<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>11
<FILENAME>file010.txt
<DESCRIPTION>TRANSFER AGENCY AGREEMENT
<TEXT>

                                                                      Exhibit 13

AGREEMENT,  made  as  of  June  14,  1993,  between  MuniAssets  Fund,  Inc.,  a
corporation  organized  and  existing  under the laws of the  State of  Maryland
(hereinafter  referred to as the  "Customer"),  and The Bank of New York,  a New
York trust company (hereinafter referred to as the "Bank").

                                   WITNESSETH:

That for  and in consideration of the mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

Whenever used in this Agreement,  the following words and phrases shall have the
following meanings:

1.  "Business Day" shall  be deemed to be each day on which the Bank is open for
business.

2.  "Certificate"  shall mean any notice,  instruction,  or other  instrument in
writing, authorized or required by this Agreement to be given to the Bank by the
Customer which is signed by any Officer,  as hereinafter  defined,  and actually
received by the Bank.

3.  "Officer"  shall be deemed to be the  Customer's  Chief  Executive  Officer,
President, any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant  Treasurer and any Assistant Secretary duly authorized by the Board of
Directors of the  Customer to execute any  Certificate,  instruction,  notice or
other  instrument on behalf of the Customer and named in a Certificate,  as such
Certificate may be amended from time to time.

4. "Prospectus" shall mean the last Customer prospectus actually received by the
Bank from the  Customer  with  respect to which the  Customer  has  indicated  a
registration  statement under the Securities Act of 1933, as amended, has become
effective,  including the Statement of Additional  Information  incorporated  by
reference therein.

5.  "Shares"  shall  mean all or any part of each class of the shares of capital
stock of the Customer  which from time to time are  authorized  and/or issued by
the Customer and  identified in a  Certificate  of the Secretary of the Customer
under corporate seal, as such Certificate may be amended from time to time.

                                   ARTICLE II
                               APPOINTMENT OF BANK

1. The Customer hereby constitutes and appoints the Bank as its agent to perform
the services  described herein and as more particularly  described in Schedule I
attached  hereto (the  "Services"),  and the Bank hereby accepts  appointment as
such agent and agrees to  perform  the  Services  in  accordance  with the terms
hereinafter set forth.

2. In connection with such appointment, the Customer shall deliver the following
documents  to the  Bank  on or  about  the  closing  day of the  initial  public
offering:

      (a) A certified copy of the Certificate of Incorporation or other document
evidencing  the  Customer's  form  of  organization  (the  "Charter")  and  all
amendments thereto;
<PAGE>

                                      -2-


      (b) A certified copy of the By-Laws of the Customer;

      (c) A certified  copy of a  resolution  of the Board of  Directors  of the
Customer  appointing  the Bank to  perform  the  Services  and  authorizing  the
execution and delivery of this Agreement;

      (d) A Certificate signed by the Secretary of the Customer specifying:  the
number of authorized  Shares,  the number of such  authorized  Shares issued and
currently outstanding, and the names and specimen signatures of all persons duly
authorized by the Board of Directors of the Customer to execute any  Certificate
on behalf of the Customer, which Certificate may be amended from time to time;

      (e) A  Specimen  Share  certificate  for each  class of Shares in the form
approved by the Board of Directors of the Customer,  together with a Certificate
signed by the Secretary of the Customer as to such approval;

      (f) A copy of the Customer's Registration Statement, filed by the Customer
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended; and

      (g) An opinion of counsel for the Customer with respect to the validity of
the authorized and  outstanding  Shares,  whether such Shares are fully paid and
non-assessable  and the status of such Shares under the  Securities Act of 1933,
as amended,  and any other  applicable  law or  regulation  (i.e., if subject to
registration, that they have been registered and that the Registration Statement
has become effective or, if exempt, the specific grounds therefor).

3. The Customer  shall furnish the Bank with a sufficient  supply of blank Share
certificates  and from time to time will renew such supply  upon  request of the
Bank. Such blank Share  certificates  shall be properly signed,  by facsimile or
otherwise,  by officers of the Customer  authorized  by law or by the By-Laws to
sign Share  certificates,  and, if required,  shall bear the corporate seal or a
facsimile thereof.

                                   ARTICLE III
                      AUTHORIZATION AND ISSUANCE OF SHARES

1. The Customer  shall deliver to the Bank a certified  copy of the amendment to
the Charter giving effect to such increase, decrease or change, on or before the
effective date of any increase,  decrease or other change in the total number of
Shares authorized to be issued.

      (a) A certified copy of the amendment to the Charter giving effect to such
increase, decrease or change;

      (b) An opinion of counsel for the Customer with respect to the validity of
the Shares and the status of such Shares under the  Securities  Act of 1933,  as
amended,  and any other applicable  federal law or regulations (i.e., if subject
to  registration,  that  they  have been  registered  and that the  Registration
Statement has become effective or, if exempt,  the specific  grounds  therefor);
and

      (c) In the  case  of an  increase,  if the  appointment  of the  Bank  was
theretofore  expressly limited, a certified copy of a resolution of the Board of
Directors of the Customer increasing the authority of the Bank.
<PAGE>

                                      -3-


2. Prior to the issuance of any additional  Shares pursuant to stock  dividends,
stock splits or  otherwise,  and prior to any  reduction in the number of Shares
outstanding, the Customer shall deliver the following documents to the Bank:

      (a) A certified copy of the resolutions  adopted by the Board of Directors
and/or the shareholders of the Customer  authorizing such issuance of additional
Shares of the Customer or such reduction, as the case may be;

      (b) A  certified  copy of the order or  consent,  if  applicable,  of each
governmental  or regulatory  authority  required by law as a prerequisite to the
issuance or reduction of such Shares; and

      (c) An opinion of counsel for the Customer with respect to the validity of
the Shares and the status of such the Shares under the  Securities  Act of 1933,
as amended,  and any other  applicable  law or regulation  (i.e.,  if subject to
registration, that they have been registered and that the Registration Statement
has become effective, or, if exempt, the specific grounds therefor).

                                   ARTICLE IV
                     RECAPITALIZATION OR CAPITAL ADJUSTMENT

1. In the case of any negative  stock split,  recapitalization  or other capital
adjustment  requiring a change in the form of Share certificates,  the Bank will
issue Share  certificates  in the new form in exchange for, or upon transfer of,
outstanding Share certificates in the old form, upon receiving:

      (a) A Certificate  authorizing  the issuance of Share  certificates in the
new form;

      (b) A certified  copy of any  amendment to the Charter with respect to the
change;

      (c) Specimen Share  certificates  for each class of Shares in the new form
approved by the Board of Directors of the Customer, with a Certificate signed by
the Secretary of the Customer as to such approval;

      (d) A  certified  copy of the order or  consent  of each  governmental  or
regulatory  authority  required by law as a prerequisite  to the issuance of the
Shares in the new form,  and an  opinion of counsel  for the  Customer  that the
order or consent of no other  governmental or regulatory  authority is required;
and

      (e) An opinion of counsel for the Customer with respect to the validity of
the Shares in the new form and the status of such  Shares  under the  Securities
Act of 1933, as amended,  and any other  applicable law or regulation  (i.e., if
subject  to  registration  that the  Shares  have been  registered  and that the
Registration  Statement has become effective or, if exempt, the specific grounds
therefor).

2. The Customer  shall furnish the Bank with a sufficient  supply of blank Share
certificates  in the new form,  and from time to time will replenish such supply
upon the request of the Bank.  Such blank Share  certificates  shall be properly
signed, by facsimile or otherwise, by Officers of the Customer authorized by law
or by the By-Laws to sign Share  Certificates  and, if required,  shall bear the
corporate seal or a facsimile thereof.
<PAGE>

                                      -4-


                                    ARTICLE V
                         ISSUANCE AND TRANSFER OF SHARES

1. (a) The Bank will issue Share certificates upon receipt of a Certificate from
an Officer,  but shall not be required to issue Share  certificates after it has
received from an appropriate  federal or state  authority  written  notification
that the sale of Shares has been suspended or  discontinued,  and the Bank shall
be  entitled  to rely  upon such  written  notification.  The Bank  shall not be
responsible  for the payment of any original issue or other taxes required to be
paid by the Customer in connection with the issuance of any shares.

      (b) Shares  will be  transferred  upon  presentation  to the Bank of Share
certificates  in  form  deemed  by the  Bank  properly  endorsed  for  transfer,
accompanied  by such  documents  as the Bank deems  necessary  to  evidence  the
authority of the person making such transfer,  and bearing satisfactory evidence
of the payment of applicable  stock transfer taxes. In the case of small estates
where no  administration  is contemplated,  the Bank may, when furnished with an
appropriate surety bond, and without further approval of the Customer,  transfer
Shares  registered in the name of the decedent where the current market value of
the Shares  being  transferred  does not exceed  such amount as may from time to
time be prescribed by the various states.  The Bank reserves the right to refuse
to  transfer  Shares  until  it is  satisfied  that  the  endorsements  on Share
certificates are valid and genuine, and for that purpose it may require,  unless
otherwise instructed by an Officer of the Customer, a guaranty of signature by a
member  firm of the New  York  Stock  Exchange  or by a bank  or  trust  company
acceptable  to the Bank.  The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally  authorized,
and it shall incur no liability for the refusal in good faith to make  transfers
which the Bank, in its judgment, deems improper or unauthorized,  or until it is
satisfied  that there is no basis to any claims  adverse to such  transfer.  The
Bank may, in effecting  transfers of Shares,  rely upon those  provisions of the
Uniform  Act for the  Simplification  of  Fiduciary  Security  Transfers  or the
Uniform  Commercial  Code,  as the  same  may be  amended  from  time  to  time,
applicable to the transfer of securities,  and the Customer shall  indemnify the
Bank for any act done or omitted by it in good faith in reliance upon such laws.

      (c) All certificates  representing Shares that are subject to restrictions
on transfer (e.g., securities acquired pursuant to an investment representation,
securities  held by controlling  persons,  securities  subject to  stockholders'
agreements, etc.), other than the general restrictions on the transferability of
the  Shares  described  in the  Prospectus,  shall  be  stamped  with  a  legend
describing  the extent and  conditions of the  restrictions  or referring to the
source of such restrictions.  The Bank assumes no responsibility with respect to
the transfer of restricted  securities  where  counsel for the Customer  advises
that such transfer may be properly effected.

      (d) Notwithstanding the foregoing or any other provision contained in this
Agreement to the contrary,  the Bank shall be fully protected by the Customer in
not  requiring  any   instruments,   documents,   assurances,   endorsements  or
guarantees,   including,   without  limitation,  any  signature  guarantees,  in
connection with a transfer of Shares whenever the Bank reasonably  believes that
requiring  the  same  would be  inconsistent  with the  transfer  procedures  as
described in the Prospectus.
<PAGE>

                                      -5-


                                   ARTICLE VI
                           DIVIDENDS AND DISTRIBUTIONS

1. The Customer shall furnish to the Bank a copy of a resolution of its Board of
Directors,  certified by the  Secretary or any Assistant  Secretary,  either (i)
setting forth the date of the  declaration  of a dividend or  distribution,  the
date of accrual  or  payment,  as the case may be,  the record  date as of which
shareholders  entitled to  payment,  or  accrual,  as the case may be,  shall be
determined,  the amount per Share of such dividend or distribution,  the payment
date on which all  previously  accrued and unpaid  dividends are to be paid, and
the total  amount,  if any,  payable to the Bank on such payment  date,  or (ii)
authorizing the declaration of dividends and  distributions  on a periodic basis
and authorizing the Bank to rely on a Certificate  setting forth the information
described in subsection (i) of this paragraph.

2. Prior to the payment date specified in such Certificate or resolution, as the
case may be, the Customer shall, in the case of a cash dividend or distribution,
pay to the Bank an amount of cash,  sufficient for the Bank to make the payment,
specified in such Certificate or resolution, to the shareholders of record as of
such payment date. The Bank will, upon receipt of any such cash, (i) in the case
of  shareholders  who are  participants in a dividend  reinvestment  and/or cash
purchase plan of the Customer,  reinvest such cash dividends or distributions in
accordance with the terms of such plan, and (ii) in the case of shareholders who
are not  participants  in any such plan,  make payment of such cash dividends or
distributions  to the  shareholders of record as of the record date by mailing a
check,  payable  to the  registered  shareholder,  to the  address  of record or
dividend mailing address.  The Bank shall not be liable for any improper payment
made in accordance  with a Certificate or resolution  described in the preceding
paragraph.  If the Bank shall not receive  sufficient  cash prior to the payment
date  to  make  payments  of any  cash  dividend  or  distribution  pursuant  to
subsections  (i) and (ii) above to all  shareholders  of the  Customer as of the
record date, the Bank shall,  upon notifying the Customer,  withhold  payment to
all  shareholders of the Customer as of the record date until sufficient cash is
provided to the Bank.

3. It is  understood  that  the  Bank  shall  in no way be  responsible  for the
determination  of the  rate or form of  dividends  or  distributions  due to the
shareholders.

4. It is  understood  that the Bank  shall  file  such  appropriate  information
returns  concerning the payment of dividends and  distributions  with the proper
federal,  state and local  authorities as are required by law to be filed by the
Customer but shall in no way be responsible for the collection or withholding of
taxes due on such dividends or  distributions  due to  shareholders,  except and
only to the extent required of it by applicable law.

                                   ARTICLE VII
                             CONCERNING THE CUSTOMER

1. The Customer shall promptly  deliver to the Bank written notice of any change
in  the  Officers   authorized   to  sign  Share   certificates,   Certificates,
notifications  or  requests,  together  with a  specimen  signature  of each new
Officer.  In the event any  Officer  who shall  have  signed  manually  or whose
facsimile  signature shall have been affixed to blank Share  certificates  shall
die, resign or be removed prior to issuance of such Share certificates, the Bank
may issue such Share  certificates  as the Share  certificates  of the  Customer
notwithstanding  such death,  resignation  or removal,  and the  Customer  shall
promptly  deliver to the Bank such approvals,  adoptions or ratifications as may
be required by law.
<PAGE>

                                      -6-


2. Each copy of the Charter of the Customer and copies of all amendments thereto
shall be certified by the Secretary of State (or other appropriate  official) of
the state of  incorporation,  and if such Charter and/or amendments are required
by law also to be filed  with a county or other  officer  or  official  body,  a
certificate of such filing shall be filed with a certified copy submitted to the
Bank. Each copy of the By-Laws and copies of all amendments thereto,  and copies
of resolutions of the Board of Directors of the Customer,  shall be certified by
the  Secretary or an Assistant  Secretary  of the Customer  under the  corporate
seal.

3. It shall be the sole  responsibility  of the  Customer to deliver to the Bank
the  Customer's  currently  effective  Prospectus  and,  for  purposes  of  this
Agreement,  the Bank  shall  not be deemed  to have  notice  of any  information
contained in such Prospectus until it is actually received by the Bank.

                                  ARTICLE VIII
                               CONCERNING THE BANK

1. The Bank shall not be liable and shall be fully  protected in acting upon any
oral instruction,  writing or document  reasonably  believed by it to be genuine
and to have been given, signed or made by the proper person or persons and shall
not be held to have any notice of any change of  authority  of any person  until
receipt of written notice thereof from an Officer of the Customer. It shall also
be protected in processing Share  certificates  which it reasonably  believes to
bear the proper manual or facsimile  signatures of the duly authorized  officers
of the Customer and the proper countersignature of the Bank.

2. The Bank may establish  such  additional  procedures,  rules and  regulations
governing  the transfer or  registration  of Share  certificates  as it may deem
advisable and consistent  with such rules and regulations  generally  adopted by
bank transfer agents.

3. The Bank may keep such  records as it deems  advisable  but not  inconsistent
with resolutions adopted by the Board of Directors of the Customer. The Bank may
deliver to the Customer from time to time at its discretion,  for safekeeping or
disposition by the Customer in accordance with law, such records,  papers, Share
certificates  which  have been  cancelled  in  transfer  or  exchange  and other
documents  accumulated in the execution of its duties  hereunder as the Bank may
deem  expedient,  other than those which the Bank is itself required to maintain
pursuant to applicable laws and  regulations,  and the Customer shall assume all
responsibility  for  any  failure  thereafter  to  produce  any  record,  paper,
cancelled Share certificate or other document so returned, if and when required.
The records  maintained  by the Bank pursuant to this  paragraph  which have not
been previously  delivered to the Customer pursuant to the foregoing  provisions
of this paragraph shall be considered to be the property of the Customer,  shall
be made  available  upon request for  inspection by the Officers,  employees and
auditors of the  Customer,  and shall be delivered to the Customer  upon request
and in any event upon the date of termination of this Agreement, as specified in
Article IX of this  Agreement,  in the form and manner  kept by the Bank on such
date of termination or such earlier date as may be requested by the Customer.

4. The Bank may employ agents or  attorneys-in-fact at the reasonable expense of
the Customer, and shall not be liable for any loss or expense arising out of, or
in  connection  with,  the  actions  or  omissions  to  act  of  its  agents  or
attorneys-in-fact, so long as the Bank acts in good faith and without negligence
or  willful  misconduct  in  connection  with the  selection  of such  agents or
attorneys-in-fact.

5. The Bank  shall not be liable for any loss or  damage,  including  reasonable
attorney's  fees,  resulting  from its actions or omissions to act or otherwise,
except  for any loss or damage  arising  out of its own  negligence  or  willful
misconduct.
<PAGE>

                                      -7-


6. The Customer shall  indemnify and hold harmless the Bank from and against any
and all claims (whether with or without basis in fact or law),  costs,  demands,
expenses and liabilities,  including reasonable  attorney's fees, which the Bank
may sustain or incur or which may be  asserted  against the Bank by reason of or
as a result of any action  taken or omitted to be taken by the Bank  without its
own negligence or willful  misconduct in reliance upon (i) any provision of this
agreement, (ii) the Prospectus, (iii) any instrument, order or Share certificate
reasonably  believed  by it to be  genuine  and to be signed,  countersigned  or
executed by any duly authorized Officer of the Customer, (iv) any Certificate or
other  instructions  of an  Officer,  (v) any  opinion of legal  counsel for the
Customer or the Bank, or (vi) any law, act,  regulation or any interpretation of
the same even  though  such law,  act or  regulation  may  thereafter  have been
altered, changed, amended or repealed.

7. Specifically,  but not by way of limitation, the Customer shall indemnify and
hold  harmless  the Bank from and  against any and all claims  (whether  with or
without  basis  in fact or  law),  costs,  demands,  expenses  and  liabilities,
including reasonable attorney's fees, of any and every nature which the Bank may
sustain or incur or which may be asserted  against the Bank in  connection  with
the genuineness of a Share certificate, the Bank's capacity and authorization to
issue Shares and the form and amount of authorized Shares.

8. At any time the Bank may apply to an  Officer  of the  Customer  for  written
instructions  with respect to any matter  arising in connection  with the Bank's
duties and obligations  under this  Agreement,  and the Bank shall not be liable
for any  action  taken or  omitted  to be  taken  by the  Bank in good  faith in
accordance with such instructions. Such application by the Bank for instructions
from an Officer of the  Customer  may,  at the option of the Bank,  set forth in
writing any action  proposed to be taken or omitted to be taken by the Bank with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and the Bank shall not be liable for any
action taken or omitted to be taken in  accordance  with a proposal  included in
any such  application on or after the date specified  therein  unless,  prior to
taking  or  omitting  to take any such  action,  the Bank has  received  written
instructions in response to such  application  specifying the action to be taken
or omitted.  The Bank may consult counsel to the Customer or its own counsel, at
the  expense  of the  Customer,  and shall be fully  protected  with  respect to
anything  done or omitted by it in good faith in  accordance  with the advice or
opinion of such counsel.

9. When mail is used for  delivery of  non-negotiable  Share  certificates,  the
value of which does not exceed the limits of the Bank's  Blanket Bond,  the Bank
shall send such non-negotiable  Share certificates by first class mail, and such
deliveries  will be  covered  while  in  transit  by the  Bank's  Blanket  Bond.
Non-negotiable  Share certificates,  the value of which exceed the limits of the
Bank's Blanket Bond, will be sent by insured  registered mail.  Negotiable Share
certificates will be sent by insured  registered mail. The Bank shall advise the
Customer of any Share certificates  returned as undeliverable after being mailed
as herein provided for.

10.  The Bank may issue new Share  certificates  in place of Share  certificates
represented to have been lost,  stolen or destroyed upon receiving  instructions
in  writing  from an  Officer  and  indemnity  satisfactory  to the  Bank.  Such
instructions from the Customer shall be in such form as approved by the Board of
Directors of the Customer in accordance  with  applicable  law or the By-Laws of
the Customer governing such matters.  If the Bank receives written  notification
from the  owner of the lost,  stolen or  destroyed  Share  certificate  within a
reasonable  time after he has notice of it, the Bank shall  promptly  notify the
Customer and shall act pursuant to written instructions signed by an Officer. If
the  Customer  receives  such written  notification  from the owner of the lost,
stolen or destroyed  Share  certificate  within a  reasonable  time after he has
notice of it, the Customer shall promptly notify the Bank and the Bank shall act
pursuant to written  instructions  signed by an  Officer.  The Bank shall not be
liable for any act done or omitted by it pursuant  to the  written  instructions
described herein. The Bank may issue new Share certificates in exchange for, and
upon surrender of, mutilated Share certificates.
<PAGE>

                                      -8-


11.  The Bank will  issue and mail  subscription  warrants  for  Shares,  Shares
representing  stock dividends,  exchanges or splits,  or act as conversion agent
upon receiving written  instructions from an Officer and such other documents as
the Bank may deem necessary.

12. The Bank will supply  shareholder  lists to the  Customer  from time to time
upon receiving a request therefor from an Officer of the Customer.

13. In case of any  requests or demands for the  inspection  of the  shareholder
records of the  Customer,  the Bank will  notify the  Customer  and  endeavor to
secure instructions from an officer 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 there is a reasonable  likelihood that the Bank will
be held  liable  for the  failure  to exhibit  the  shareholder  records to such
person.

14.  At the  request  of an  Officer,  the  Bank  will  address  and  mail  such
appropriate notices to shareholders as the Customer may direct.

15.  Notwithstanding any provisions of this Agreement to the contrary,  the Bank
shall be under no duty or obligation  to inquire  into,  and shall not be liable
for:

      (a) The  legality  of the  issue,  sale or  transfer  of any  Shares,  the
sufficiency  of the  amount  to be  received  in  connection  therewith,  or the
authority of the Customer to request such issuance, sale or transfer;

      (b) The legality of the  purchase of any Shares,  the  sufficiency  of the
amount to be paid in connection  therewith,  or the authority of the Customer to
request such purchase;

      (c) The legality of the  declaration  of any dividend by the Customer,  or
the legality of the issue of any Shares in payment of any stock dividend; or

      (d) The legality of any recapitalization or readjustment of the Shares.

16. The Bank shall be entitled to receive and the Customer  hereby agrees to pay
to the Bank for its performance hereunder (i) out-of-pocket  expenses (including
reasonable  attorney's  fees and  expenses)  incurred  in  connection  with this
Agreement and its performance hereunder,  and (ii) the compensation for services
as set forth in Schedule I.

17. The Bank shall not be responsible for any money,  whether or not represented
by any check, draft or other instrument for the payment of money, received by it
on behalf of the Customer,  until the Bank  actually  receives and collects such
funds.

18. The Bank shall have no duties or  responsibilities  whatsoever  except  such
duties and responsibilities as are specifically set forth in this Agreement, and
no covenant or obligation  shall be implied  against the Bank in connection with
this Agreement.
<PAGE>

                                      -9-


                                   ARTICLE IX
                                   TERMINATION

Either of the parties hereto may terminate this Agreement by giving to the other
party a notice in writing  specifying the date of such termination,  which shall
be not less than 60 days after the date of receipt of such notice.  In the event
such notice is given by the  Customer,  it shall be  accompanied  by a copy of a
resolution of the Board of Directors of the Customer, certified by the Secretary
electing to terminate this Agreement and designating a successor  transfer agent
or transfer agents.  In the event such notice is given by the Bank, the Customer
shall,  on or  before  the  termination  date,  deliver  to the Bank a copy of a
resolution of its Board of Directors  certified by the  Secretary  designating a
successor  transfer agent or transfer agents. In the absence of such designation
by the  Customer,  the Bank may  designate a successor  transfer  agent.  If the
Customer fails to designate a successor transfer agent and if the Bank is unable
to find a successor  transfer agent, the Customer shall, upon the date specified
in the notice of  termination  of this  Agreement  and  delivery  of the records
maintained hereunder,  be deemed to be its own transfer agent and the Bank shall
thereafter  be  relieved  of all duties  and  responsibilities  hereunder.  Upon
termination  hereof, the Customer shall pay to the Bank such compensation as may
be due to the Bank as of the date of such  termination,  and shall reimburse the
Bank for any disbursements and expenses made or incurred by the Bank and payable
or reimbursable hereunder.

                                    ARTICLE X
                                  MISCELLANEOUS

1. The  Customer  agrees that prior to  effecting  any change in the  Prospectus
which would increase or alter the duties and  obligations of the Bank hereunder,
it shall  advise the Bank of such  proposed  change at least ten  business  days
prior to the intended date of the same,  and shall proceed with such change only
if it shall have received the written consent of the Bank thereto.

2. The  indemnities  contained  herein shall be  continuing  obligations  of the
Customer,  its successors and assigns,  notwithstanding  the termination of this
Agreement.

3. Any notice or other  instrument  in writing,  authorized  or required by this
Agreement to be given to the Customer shall be  sufficiently  given if addressed
to the  Customer  and  mailed or  delivered  to it at 800  Scudders  Mill  Road,
Plainsboro,  NJ 08536 or at such  place as the  Customer  may from  time to time
designate in writing.

4. Any notice or other  instrument  in writing,  authorized  or required by this
Agreement  to be given to the Bank shall be  sufficiently  given if addressed to
the Bank and  mailed or  delivered  to it at its  office at 101  Barclay  Street
(22W), New York, New York 10286 or at such other place as the Bank may from time
to time designate in writing.

5. This  Agreement  may not be amended  or  modified  in any manner  except by a
written  agreement  duly  authorized  and  executed  by both  parties.  Any duly
authorized  Officer may amend any  Certificate  naming  Officers  authorized  to
execute and deliver  Certificates,  instructions,  notices or other instruments,
and the Secretary or any Assistant  Secretary may amend any Certificate  listing
the shares of capital stock of the Customer for which the Bank performs Services
hereunder.
<PAGE>

                                      -10-


6. This  Agreement  shall extend to and shall be binding upon the parties hereto
and  their  respective  successors  and  assigns;  provided, however,  that this
Agreement  shall not be  assignable  by either party  without the prior  written
consent of the other party.

7. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.

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

9. The  provisions  of this  Agreement are intended to benefit only the Bank and
the Customer,  and no rights shall be granted to any other person,  by virtue of
this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their  respective  corporate  officer,  thereunto  duly  authorized and their
respective  corporate seals to be hereunto affixed, as of the day and year first
above written.

Attest:                                      MUNIASSETS FUND, INC.


/s/ Mark B. Goldfus                          BY:  /s/ Gerald M. Richard
-----------------------------                     ------------------------------
                                             Title: GERALD M. RICHARD, TREASURER


Attest:                                      THE BANK OF NEW YORK

/s/ Illegible                                BY:  /s/ Illegible
-----------------------------                     ------------------------------
                                             Title: Vice President


</TEXT>
</DOCUMENT>
