FUND
VAN KAMPEN AMERICAN CAPITAL GOVERNMENT SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL GOVERNMENT TARGET FUND
VAN KAMPEN AMERICAN CAPITAL GROWTH AND INCOME FUND
VAN KAMPEN AMERICAN CAPITAL HARBOR FUND
VAN KAMPEN AMERICAN CAPITAL HIGH INCOME CORPORATE BOND FUND
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
Asset Allocation Portfolio
Domestic Income Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Global Equity Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Morgan Stanley Real Estate Securities Portfolio
VAN KAMPEN AMERICAN CAPITAL LIMITED MATURITY GOVERNMENT FUND
VAN KAMPEN AMERICAN CAPITAL PACE FUND
VAN KAMPEN AMERICAN CAPITAL REAL ESTATE SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL RESERVE FUND
VAN KAMPEN AMERICAN CAPITAL SMALL CAPITALIZATION FUND
VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
Van Kampen American Capital High Yield Municipal Fund
VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST FOR INCOME
VAN KAMPEN AMERICAN CAPITAL UTILITIES INCOME FUND
VAN KAMPEN AMERICAN CAPITAL WORLD PORTFOLIO SERIES TRUST
Van Kampen American Capital Global Equity Fund
Van Kampen American Capital Global Government Securities Fund
VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST
Van Kampen American Capital U.S. Government Fund
VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST
Van Kampen American Capital Insured Tax Free Income Fund
Van Kampen American Capital Tax Free High Income Fund
Van Kampen American Capital California Insured Tax Free Fund
Van Kampen American Capital Municipal Income Fund
Van Kampen American Capital Intermediate Term Municipal
Income Fund
Van Kampen American Capital Florida Insured Tax Free
Income Fund
Van Kampen American Capital New Jersey Tax Free Income Fund
Van Kampen American Capital New York Tax Free Income Fund
VAN KAMPEN AMERICAN CAPITAL TRUST
Van Kampen American Capital High Yield Fund
Van Kampen American Capital Short-Term Global Income Fund
Van Kampen American Capital Strategic Income Fund
VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST
Van Kampen American Capital Utility Fund
Van Kampen American Capital Value Fund
Van Kampen American Capital Great American Companies Fund
Van Kampen American Capital Growth Fund
Van Kampen American Capital Prospector Fund
Van Kampen American Capital Aggressive Growth Fund
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND
VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

24
<PAGE> 28
THE EXPLORER INSTITUTIONAL TRUST
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
VAN KAMPEN AMERICAN CAPITAL NAVIGATOR FUNDS
Emerging Markets Equity Portfolio
Emerging Markets Fixed Income Portfolio
U.S. QUALITY FUNDS
VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND
VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II
VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL TRUST FOR PENNSYLVANIA MUNICIPALS
VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
VAN KAMPEN AMERICAN CAPITAL BOND FUND
VAN KAMPEN AMERICAN CAPITAL CONVERTIBLE SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL INCOME TRUST

<PAGE> 1

Exhibit (j)(2)

================================================================================

REGISTRAR,

TRANSFER AGENCY AND SERVICE AGREEMENT

between

VAN KAMPEN AMERICAN CAPITAL SENIOR INCOME TRUST

and

STATE STREET BANK AND TRUST COMPANY

closed-end
2B193
================================================================================

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK 1

ARTICLE 2 FEES AND EXPENSES 3

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK 3

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 4

ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION 4

ARTICLE 6 INDEMNIFICATION 6

ARTICLE 7 STANDARD OF CARE 7

ARTICLE 8 COVENANTS OF THE FUND AND THE BANK 7

ARTICLE 9 TERMINATION OF AGREEMENT 8

ARTICLE 10 ASSIGNMENT 9

ARTICLE 11 AMENDMENT 9

ARTICLE 12 MASSACHUSETTS LAW TO APPLY 9

ARTICLE 13 FORCE MAJEURE 9

ARTICLE 14 CONSEQUENTIAL DAMAGES 10

ARTICLE 15 MERGER OF AGREEMENT 10

ARTICLE 16 SURVIVAL 10

ARTICLE 17 SEVERABILITY 10

ARTICLE 18 COUNTERPARTS 10
</TABLE>

<PAGE> 3

REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the _____ day of ___________, 1998, by and between
Van Kampen American Capital Senior Income Trust, a business trust, having its
principal office and place of business at One Parkview Plaza, Oakbrook Terrace,
Illinois 60181, (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business
at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Fund desires to appoint the Bank as its registrar, transfer
agent, dividend disbursing agent and agent in connection with certain other
activities and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK

1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to
act as registrar, transfer agent for the Fund's authorized and issued shares of
its common stock ("Shares"), dividend disbursing agent and agent in connection
with any dividend reinvestment plan as set out in the prospectus of the Fund,
corresponding to the date of this Agreement.

1.02 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:

(i) Issue and record the appropriate number of Shares as
authorized and hold such Shares in the appropriate Shareholder
account

1
<PAGE> 4

(ii) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate documentation;

(iii) Prepare and transmit payments for dividends and
distributions declared by the Fund;

(iv) Act as agent for Shareholders pursuant to the dividend
reinvestment and cash purchase plan as amended from time to
time in accordance with the terms of the agreement to be
entered into between the Shareholders and the Bank in
substantially the form attached as Exhibit A hereto;

(v) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt
by the Bank of indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and the Bank at its
option, may issue replacement certificates in place of
mutilated stock certificates upon presentation thereof and
without such indemnity.

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i) perform all
of the customary services of a registrar, transfer agent, dividend disbursing
agent and agent of the dividend reinvestment and cash purchase plan as
described in Article 1 consistent with those requirements in effect as of the
date of this Agreement. The detailed definition, frequency, limitations and
associated costs (if any) set out in the attached fee schedule, include but are
not limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, and mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and nonresident alien accounts
where applicable, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and distributions by
federal authorities for all registered Shareholders.

(c) The Bank shall provide additional services on behalf of the
Fund (i.e, escheatment services) which may be agreed upon in writing between
the Fund and the Bank.

2
<PAGE> 5

ARTICLE 2 FEES AND EXPENSES

2.01 For the performance by the Bank pursuant to this Agreement, the
Fund agrees to pay the Bank an annual maintenance fee as set out in the initial
fee schedule attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.02 below may be changed from time to time subject to
mutual written agreement between the Fund and the Bank.

2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the consent of
the Fund, will be reimbursed by the Fund.

2.03 The Fund agrees to pay all fees and reimbursable expenses within
five days following the receipt of the respective billing notice. Postage and
the cost of materials for mailing of dividends, proxies, Fund reports and other
mailings to all Shareholder accounts shall be advanced to the Bank by the Fund
at lease seven (7) days prior to the mailing date of such materials.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK

The Bank represents and warrants to the Fund that:

3.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.

3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

3
<PAGE> 6

3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Bank that:

4.01 It is a business trust duly organized and existing and in good
standing under the laws of Massachusetts.

4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.

4.03 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.

4.04 It is a closed-end, diversified investment company registered
under the Investment Company Act of 1940, as amended.

4.05 To the extent required by federal securities laws a
registration statement under the Securities Act of 1933, as amended is
currently effective and appropriate state securities law filings have been made
with respect to all Shares of the Fund being offered for sale; information to
the contrary will result in immediate notification to the Bank.

4.06 It shall make all required filings under federal and state
securities laws.

ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION

5.01 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and other
information furnished to the Fund by the Bank are provided solely in connection
with the services rendered under this Agreement and constitute copyrighted
trade secrets or proprietary information of substantial value to the Bank. Such
databases, programs, formats, designs, techniques and other information are
collectively referred to below as "Proprietary Information." The Fund agrees
that it shall treat all Proprietary Information as proprietary to the Bank and
further agrees that it shall not divulge any Proprietary Information to any
person or organization

4
<PAGE> 7
EXHIBIT (j)(2)

except as expressly permitted hereunder. The Fund agrees for itself and its
employees and agents:

(a) to use such programs and databases (i) solely on
the Fund computers, or (ii) solely from equipment at the
locations agreed to between the Fund and the Bank and
(iii) in accordance with the Bank's applicable user
documentation;

(b) to refrain from copying or duplicating in any way
(other than in the normal course of performing processing
on the Funds' computers) any part of any Proprietary
Information;

(c) to refrain from obtaining unauthorized access to
any programs, data or other information not owned by the
Fund, and if such access is accidentally obtained, to
respect and safeguard the same Proprietary Information;

(d) to refrain from causing or allowing information
transmitted from the Bank's computer to the Funds'
terminal to be retransmitted to any other computer
terminal or other device except as expressly permitted by
the Bank, (such permission not to be unreasonably
withheld);

(e) that the Fund shall have access only to those
authorized transactions as agreed to between the Fund and
the Bank; and

(f) to honor reasonable written requests made by the
Bank to protect at the Bank's expense the rights of the
Bank in Proprietary Information at common law and under
applicable statutes.

5.02 If the transactions available to the Fund include
the ability to originate electronic instructions to the Bank in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be entitled
to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Bank from time to time.

5
<PAGE> 8
ARTICLE 6 INDEMNIFICATION

6.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.

(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.

(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or firm on
behalf of the Fund including but not limited to any previous transfer agent
registrar.

(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Fund.

(e) The offer or sale of Shares in violation of any federal or
state securities laws requiring that such shares be registered or in violation
of any stop order or other determination or ruling by any federal or state
agency with respect to the offer or sale of such Shares; and

6.02 At any time the Bank may apply to any officer of the Fund
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable
and shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably
believed to be genuine and to have been signed by the proper person or persons,
or upon any instruction,

<PAGE> 9
information, data, records or documents provided the Bank or its agents or
subcontractors by telephone, in person, machine readable input, telex, CRT data
entry or other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the Fund. The Bank, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile signatures of
the officers of the Fund, and the proper countersignature of any former
transfer agent or former registrar, or of a co-transfer agent or co-registrar.

6.03 In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which the Fund
may be required to indemnify the Bank, the Bank shall promptly notify the Fund
of such assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend against
said claim in its own name or in the name of the Bank. The Bank shall in no
case confess any claim or make any compromise in any case in which the Fund may
be required to indemnify the Bank except with the Fund's prior written consent.

ARTICLE 7 STANDARD OF CARE

7.01 The Bank shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct of that of its
employees.

ARTICLE 8 COVENANTS OF THE FUND AND THE BANK

8.01 The Fund shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the Bank and the execution
and delivery of this Agreement.

7
<PAGE> 10

(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.

8.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed by
the Bank hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Fund on and in accordance with its request.

8.04 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.

8.05 In cases of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.

ARTICLE 9 TERMINATION OF AGREEMENT

9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.

9.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund.

8
<PAGE> 11

Additionally, the Bank reserves the right to charge for any other reasonable
expenses associated with such termination and/or a charge equivalent to the
average of three (3) month's fees.

ARTICLE 10 ASSIGNMENT

10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

10.02 This Agreement shall insure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

10.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston EquiServe Limited
Partnership., a Delaware limited partnership ("Boston EquiServe"), which is
duly registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934 ("Section 17A(c)(2)"), or (ii) a Boston
EquiServe affiliate duly registered as a transfer agent pursuant to Section
17A(c)(2), provided, however, that the Bank shall be as fully responsible to
the Fund for the acts and omissions of any subcontractor as it is for its own
acts and omissions.

ARTICLE 11 AMENDMENT

11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Directors of the Fund.

ARTICLE 12 MASSACHUSETTS LAW TO APPLY

12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.

ARTICLE 13 FORCE MAJEURE

13.01 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or

9
<PAGE> 12

damage reasonably beyond its control, or other causes reasonably beyond its
control, such party shall not be liable for damages to the other for any
damages resulting from such failure to perform or otherwise from such causes.

ARTICLE 14 CONSEQUENTIAL DAMAGES

14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any consequential damages arising out of any act or failure to act hereunder.

ARTICLE 15 MERGER OF AGREEMENT

15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.

ARTICLE 16 SURVIVAL

16.01 All provisions regarding indemnification, warranty, liability
and limits thereon, and confidentiality and/or protection of proprietary rights
and trade secrets shall survive the termination of this Agreement.

ARTICLE 17 SEVERABILITY

17.01 If any provision or provisions of this Agreement shall be held
to be invalid, unlawful, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.

ARTICLE 18 COUNTERPARTS

18.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

10
<PAGE> 13

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

VAN KAMPEN AMERICAN CAPITAL
SENIOR INCOME TRUST

BY:
------------------------------------

ATTEST:

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

STATE STREET BANK AND TRUST COMPANY

BY:
------------------------------------
Executive Vice President

ATTEST:

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

<PAGE> 1
EXHIBIT (K(2))

AMENDED AND RESTATED
LEGAL SERVICES AGREEMENT

THIS AGREEMENT, dated as of May 31, 1997, by and between the parties as
set forth in Schedule 1, attached hereto and incorporated by reference
(designated collectively hereafter as the "Funds"), and VAN KAMPEN AMERICAN
CAPITAL, INC., a Delaware corporation ("Van Kampen").

W I T N E S S E T H:

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

WHEREAS, Van Kampen has the capability of providing certain legal services
to the Funds; and

WHEREAS, each Fund desires to utilize Van Kampen in the provision of such
legal services; and

WHEREAS, Van Kampen intends to increase its staff in order to accommodate
the provision of all such services.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
spelled out herein, it is agreed between the parties hereto as follows:

1. Appointment of Van Kampen. As agent, Van Kampen shall provide each of the
Funds the legal services (the "Legal Services") as set forth in Paragraph 2 of
this Agreement. Van Kampen accepts such appointments and agrees to furnish the
Legal Services in return for the compensation provided in Paragraph 3 of this
Agreement.

2. Legal Services to be Provided. Van Kampen will provide to the Funds the
following legal services, including without limitation: accurate maintenance of
the Funds' Corporate Minute books and records, preparation and oversight of
each Fund's regulatory reports and other information provided to shareholders
as well as responding to day-to-day legal issues on behalf of the Funds. Van
Kampen shall hire persons (collectively the "Legal Services Group") as needed
to provide such Legal Services and in such numbers as may be agreed from time
to time.

3. Expenses and Reimbursement. The Legal Services expenses (the "Legal
Services Expenses") for which Van Kampen may be reimbursed are salary and
salary related benefits, including but not limited to bonuses, group insurance
and other regular wages paid to the personnel of the Legal Services Group, as
well as overhead and expenses related to office space and necessary equipment.
The Legal Services Expenses will be paid by Van Kampen and reimbursed by the
Funds. Van Kampen will tender to each Fund a monthly invoice as of the last
business day of each month which shall certify the total Legal Service Expenses
expended. Except as provided herein, Van Kampen will receive no other

1
<PAGE> 2

compensation in connection with Legal Services rendered in accordance with this
Agreement, and Van Kampen will be responsible for all other expenses relating
to the providing of Legal Services.

4. Payment for Legal Services Expense Among the Funds. One half (50%) of the
Legal Services Expenses incurred under the Agreement shall be attributable
equally to each respective Fund and all other funds to whom Van Kampen provides
Legal Services, including all other Funds for which Van Kampen serves as
investment adviser and distributor. Van Kampen shall assume the costs of Legal
Services for the Non-Participating Funds for which reimbursement is not
received. The remaining one half (50%) of the Legal Services Expenses shall be
in allocated (a) in the event services are attributable to specific funds
(including the Non-Participating Funds) based on such specific time
allocations; and (b) in the event services are attributable only to types of
funds (i.e. closed-end and open-end funds), the relative amount of time spent
on each type of fund and then further allocated between funds of that type on
the basis of relative net assets at the end of the period.

5. Maintenance of Records. All records maintained by Van Kampen in connection
with the performance of its duties under this Agreement will remain the
property of each respective Fund and will be preserved by Van Kampen for the
periods prescribed in Section 31 of the 1940 Act and the rules thereunder or
such other applicable rules that may be adopted from time to time under the
Act. In the event of termination of the Agreement, such records will be
promptly delivered to the respective Funds. Such records may be inspected by
the respective Funds at reasonable times.

6. Liability of Van Kampen. Van Kampen shall not be liable to any Fund for any
action taken or thing done by it or its agents or contractors on behalf of the
Fund in carrying out the terms and provisions of the Agreement if done in good
faith and without negligence or misconduct on the part of Van Kampen, its
agents or contractors.

7. Indemnification By Funds. Each Fund will indemnify and hold Van Kampen
harmless from all loss, cost, damage and expense, including reasonable expenses
for legal counsel, incurred by Van Kampen resulting from (a) any claim, demand,
action or suit in connection with Van Kampen's acceptance of this Agreement;
(b) an action or omission by Van Kampen in the performance of its duties
hereunder; (c) Van Kampen's acting upon instructions believed by it to have
been executed by a duly authorized officer of the Fund; or (d) Van Kampen's
acting upon information provided by the Fund in form and under policies agreed
to by Van Kampen and the Fund. Van Kampen shall not be entitled to such
indemnification in respect of action or omissions constituting negligence or
willful misconduct of Van Kampen or its agents or contractors. Prior to
admitting any claim against it which may be subject to this indemnification,
Van Kampen shall give the Fund reasonable opportunity to defend against said
claim on its own name or in the name of Van Kampen.

8. Indemnification By Van Kampen. Van Kampen will indemnify and hold harmless
each Fund from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by the Fund resulting from any claim,
demand, action or suit arising out of Van Kampen's failure to comply with the
terms of this Agreement or which arises out of the negligence or willful
misconduct of Van Kampen or its agents or contractors; provided, that

2
<PAGE> 3

such negligence or misconduct is not attributable to the Funds, their agents or
contractors. Prior to admitting any claim against it which may be subject to
this indemnification, the Fund shall give Van Kampen reasonable opportunity to
defend against said claim in its own name or in the name of such Fund.

9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as necessary to effectuate the purposes hereof.

10. Dual Interests. It is understood that some person or persons may be
directors, trustees, officers, or shareholders of both the Funds and Van Kampen
(including Van Kampen's affiliates), and that the existence of any such dual
interest shall not affect the validity hereof or of any transactions hereunder
except as otherwise provided by a specific provision of applicable law.

11. Execution, Amendment and Termination. The term of this Agreement shall
begin as of the date first above written, and unless sooner terminated as
herein provided, this Agreement shall remain in effect through May, 1997, and
thereafter from year to year if such continuation is specifically approved at
least annually by the Board of Trustees of each Fund, including a majority of
the independent Trustees of each Fund. The Agreement may be modified or amended
from time to time by mutual agreement between the and shall likewise reimburse
Van Kampen for its costs, expenses and disbursements payable under this
Agreement to such date. This Agreement may be amended in the future to include
as additional parties to the Agreement other investment companies for which Van
Kampen, any subsidiary or affiliate serves as investment advisor or
distributor.

12. Assignment. Any interest of Van Kampen under this Agreement shall not be
assigned or transferred, either voluntarily or involuntarily, by operation of
law or otherwise, without the prior written consent of the Fund. This Agreement
shall automatically and immediately terminate in the event of its assignment
without the prior written consent of the Fund.

13. Notice. Any notice under this agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to the
other party at such address as such other party may designate for the receipt
of such notices. Until further notice to the other parties, it is agreed that
for this purpose the address of each Fund is One Parkview Plaza, Oakbrook
Terrace, Illinois 60181, Attention: President and the address of Van Kampen.
for this purpose is One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
Attention: General Counsel.

14. Personal Liability. As provided for in the Declaration of Trust of the
various Funds, under which the Funds are organized as unincorporated trusts
under the laws of the State of Delaware, Massachusetts or Pennsylvania, as the
case may be, the shareholders, trustees, officers, employees and other agents
of the Fund shall not personally be bound by or liable for the matters set
forth hereunder, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder.

15. Interpretative Provisions. In connection with the operation of this
agreement, Van Kampen and the Funds may agree from time to time on such
provisions interpretative of or in addition to the provisions of this Agreement
as may in their opinion be consistent with the general tenor of this Agreement.

3
<PAGE> 4

16. State Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Illinois.

17. Captions. The captions in the Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction effect.

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

ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO

By: /s/ Ronald A. Nyberg
------------------------------
Ronald A. Nyberg
Vice President & Secretary

VAN KAMPEN AMERICAN CAPITAL, INC.

By: /s/ Dennis J. McDonnell
-----------------------------
Dennis J. McDonnell
Executive Vice President

4
<PAGE> 5

SCHEDULE 1

1. VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
series, Van Kampen American Capital U.S. Government Fund

2. VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series, Van
Kampen American Capital Insured Tax Free Income Fund, Van Kampen American
Capital Tax Free High Income Fund, Van Kampen American Capital California
Insured Tax Free Fund, Van Kampen American Capital Municipal Income Fund,
Van Kampen American Capital Intermediate Term Municipal Income Fund, Van
Kampen American Capital New York Tax Free Income Fund, Van Kampen American
Capital New Jersey Tax Free Income Fund, Van Kampen American Capital
Florida Insured Tax Free Income Fund, Van Kampen American Capital
California Tax Free Income Fund, Van Kampen American Capital Michigan Tax
Free Income Fund, Van Kampen American Capital Missouri Tax Free Income
Fund and Van Kampen American Capital Ohio Tax Free Income Fund

3. VAN KAMPEN AMERICAN CAPITAL TRUST, on behalf of its series, Van Kampen
American Capital High Yield Fund, Van Kampen American Capital Short-Term
Global Income Fund and Van Kampen American Capital Strategic Income Fund

4. VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Van
Kampen American Capital Utility Fund, Van Kampen American Capital Value
Fund, Van Kampen American Capital Growth Fund, Van Kampen American Capital
Great American Companies Fund, Van Kampen American Capital Prospector Fund
and Van Kampen American Capital Aggressive Growth Fund

5. VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND

6. VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND

7. VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

8. VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9. VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10. VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11. VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

12. VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

13. VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

14. VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

15. VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

16. VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

17. VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

18. VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

19. VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST

20. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS

21. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

6
<PAGE> 6

22. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS

23. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS

24. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS

25. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS

26. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS

27. VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST

28. VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST

29. VAN KAMPEN AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST

30. VAN KAMPEN AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST

31. VAN KAMPEN AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST

32. VAN KAMPEN AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST

33. VAN KAMPEN AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST

34. VAN KAMPEN AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST

35. VAN KAMPEN AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST

36. VAN KAMPEN AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST

37. VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

38. VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II

39. VAN KAMPEN AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST

40. VAN KAMPEN AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II

41. VAN KAMPEN AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST

42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
Institutional Active Core Fund and Explorer Institutional Limited Duration
Fund

<PAGE> 7

AMENDMENT ONE

TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997

THIS AMENDMENT ONE to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated by reference and VAN KAMPEN AMERICAN CAPITAL,
INC.

W I T N E S S E T H

WHEREAS, Morgan Stanley Fund, Inc. being an open-end management investment
company as that term is defined in the Investment Company Act of 1940, as
amended, wishes to become a party to the Agreement; and

WHEREAS, the original parties desire to add the aforementioned additional
entity as a party to the Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add Morgan Stanley Fund, Inc.

7
<PAGE> 8

IN WITNESS WHEREOF, the parties have caused this Amendment One to be
executed this 31st day of May, 1997.

ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO

By: /s/ Ronald A. Nyberg
--------------------------------
Ronald A. Nyberg
Executive Vice President

VAN KAMPEN AMERICAN CAPITAL, INC.

By: /s/ Dennis J. McDonnell
--------------------------------
Dennis J. McDonnell
Executive Vice President

MORGAN STANLEY FUND, INC.

By: /s/ Ronald A. Nyberg
--------------------------------
Ronald A. Nyberg
Vice President, Secretary

8
<PAGE> 9

SCHEDULE 1

1. VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
series, Van Kampen American Capital U.S. Government Fund

5. VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND

6. VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND

7. VAN KAMPEN AMERICAN CAPITAL FOREIGN SECURITIES FUND

8. VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST

9. VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

10. VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST

11. VAN KAMPEN AMERICAN CAPITAL HIGH INCOME TRUST II

12. VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

13. VAN KAMPEN AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST

14. VAN KAMPEN AMERICAN CAPITAL MUNICIPAL TRUST

15. VAN KAMPEN AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST

16. VAN KAMPEN AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST

17. VAN KAMPEN AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST

18. VAN KAMPEN AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST

19. VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST

20. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS

21. VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS

9
<PAGE> 10