<SEC-DOCUMENT>0001236835-12-000385.txt : 20120829
<SEC-HEADER>0001236835-12-000385.hdr.sgml : 20120829
<ACCEPTANCE-DATETIME>20120829144227
ACCESSION NUMBER:		0001236835-12-000385
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20120630
FILED AS OF DATE:		20120829
DATE AS OF CHANGE:		20120829
EFFECTIVENESS DATE:		20120829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MORGAN STANLEY INDIA INVESTMENT FUND, INC.
		CENTRAL INDEX KEY:			0000916618
		IRS NUMBER:				132838811
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08238
		FILM NUMBER:		121062791

	BUSINESS ADDRESS:	
		STREET 1:		522 FIFTH AVENUE
		STREET 2:		19TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		800 869-6397

	MAIL ADDRESS:	
		STREET 1:		522 FIFTH AVENUE
		STREET 2:		19TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY DEAN WITTER INDIA INVESTMENT
		DATE OF NAME CHANGE:	20000504

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY INDIA INVESTMENT FUND INC
		DATE OF NAME CHANGE:	19940127

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INDIA INVESTMENT FUND INC
		DATE OF NAME CHANGE:	19931228
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>MS INDIA INVESTMENT FUND ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
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001 A000000 MORGAN STANLEY INDIA INVESTMENT FUND, INC.
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<PAGE>      PAGE  2
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014 A000018 MORGAN STANLEY AUSTRALIA LIMITED
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014 B000019 8-00000
014 A000020 MORGAN STANLEY ASIA LIMITED
014 B000020 8-00000
014 A000021 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PT
014 B000021 8-00000
014 A000022 MORGAN STANLEY ASIA (SINGAPORE) PTE
014 B000022 8-00000
014 A000023 MORGAN STANLEY CANADA LIMITED
014 B000023 8-00000
014 A000024 MORGAN STANLEY CAPITAL SERVICES LLC
014 B000024 8-00000
014 A000025 MORGAN STANLEY C.T.V.M. S.A.
<PAGE>      PAGE  3
014 B000025 8-00000
014 A000026 MORGAN STANLEY DISTRIBUTION, INC.
014 B000026 8-44766
014 A000027 MORGAN STANLEY FUTURES (HONG KONG) LIMITED
014 B000027 8-00000
014 A000028 MORGAN STANLEY HONG KONG SECURITIES LIMITED
014 B000028 8-00000
014 A000029 MORGAN STANLEY HUAXIN SECURITIES COMPANY LIMI
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014 A000030 MORGAN STANLEY INDIA COMPANY PRIVATE LTD.
014 B000030 8-00000
014 A000031 MORGAN STANLEY INDIA FINANCIAL SERVICES PRIVA
014 B000031 8-00000
014 A000032 MORGAN STANLEY MARKET PRODUCTS INC.
014 B000032 8-37795
014 A000033 MORGAN STANLEY MENKUL DEGERLER A.S.
014 B000033 8-00000
014 A000034 MORGAN STANLEY MUFG SECURITIES
014 B000034 8-00000
014 A000035 MORGAN STANLEY MUFG SECURITIES CO., LTD.
014 B000035 8-00000
014 A000036 MORGAN STANLEY SECURITIES LIMITED
014 B000036 8-00000
014 A000037 MORGAN STANLEY SMITH BARNEY AUSTRALIA PTY LTD
014 B000037 8-00000
014 A000038 MORGAN STANLEY SMITH BARNEY FINANCING, LLC
014 B000038 8-00000
014 A000039 MORGAN STANLEY SMITH BARNEY, LLC
014 B000039 8-68191
014 A000040 MORGAN STANLEY TAIWAN LIMITED
014 B000040 8-00000
014 A000041 MORGAN STANLEY, S.V. S.A.
014 B000041 8-00000
014 A000042 MS SECURITIES SERVICES INC.
014 B000042 8-26804
014 A000043 MUNICENTER
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014 A000044 OLIVETREE SECURITIES LTD.
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014 A000048 TOKYO CREDIT SERVICES
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<PAGE>      PAGE  4
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SIGNATURE   STEVE FORRESTER
TITLE       MANAGER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>2
<FILENAME>CETAAgreement.AmendmentTwo.txt
<DESCRIPTION>MS INDIA INVESTMENT FUND TA AGREEMENT
<TEXT>

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

MORGAN STANLEY CLOSED END FUNDS

AND

COMPUTERSHARE TRUST COMPANY, N.A.

AND

COMPUTERSHARE SHAREHOLDER SERVICES, INC.


TABLE OF CONTENTS


Page


Section 1.  Certain Definitions 1


Section 2.  Appointment of Agent 1


2.1  Appointments 1


2.2  Documents 2


2.3  Records 2


2.4  Shares 2


2.5  Customer's Agent 3


2.6  Certificates 3


Section 3.  Standard Services 3


3.1  Certificate Replacement 3


3.2  Customary Services 3


3.3  Compliance with Laws 3


3.4  Unclaimed Property and Lost Shareholders 3


3.5  Compliance with Office of Foreign Asset Control
("OFAC") Regulation 4


Section 4.  Dividend Disbursing and Dividend Reinvestment
Plan Services 4


4.1  Declaration of Dividends 4


4.2  Stop Payments 4


4.3  Tax Withholding 4


4.4  Dividend Reinvestment 4


Section 5.  Optional Services and Standards 4


5.1  Optional Services 4


5.2  Shareholder Internet Services 5


Section 6.  Fees and Expenses 5


6.1  Fee and Service Schedules 5


6.2  Out-of-Pocket Expenses 5


6.3  Conversion Funds 5


6.4  Invoices 5


6.5  Late Payments 5


6.6  Overtime Charges 6


6.7  Bank Accounts 6


Section 7. Representations and Warranties of Transfer Agent 6


7.1  Governance 6


7.2  Compliance 6


Section 8.  Computer Services 6

i

TABLE OF CONTENTS
(continued)


Page


8.1  Transfer Agent 6


8.2  Procedures for Access 7


8.3  Proprietary Information 7


8.4  Content 7


8.5  Transactions 8


Section 9.  Representations and Warranties of Customer 8


9.1  Organizations 8


9.2  Governance 8


9.3  Securities Act of 1933 8


Section 10.  Indemnification/Limitation of Liability 8


10.1  Standard of Care 8


10.2  Customer Indemnity 8


10.3  Instructions 9


10.4  Transfer Agent Indemnification/Limitation of Liability 9


10.5  Notice 9


Section 11.  Damages 10


Section 12.  Responsibilities of the Transfer Agent 10


Section 13.  Covenants of the Customer and Transfer Agent 10


13.1  Notification 10


13.2  Records 10


Section 14.  Confidentiality 10


14.1  Covenant 10


14.2  Request for Records 11


Section 15.  Term and Termination 11


15.1  Term 11


15.2  Early Termination 11


15.3  Expiration of Term 11


15.4  Termination 11


15.5  Records 12


15.6  Privacy Act Information Definition 12


Section 16.  Assignment 12


16.1  Consent 12


16.2  Affiliates 12


16.3  Sub-contractors 13


ii

TABLE OF CONTENTS
(continued)


Page


Section 17.  Unaffiliated Third Parties. 13


Section 18.  Miscellaneous. 13


18.1  Notices 13


18.2  Successors 13


18.3  Amendments 13


18.4  Severability 13


18.5  Governing Law 14


18.6  Force Majeure 14


18.7  Third Party Beneficiaries 14


18.8  Survival 14


18.9  Priorities 14


18.10  Merger of Agreement 14


18.11  Counterparts 14


iii


AGREEMENT made as of the 26th day of September 2006,
by and among certain Morgan Stanley Closed End Funds as set forth in
Appendix A, as may be amended from time to time to add and delete
funds, having their principal office and place of business at Harborside
Financial Center, Plaza II, Jersey City, NJ07311 (collectively, the
"Customers", or individually, the "Customer"), and Computershare
Trust Company, N.A. and Computershare Shareholder
Services, Inc.(collectively, the "Transfer Agent").

WHEREAS, the Customer desires to appoint the Transfer
Agent as sole transfer agent, registrar and administrator of its dividend
reinvestment plan or direct stock purchase plan, and CSS as dividend
disbursing agent and processor of all payments received or made by
Customer under this Agreement.

WHEREAS, the Trust Company and CSS desire to accept
such respective appointments and perform the services related to such
appointments;

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

Section 1. Certain Definitions.

(a) "Account" or "Accounts" shall mean the
account of each Shareholder which account shall hold any full or
fractional shares of stock held by such Shareholder and/or outstanding
funds or tax reporting to be done.

(b) "Agreement" shall mean this agreement and
any and all exhibits or schedules attached hereto and any and all
amendments or modifications, which may from time to time be
executed.

(c) "Closed Account" shall mean an account
with a zero share balance, no outstanding funds or no reportable tax
information.

(d) "Share" shall mean Customer's common
stock, par value $0.01 per share and Customer's preferred stock, par
value per share authorized by the Customer's Articles of Incorporation,
and other classes of Customer's stock to be designated by the Customer
in writing and for which the Transfer Agent agrees to service under this
Agreement.

(e) "Shareholder" shall mean the holder of record of Shares.

(f) "Shareholder Data" shall mean all  Shareholder, Customer and
proxy information maintained on the records database of the Transfer Agent.

(g) "Shareholder Internet Services" shall have the meaning set forth
in Section 5.2.

(h) "Dividend Reinvestment Plan" and "Direct
Stock Purchase Plan" shall mean the services as set forth in Section 4
and in the Fee and Service Schedule.

Section 2. Appointment of Agent.

2.1 Appointments.  The Customer hereby appoints the
Transfer Agent to act as sole transfer agent and registrar for all Shares
in accordance with the terms and conditions hereof and as administrator
of Plans and appoints CSS as dividend disbursing agent and processor
of all payments received or made by or on behalf of the Customer
under this Agreement, and the Transfer Agent and CSS accept the
appointments.  Customer has provided or shall provide Transfer Agent
with certified copies of resolutions dated the date hereof appointing the
Trust Company as Transfer Agent.

2.2 Documents.  In connection with the appointing of
Transfer Agent as the transfer agent and registrar for the Customer, the
Customer has provided or will provide the attached appointment
documents to the Transfer Agent, and Customer corporate authority
documents.

(a) Copies of Registration Statements and
amendments thereto, filed with the Securities and Exchange
Commission for initial public offerings;

(b) Specimens of all forms of outstanding stock
certificates, in forms approved by the Board of Directors of the
Customer, with a certificate of the Secretary of the Customer as to such
approval;

(c) Specimens of the Signatures of the officers
of the Customer authorized to sign stock certificates and individuals
authorized to sign written instructions and requests; and

(d) An opinion of counsel for the Customer
addressed to both the Trust Company and CSS with respect to:

(i) The Customer's organization and
existence under the laws of its state of organization;

(ii) The status of all Shares of the Customer covered by the appointment
under the Securities Act of 1933, as amended, and any other applicable
federal or state statute; and

(iii) That all issued Shares are, and all  unissued Shares will be, when
issued, validly issued, fully paid and non-assessable.

(e) A copy of the Articles of Incorporation and By-Laws of the Customer;

(f) Copies of all material amendments to its
Articles of Incorporation or By-Laws made after the date of this
Agreement, promptly after such amendments are made; and

(g) A certificate of the Customer as to the
Shares authorized, issued and outstanding, as well as a description of
all reserves of unissued Shares relating to the exercise of options.

2.3 Records.  Transfer Agent may adopt as part of its
records all lists of holders, records of Customer's stock, books,
documents and records which have been employed by any former agent
of Customer for the maintenance of the ledgers for such shares,
provided such ledger is certified by an officer of Customer or the prior
transfer agent to be true, authentic and complete.  The Transfer Agent
shall keep records relating to the services to be performed hereunder, in
the form and manner as it may deem advisable.  The Transfer Agent
agrees that all such records prepared or maintained by it relating to the
services performed hereunder are the property of the Customer and will
be preserved, maintained and made available in accordance with the
requirements of law, and will be surrendered promptly to the Customer
on and in accordance with its request.

2.4 Shares.  Customer shall, if applicable, inform
Transfer Agent as to (i) the existence or termination of any restrictions
on the transfer of Shares and in the application to or removal from any
certificate of stock of any legend restricting the transfer of such Shares
or the substitution for such certificate of a certificate without such
legend, (ii) any authorized but unissued Shares reserved for specific
purposes, (iii) any outstanding Shares which are exchangeable for Shares
and the basis for exchange, (iv) reserved Shares subject to
option and the details of such reservation and (v) special instructions
regarding dividends and information of foreign holders.


2



2.5 Customer's Agent.  Transfer Agent represents that it
is engaged in an independent business and will perform its obligations
under this Agreement as an agent of Customer.

2.6 Certificates.  Customer shall deliver to Transfer
Agent an appropriate supply of stock certificates, which certificates
shall provide a signature panel for use by an officer of or authorized
signor for Transfer Agent to sign as transfer agent and registrar, and
which shall state that such certificates are only valid after being
countersigned and registered.

Section 3. Standard Services.

3.1 Certificate Replacement.  The Transfer Agent will
perform the following services:

(a) issue and record the appropriate number of
Shares as authorized and hold such Shares in the appropriate
Shareholder account;

(b) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate documentation;

(c) act as agent for Shareholders pursuant to the
Dividend Reinvestment Plan and other investment programs as
amended from time to time in accordance with the terms of the
agreements relating thereto to which the Transfer Agent is or will be a
party; and

(d) The Transfer Agent will issue replacement
certificates for those certificates alleged to have been lost stolen or
destroyed upon receipt by the Transfer Agent of an open penalty surety
bond satisfactory to it and holding it and the Customer harmless, absent
notice to the Customer and the Transfer Agent that such certificates
have been acquired by a bona fide purchaser.  The Transfer Agent, at
its option, may issue replacement certificates in place of mutilated
stock certificates upon presentation thereof without such indemnity.
Further, the Transfer Agent may at its sole option accept
indemnification from a Customer to issue replacement certificates for
those certificates alleged to have been lost, stolen or destroyed in lieu
of an open penalty bond.

3.2 Customary Services.  The Transfer Agent shall
perform all the customary services of a transfer agent, dividend
disbursing agent, agent of dividend reinvestment plan, cash purchase
plan and other investment programs as described in Section 3.1
consistent with those requirements in effect as of the date of this
Agreement and in compliance with applicable laws as set forth in
Section 3.3; provided, however, the Transfer Agent shall not be
required to take shareholder telephone calls or respond to written
shareholder inquiries.  All such shareholder inquiries in writing or by
telephone shall be handled by Customer.  Any correspondence or
telephone inquiries from shareholders received by the Transfer Agent
will be forwarded to Customers.  The detailed services and definition,
frequency, limitations and associated costs (if any) are set out in the
attached fee and service schedule ("Fee and Service Schedule").

3.3 Compliance with Laws.  The Trust Company and
CSS are obligated to and agree to comply with all applicable federal,
state and local laws and regulations, codes, order and government
rules in the performance of their duties under this Agreement.

3.4 Unclaimed Property and Lost Shareholders.  The
Transfer Agent shall report unclaimed property to each state in
compliance with state law and Section 17Ad-17 of the Exchange Act of
1934 as amended (the "Exchange Act") for lost shareholders.  If the Customers
are not in compliance with applicable state laws, there will be no
charge for the first two years for this service; provided that after the
first two years, the Transfer Agent will charge Customers its then
standard fee plus any out-of-pocket expenses.


3


3.5 Compliance with Office of Foreign Asset Control
("OFAC") Regulation.  The Transfer Agent shall ensure compliance
with OFAC laws.

Section 4. Dividend Disbursing and Dividend Reinvestment
Plan Services.

4.1 Declaration of Dividends.  Upon receipt of a written
notice from the President, any Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer of Customer declaring the
payment of a dividend, CSS shall disburse such dividend payments
provided that in advance of such payment, Customer furnishes CSS
with sufficient funds.  The payment of such funds to CSS for the
purpose of being available for the payment of dividend checks from
time to time is not intended by Customer to confer any rights in such
funds on Customer's Shareholders whether in trust or in contract or
otherwise.

4.2 Stop Payments.  Customer hereby authorizes CSS to
stop payment of checks issued in payment of dividends, but not
presented for payment, when the payees thereof allege either that they
have not received the checks or that such checks have been mislaid,
lost, stolen, destroyed or, through no fault of theirs, are otherwise
beyond their control and cannot be produced by them for presentation
and collection, and CSS shall issue and deliver duplicate checks in
replacement thereof, and Customer shall indemnify Transfer Agent
against any loss or damage resulting from reissuance of the checks.

4.3 Tax Withholding.  CSS is hereby authorized to
deduct from all dividends declared by Customer and disbursed by CSS,
as dividend disbursing agent, the tax required to be withheld pursuant
to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986,
as amended, or by any Federal or State statutes subsequently enacted,
and to make the necessary return and payment of such tax in
connection therewith.

4.4 Dividend Reinvestment.  Receive all payments made
to the Customer or the Transfer Agent under the Dividend
Reinvestment Plan and make all payments required to be made under
such plans, including all payments required to be made to the
Customer.

Section 5. Optional Services and Standards.

5.1 Optional Services.  To the extent that a Customer
elects to engage the Transfer Agent to provide the services listed below
the Customers shall engage the transfer Agent to provide such services
upon terms and fees to be agreed upon by the parties:

(a)	Employee Plan Services;

(b)	Employee Stock Purchase Plan Programs;

and

(c) Corporate actions (including inter alia, odd
lot buy backs, exchanges, mergers, redemptions, subscriptions, capital
reorganization, coordination of post-merger services and special
meetings.


4



In the event that the Customer Vendor provides the above services, the
Customer shall pay the Transfer Agent its standard fees and expenses
charged by the Transfer Agent for services rendered to support the
above services rendered by the Customer Vendor for the benefit of the
Customer.

5.2 Shareholder Internet Services.  The Transfer Agent
shall provide internet access to Customer's Shareholders through
Transfer Agent's web site,Computershare.com ("Shareholder Internet
Services"), pursuant to its established procedures ("Security
Procedures") and fees, to allow Shareholders to view their account
information and perform certain on-line transaction request capabilities.
The Shareholder Internet Services are provided "as is," on an "as
available" basis, and Transfer Agent hereby specifically disclaims any
and all representations or warranties, express or implied, regarding such
services provided by Transfer Agent hereunder, including any implied
warranty of merchantability or fitness for a particular purpose and
implied warranties arising from course of dealing or course of
performance.

Section 6. Fees and Expenses.

6.1 Fee and Service Schedules.  Customer agrees to pay
Transfer Agent the fees for Services performed pursuant to this
Agreement as set forth in the Fee and Service Schedule attached hereto,
for the initial term of the Agreement (the "Initial Term").  Sixty (60)
days before the expiration of the Initial Term or a Renewal Term, the
parties to this Agreement will agree upon a Fee Schedule for the
upcoming Renewal Term.  If no new fee schedule is agreed upon, the
fees will increase as set forth in the Term Section of the Fee and
Service Schedule.

6.2 Out-of-Pocket Expenses.  In addition to the fees paid
under Section 6.1 above, the Customer agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to postage,
Transfer Agent administrative costs, forms, telephone, microfilm,
microfiche, taxes, records storage, exchange and broker fees, or
advances incurred by the Transfer Agent for the items setout in the Fee
and Service Schedule attached hereto.  In addition, any other expenses
incurred by the Transfer Agent at the request or with the consent of the
Customer, will be reimbursed by the Customer.

6.3 Conversion Funds.  Conversion funding required by
any out of proof condition caused by a prior agents' services shall be
advanced to Transfer Agent prior to the commencement of services.

6.4 Invoices.  The Customer agrees to pay all fees and
reimbursable expenses within 30 days of the date of the respective
billing notice, except for any fees or expenses that are subject to good
faith dispute.  In the event of such a dispute, the Customer may only
withhold that portion of the fee or expense subject to the good faith
dispute.  The Customer shall settle such disputed amounts within
five (5) business days of the day on which the parties agree on the
amount to be paid by payment of the agreed amount.  If no agreement
is reached, then such disputed amounts shall be settled as may be
required by law or legal process.

6.5 Late Payments.

(a) If any undisputed amount in an invoice of
the Transfer Agent (for fees or reimbursable expenses) is not paid
within 30 days after receipt of such invoice, the Customer shall pay the
Transfer Agent interest thereon (from the due date to the date of
payment) at a per annum rate equal to one percent (1.0%) plus the
Prime Rate (that is, the base rate on corporate loans posted by large
domestic Transfer Agent) published by the New York edition of The
Wall Street Journal (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by Customer on the first
day of publication during the month when such amount was due.
Notwithstanding any other provision hereof,



5




such interest rate shall be no greater than the greater/lesser rate
permitted under applicable provisions of New Jersey law.

(b) The failure by Customer to pay an invoice
within 90 days after receipt of such invoice or the failure by the
Customer to timely pay two consecutive invoices shall constitute a
material breach pursuant to Section 15.3(a) below.  The Transfer Agent
may terminate this Agreement for such material breach immediately
and shall not be obligated to provide the Customer with 30 days to cure
such breach.

6.6 Overtime Charges.  Overtime charges will be
assessed in the event of a late delivery to the Transfer Agent of
Customer material for mailings to Shareholders, unless the mail date is
rescheduled. Such material includes, but is not limited to, proxy
statements, quarterly and annual reports and news releases.

6.7 Bank Accounts.  The Customer acknowledges that
the bank accounts maintained by CSS in connection with the Services
will be in its name and that CSS may receive investment earnings in
connection with the investment at CSS's risk and for its benefit of
funds held in those accounts from time to time.

Section 7. Representations and Warranties of Transfer Agent.

7.1 Governance.  The Trust Company is a federally
chartered limited purpose national bank duly organized under the laws
of the United States and CSS is a corporation validly existing and in
good standing under the laws of the State of Delaware and each has full
corporate power, authority and legal right to execute, deliver and
perform this Agreement.  The execution, delivery and performance of
this Agreement by Transfer Agent has been duly authorized by all
necessary corporate action and constitutes the legal valid and binding
obligation of Transfer Agent enforceable against Transfer Agent in
accordance with its terms.

7.2 Compliance.  The execution, delivery and
performance of the Agreement by Transfer Agent will not violate,
conflict with or result in the breach of any material term, condition or
provision of, or require the consent of any other party to, (i) any
existing law, ordinance, or governmental rule or regulation to which
Transfer Agent is subject, (ii) any judgment, order, writ, injunction,
decree or award of any court, arbitrator or governmental or regulatory
official, body or authority which is applicable to Transfer Agent,
(iii) the incorporation documents or by-laws of, or any material
agreement to which Transfer Agent is a party.

7.3 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.

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

7.5 It will comply with all applicable sections of the
Exchange Act necessary to enter into and perform this Agreement.

7.6 It has and will continue to have a commercially
reasonable disaster recovery plan.

Section 8. Computer Services.

8.1 Transfer Agent.  Has developed a data access service
that enables the Customer to access the Customer's Shareholder records
maintained on the Transfer Agent's computer system through the



6



Internet or remote access, as the case maybe (the "Data Access
Service").  The Customer wishes to use such Data Access Service
subject to the terms and conditions set forth herein.

8.2 Procedures for Access.  Access is accomplished by
entering a unique Customer identification ("Customer ID(s)") and
passwords ("Password(s)")assigned to the Customer by Transfer Agent.
Each Customer ID and Password assigned to the Customer is for use
only by the Customer.  The Customer shall establish and maintain
reasonable security and control over each Customer ID.  After Transfer
Agent assigns the Customer a Password, the Customer shall change the
Password.  The Password is within the Customer's exclusive control
after the necessary change.  Customer agrees to notify Transfer Agent
immediately if any employee of Customer granted access to the Data
Access Service leaves the employ of the Customer, in order to enable
Transfer Agent to terminate such employee's access.

8.3 Proprietary Information.  The Customer
acknowledges that the databases, computer programs, screen formats,
report formats, interactive design techniques, and documentation
manuals furnished to the Customer by Transfer Agent as part of the
Data Access Service to access Shareholder Data maintained by the
Transfer Agent on data bases under the control and ownership of the
Transfer Agent or other third party constitute copyrighted, trade secret,
or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third
party.  In no event shall Proprietary Information be deemed
Shareholder Data.  The Customer agrees to treat all Proprietary
Information as proprietary to the Transfer Agent and further agrees that
it shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder.  Without limiting
the foregoing, the Customer agrees for itself and its employees and
agents:

(a) to refrain from copying or duplicating in any
way the Proprietary Information, other than to print out pages reflecting
Shareholder Data to provide to Shareholders or for Customer's internal
use;

(b) to refrain from obtaining unauthorized
access to any portion of the Proprietary Information, and if such access
is inadvertently obtained, to inform Transfer Agent in a timely manner
of such fact and dispose of such information in accordance with
Transfer Agent's instructions;

(c) to refrain from causing or allowing the
Proprietary Information from being retransmitted to any other computer
facility or other location, except with the prior written consent of the
Transfer Agent;

(d) that the Customer shall have access only to
those authorized transactions agreed upon by the parties; and

(e) to honor all reasonable written requests
made by Transfer Agent to protect at Transfer Agent's expense the
rights of Transfer Agent Proprietary Information at common law, under
federal copyright law and under other federal or state law.

8.4 Content.  If the Customer notifies the Transfer Agent
that any part of the Data Access Service does not operate in material
compliance with the user documentation provided by the Transfer
Agent for such service, the Transfer Agent shall endeavor in a timely
manner to correct such failure.  Organizations from which the Transfer
Agent may obtain certain data included in the services are solely
responsible for the contents of such data and the Customer agrees to
make no claim against the Transfer Agent arising out of the contents of
such third party data, including, but not limited to, the accuracy thereof.



7



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

Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 8.


Section 9. Representations and Warranties of Customer.

The Customer represents and warrants to the Transfer Agent
that:

9.1 Organizations.  It is a corporation duly organized and
existing and in good standing under the laws of Maryland;

9.2 Governance.  It is empowered under applicable laws
and by its Articles of Incorporation and By-Laws to enter into and
perform this Agreement.  All corporate proceedings required by said
Articles of Incorporation, By-Laws and applicable law have been taken
to authorize it to enter into and perform this Agreement; and

9.3 Securities Act of 1933.  A registration statement
under the Securities Act of 1933, as amended (the "1933 Act") has
been filed and is currently effective, or will be effective prior to the sale
of any Shares, and will remain so effective, and all appropriate state
securities law filings have been made with respect to all the Shares of
the Customer being offered for sale except for any Shares which are
offered in a transaction or series of transactions which are exempt from
the registration requirements of the 1933 Act and state securities laws;
information to the contrary will result in immediate notification to the
Transfer Agent.

Section 10. Indemnification/Limitation of Liability.

10.1 Standard of Care.  The Transfer Agent shall at all
times act in good faith and agrees to use its best efforts within
reasonable time 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 or that of its employees
as set forth and subject to the limitations set forth in Section 10.4
below.

10.2 Customer Indemnity.  The Transfer Agent shall not
be responsible for, and the Customer shall indemnify and hold the
Transfer Agent harmless from and against, any and all losses, claims,
damages, costs, charges, counsel fees and expenses, payments,
expenses and liability arising out of or attributable to:

(a) all actions of the Transfer Agent or its
agents or subcontractors required to be taken pursuant to this
Agreement provided such actions are taken in good faith and without
negligence or willful misconduct;

(b) the Customer's lack of good faith,
negligence or willful misconduct or the breach of any representation or
warranty of the Customer hereunder;



8



(c) the reliance or use by the Transfer Agent or
its agents or subcontractors of information, records and documents
which have been prepared and/or maintained by the Customer or any
other person or firm on behalf of the Customer.  Such other person or
firm shall include any former transfer agent or former registrar, or co-
transfer agent or co-registrar or any current registrar where the Transfer
Agent is not the current registrar;

(d) the reliance or use by the Transfer Agent or
its agents or subcontractors of any paper or document reasonably
believed to be genuine and to have been signed by the proper person or
persons including Shareholders or electronic instruction from
Shareholders submitted through the Shareholder Internet Services or
other electronic means pursuant to security procedures established by
the Transfer Agent; and

(e) the negotiations and processing of all
checks, including checks made payable to prospective or existing
shareholders which are tendered to the Transfer Agent for the purchase
of Shares (commonly known as "third party checks").

10.3 Instructions.  At any time the Transfer Agent may
apply to any officer of the Customer for instruction, and may consult
with legal counsel for the Transfer Agent or the Customer with respect
to any matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and Transfer Agent and its
agents and subcontractors shall not be liable and shall be indemnified
by the Customer for any action taken or omitted by it in reliance upon
such instructions or upon the advice or opinion of such counsel.  The
Transfer Agent, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document reasonably believed
to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents
provided the Transfer Agent or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or
similar means authorized by the Customer, and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Customer.  The Transfer Agent, 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 officers of the Customer, and
the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.

10.4 Transfer Agent Indemnification/Limitation of
Liability.  Transfer Agent shall be responsible for and shall indemnify
and hold the Customer harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to Transfer Agent's refusal or failure to
comply with the terms of this Agreement, or which arise out of
Transfer Agent's negligence or willful misconduct or which arise out of
the breach of any representation or warranty of Transfer Agent
hereunder, for which Transfer Agent is not entitled to indemnification
under this Agreement; provided, however, that Transfer Agent's
aggregate liability during any term of this Agreement with respect to,
arising from, or arising in connection with this Agreement, or from all
services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not
exceed $1,000,000.00 (one million dollars).

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



9



Section 11. Damages.

No party shall be liable for any incidental, indirect, special or
consequential damages of any nature whatsoever, including, but not
limited to, loss of anticipated profits, occasioned by a breach of any
provision of this Agreement even if apprised of the possibility of such
damages.

Section 12. Responsibilities of the Transfer Agent.

12.1 The Customer agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments
and assurances as may reasonably be required by the Transfer Agent
for the carrying out, or performing by the Transfer Agent of the
provisions of this Agreement.

12.2 No provision of this Agreement shall require the
Transfer Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in
the exercise of its rights if it shall believe in good faith that repayment
of such funds or adequate indemnification against such risk or liability
is not reasonably assured to it.

Section 13. Covenants of the Customer and Transfer Agent.

13.1 Notification.  Customer shall notify Transfer Agent
as soon as possible in advance of any stock split, stock dividend or
similar event which may affect the Shares, and any bankruptcy,
insolvency, moratorium or other proceeding regarding Customer
affecting the enforcement of creditors' rights. Notwithstanding any
other provision of the Agreement to the contrary, Transfer Agent will
have no obligation to perform any Services under the Agreement
subsequent to the commencement of any bankruptcy, insolvency,
moratorium or other proceeding regarding Customer affecting the
enforcement of creditor' rights unless Transfer Agent receives
assurance satisfactory to it that it will receive full payment for such
services.

13.2 Records.  The Transfer Agent shall keep records
relating to the services to be performed hereunder, in the form and
manner as it may deem advisable.  The Transfer Agent agrees that all
such records prepared or maintained by it relating to the services
performed hereunder are the property of the Customers and will be
preserved, maintained and made available in accordance with the
requirements of law, and will be surrendered promptly to the
Customers on and in accordance with its request, to the extent such
surrender does not conflict with, or is not prohibited by, applicable
laws.

Section 14. Confidentiality.

14.1 Covenant.  The Transfer Agent and the Customer
agree that they will not, at any time during the term of this Agreement
or after its termination, reveal, divulge, or make known to any person,
firm, corporation or other business organization, any customers' lists,
trade secrets, cost figures and projections, profit figures and
projections, or any other secret or confidential information whatsoever,
whether of the Transfer Agent or of the Customer, used or gained by
the Transfer Agent or the Customer during performance under this
Agreement.  The Customer and the Transfer Agent further covenant
and agree to retain all such knowledge and information acquired during
and after the term oft his Agreement respecting such lists, trade secrets,
or any secret or confidential information whatsoever in trust for the sole
benefit of the Transfer Agent or the Customer and their successors and
assigns.  The above prohibition of disclosure shall not apply to the
extent that the Transfer Agent must disclose such data to its sub-
contractor or agent for purposes of providing services under this
Agreement.



10



14.2 Request for Records.  In the event that any requests
or demands are made for the inspection of the Shareholder records of
the Customer, other than request for records of Shareholders pursuant
to standard subpoenas from state or federal government authorities
(e.g., in divorce and criminal actions), the Transfer Agent will endeavor
to notify the Customer and to secure instructions from an authorized
officer of the Customer as to such inspection.  The Transfer Agent
expressly reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by counsel that it may be
held liable for the failure to exhibit the Shareholder records to such
person or if required bylaw or court order.

Section 15. Term and Termination.

15.1 Term.  The Initial Term of this Agreement shall be
three (3) years from the date first stated above unless terminated
pursuant to the provisions of this Section 15.  Unless a terminating
party gives written notice to the other party sixty (60) days before the
expiration of the Initial Term this Agreement will renew automatically
from year to year ("Renewal Term").  If, after the Initial Term, any
party to this Agreement may terminate this Agreement by providing
notice to the other parties 60 days prior to the anticipated termination
date.  Sixty (60) days prior to the Initial Term or a Renewal Term, the
parties to this Agreement will mutually agree upon a Fee Schedule for
the upcoming Renewal Term.

15.2 Early Termination.  Notwithstanding anything
contained in this Agreement to the contrary, should Customer desire to
move any of its services provided by the Transfer Agent hereunder to a
successor service provider prior to the expiration of the then current
Initial or Renewal Term, or without the required notice period, the
Transfer Agent shall make a good faith effort to facilitate the
conversion on such prior date, however, there can be no guarantee that
the Transfer Agent will be able to facilitate a conversion of services on
such prior date.  In connection with the foregoing, should services be
converted to a successor service provider, or if the Customer is
liquidated or its assets merged or purchased or the like with another
entity which does not utilize the services of the Transfer Agent, the fees
payable to the Transfer Agent shall be calculated as if the services had
remained with the Transfer Agent until the expiration of the then
current Initial or Renewal Term and calculated at existing rates on the
date notice of termination was given to the Transfer Agent, and the
payment of fees to the Transfer Agent as set forth herein shall be
accelerated to the date prior to the conversion or termination of
services.  Section 15.2 shall not apply if the Transfer Agent is
terminated for cause under Section 15.4(a) of this Agreement.  Once
this Agreement is terminated, any and all other services provided by
Transfer Agent for the Customer will be deemed terminated on said
date.

15.3 Expiration of Term.  After the expiration of the Initial
Term or Renewal Term whichever currently is in effect, should either
party exercise its right to terminate, all reasonable out-of-pocket
expenses associated with the movement of records and material will be
borne by the Customer. Additionally, the Transfer Agent will charge a
de-conversion/transition fee in an amount equal to 10% of the
aggregate fees incurred by Customer during the immediately preceding
twelve (12) month period, provided, however, such fee shall in no event
be less than one thousand ($1,000.00) dollars.

15.4 Termination.

This Agreement may be terminated in accordance with the
following:

(a) At any time by any party upon a material
breach of a representation, covenant or term of this Agreement by any
other unaffiliated party which is not cured within a period not to exceed
thirty (30) days after the date of written notice thereof by one of the
other parties; and



11



(b) By Transfer Agent, at any time, in the event
that during the term of this Agreement, a bankruptcy or insolvency
proceeding is filed by or against Customer or a trustee or receiver is
appointed for any substantial part of Customer's property (and in a case
of involuntary bankruptcy, insolvency or receivership proceeding, there
is entered an order for relief, or order appointing a receiver or some
similar order or decree and Customer does not succeed in having such
order lifted or stayed within sixty (60) days from the date of its entry),
or Customer makes an assignment of all or substantially all of its
property for the benefit of creditors or ceases to conduct its operations
in the normal course or business.

15.5 Records.  Upon receipt of written notice of
termination, the parties will use commercially practicable efforts to
effect an orderly termination of this Agreement. Without limiting the
foregoing, Transfer Agent will deliver promptly to Customers, in
machine readable form on media as reasonably requested by
Customers, all stockholder and other records, files and data supplied to
or compiled by Transfer Agent on behalf of Customers.

15.6 Privacy Act Information Definition.

(a) Definition.  Transfer Agent may receive
information from Customer or may come into possession of
information that Customer is required to protect under Title V of the
Graham-Leach-Bliley Act of 1999 ("Privacy Act") in connection with
providing services to Customer under this Agreement. For purposes of
this Agreement, "Privacy Act Information" shall mean the following
types of information and other information of a similar nature (whether
or not reduced to writing):  Shareholder Information, non public
personal information including" personally identifiable financial
information" whether provided directly by the Shareholder in
connection with obtaining a service or obtained from other sources,
Shareholder financial information, Shareholder names and other
information related to Shareholders.

(b) Ownership.  All notes, data, reference,
materials, memoranda, documentation and records, in any way
incorporating or reflecting any of the Privacy Act Information shall
belong exclusively at all times to Customer. Transfer Agent agrees to
turn over shareholder records to Customer upon request or upon
termination of this Agreement, subject to applicable law.

(c) Confidentiality.  Transfer Agent agrees
during the term of this Agreement and thereafter to hold in confidence
and not to directly or indirectly reveal, report, publish, disclose or
transfer any of the Privacy Act Information to any person or entity, or
utilize any of the Privacy Act Information for any purpose, except in
connection with providing services hereunder or as required by law;
provided, however, Transfer Agent may disclose such Privacy Act
Information to its third-party vendors for purposes of performing
services for Customer provided such third party vendors are
contractually bound to keep such information confidential.

Section 16. Assignment.

16.1 Consent.  Except as otherwise provided in
Section 16.2 below, neither this Agreement nor any rights or
obligations hereunder may be assigned or delegated by either party
without the written consent of the other.

16.2 Affiliates.  The Transfer Agent may, without further
consent of the Customer assign its rights and obligations hereunto to
any affiliated transfer agent registered under Section 17A(c)(2) of the
Exchange Act.  The Transfer Agent may not assign its rights or
obligations to unaffiliated third parties without the written consent of
the Customer.


12



16.3 Sub-contractors.  Transfer Agent may, without
further consent on the part of Customer, subcontract with other
subcontractors for telephone and mailing services as may be required
from time to time; provided, however, that the Transfer Agent shall be
as fully responsible to the Customer for the acts and omissions of any
subcontractor as it is for its own acts and omissions.

Section 17. Unaffiliated Third Parties.

Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as, by way of example
and not limitation, airborne services, the U.S. mails and
telecommunication companies, provided, if the Transfer Agent selected
such company, the Transfer Agent shall have exercised due care in
selecting the same.

Section 18. Miscellaneous.

18.1	Notices.  Any notice or communication by the
Transfer Agent or the Customer to the other is duly given if in writing
and delivered in person or mailed by first class mail, postage prepaid,
telex, telecopier or overnight air courier guaranteeing next day delivery,
to the other's address:

If to the Customer:

Morgan Stanley Trust
Harborside Financial Center
Plaza II
Jersey City, NJ 07311
Telecopy No.:  (781) 575-4210
Attn:  General Counsel

If to the Transfer Agent:

Computershare Trust Company, N.A.
c/o Computershare Shareholder Services, Inc.
250 Royall Street
Canton, MA 02021
Telecopy No.:  (781) 575-4210
Attn:  General Counsel

18.2 Successors.  All the covenants and provisions of this
agreement by or for the benefit of the Customer or the Transfer Agent
shall bind and inure to the benefit of their respective successors and
assigns hereunder.

18.3 Amendments.  This Agreement may be amended or
modified by a written amendment executed by the parties hereto and, to
the extent required, authorized or approved by a resolution of the Board
of Directors of the Customer.

18.4 Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provision, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.



13



18.5 Governing Law.  This Agreement shall be governed
by the laws of the Commonwealth of Massachusetts, without reference
to its conflicts of law provisions.

18.6 Force Majeure.  Notwithstanding anything to the
contrary contained herein, Transfer Agent shall not be liable for any
delays or failures in performance resulting from acts beyond its
reasonable control including, without limitation, acts of God, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.

18.7 Third Party Beneficiaries.  The provisions of this
Agreement are intended to benefit only the Transfer Agent, the
Customer and their respective permitted successors and assigns.  No
rights shall be granted to any other person by virtue of this agreement,
and there are no third party beneficiaries hereof.

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

18.9 Priorities.  In the event of any conflict, discrepancy,
or ambiguity between the terms and conditions contained in this
Agreement and any schedules or attachments hereto, the terms and
conditions contained in this Agreement shall take precedence.

18.10 Merger of Agreement.  This agreement constitutes
the entire agreement between the parties hereto and supersedes any
prior agreement with respect to the subject matter hereof, whether oral
or written.

18.11 Counterparts.  This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


14


IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed by one of its officers thereunto
duly authorized, all as of the date first written above.

Morgan Stanley Closed End Funds
Set Forth In Appendix A ("Morgan Stanley Closed-End Funds")

BY:
/s/ James Garrett
Name: James Garrett
Title: Treasurer and Chief Financial
Officer of each of the Morgan Stanley
Closed-End Funds

Computershare Shareholder Services, Inc. Computershare Trust Company, N.A.
On Behalf Of Both Entities

BY:
/s/ Darlene M. Diodato
Name: Darlene M. Diodato
Title: Senior Managing Director

APPENDIX A

Morgan Stanley China A Share Fund, Inc.

Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.

Morgan Stanley Frontier Emerging Markets Fund, Inc.

The Turkish Investment Fund, Inc.

A-1

AMENDMENT NO. 1 TO
TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment No. 1 ("Amendment"), effective as of April 24,
2009 ("Effective Date"), is to the Transfer Agency and Service
Agreement dated as of September 26, 2006 ("Agreement"), by
and between certain Morgan Stanley Closed End Funds as set
forth in Appendix A of the Agreement (collectively, "Customers"
or individually, "Customer"), and Computershare Inc. (f/k/a
Computershare Shareholder Services, Inc.), and its fully-owned
subsidiary Computershare Trust Company, N.A. (collectively,
"Transfer Agent").

WHEREAS, the Customers and Transfer Agent are
parties to the Agreement;

WHEREAS, the Customers and Transfer Agent now
desire to amend the Agreement;

NOW, THEREFORE, in consideration of the premises and
mutual agreements herein set forth, the parties hereby agree as
follows:

1. Amendment of Introductory Section.  The
Introductory Section of the Agreement is
hereby amended by deleting "Harborside Financial
Center, Plaza II, Jersey City, NJ  07311" in its entirety
and replacing it with "522 Fifth Avenue, New York, NY
10036".

2. Amendment of Section 18.  Section 18 of the
Agreement is hereby amended by
deleting the "If to Customer" notice address in its
entirety and replacing it with the following:

Morgan Stanley Trust
522 Fifth Avenue
New York, NY  10036
Attn: General Counsel

3. Amendment of Name.  The Agreement is hereby
amended by deleting each reference to "Computershare
Shareholder Services, Inc." and replacing each such
reference with "Computershare Inc."

4. Amendment of Appendix A.  Appendix A to the
Agreement is hereby deleted in its entirety and replaced
with the new Appendix A attached hereto.

5. Effect on Agreement.  Except as otherwise amended,
all other terms of the Agreement shall remain in full
force and effect.

6. Counterparts.  This Amendment may be executed in
any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together
constitute but one and the same instrument.  A
signature to this Agreement transmitted electronically
shall have the same authority, effect, and enforceability
as an original signature.

IN WITNESS WHEREOF each of the parties hereto has caused
this Amendment to be executed by one of its officers thereunto
duly authorized, all as of the Effective Date.

Computershare Inc. and Computershare Trust Company, N. A.
On Behalf of Both Entities:
By:

Name: Dennis V. Moccia
Title: Managing Director

Morgan Stanley Closed End Funds set forth in Appendix A
By:

Name: James Garrett
Title: Treasurer and Chief Financial Officer of
each of the Morgan Stanley Closed-End Funds

Appendix A
As amended April 24, 2009

Morgan Stanley Asia-Pacific Fund, Inc.
Morgan Stanley California Insured Municipal Income Trust
Morgan Stanley California Quality Municipal Securities
Morgan Stanley China "A" Share Fund, Inc.
Morgan Stanley Eastern Europe Fund, Inc.
Morgan Stanley Emerging Markets Debt Fund, Inc.
Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.
Morgan Stanley Emerging Markets Fund, Inc.
Morgan Stanley Frontier Emerging Markets Fund, Inc.
Morgan Stanley Global Opportunity Bond Fund, Inc.
Morgan Stanley High Yield Fund, Inc.
Morgan Stanley Income Securities Inc.
Morgan Stanley India Investment Fund, Inc.
Morgan Stanley Insured California Municipal Securities
Morgan Stanley Insured Municipal Bond Trust
Morgan Stanley Insured Municipal Income Trust
Morgan Stanley Insured Municipal Securities
Morgan Stanley Insured Municipal Trust
Morgan Stanley Municipal Income Opportunities Trust
Morgan Stanley Municipal Income Opportunities Trust II
Morgan Stanley Municipal Income Opportunities Trust III
Morgan Stanley Municipal Premium Income Trust
Morgan Stanley New York Quality Municipal Securities
Morgan Stanley Quality Municipal Income Trust
Morgan Stanley Quality Municipal Investment Trust
Morgan Stanley Quality Municipal Securities
The Latin American Discovery Fund, Inc.
The Malaysia Fund, Inc.
The Thai Fund, Inc.
The Turkish Investment Fund, Inc.

AMENDMENT
NO. 2 TO TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment No. 2 ("Amendment), effective as of June 1, 2010 (
"Effective Date"),  is to the Transfer Agency and Service Agreement
dated as of September 26, 2006 ("Agreement"), by and between certain
Morgan Stanley Closed End Funds as set forth in Appendix A of the
Agreement (collectively, "Customers" or individually, "Customer"),
and Computershare Inc. (f/k/a Computershare Shareholder Services,
Inc.), and its fully owned subsidiary Computershare Trust Company,
N.A. (collectively, "Transfer Agent").

WHEREAS, the Customers and Transfer Agent are
parties to the Agreement;

WHEREAS, the Customers and Transfer Agent now
desire to amend the Agreement;

NOW, THEREFORE, in consideration of the
premises and mutual agreements herein set forth, the parties hereby
agree as follows:

1. Amendment of Amended Appendix A.  Amended Appendix
A to the Agreement is hereby deleted in its entirety and
replaced with the new Amended Appendix A attached hereto.

2. Effect on Agreement.  Except as otherwise amended, all
other terms of the Agreement shall remain in full force and
effect.

3. Counterparts.  This Amendment may be executed in any
number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.  A signature to this Agreement transmitted
electronically shall have the same authority, effect, and
enforceability as an original signature.

IN WITNESS WHEREOF each of the parties hereto has caused this
Amendment to be executed by one of its officers thereunto duly
authorized, all as of the Effective Date.

Computershare Inc. and Computershare Trust Company, N.A.
On Behalf of Both Entities:
By: /s/ Dennis V. Moccia
Name: Dennis V. Moccia
Title: Manager, Contract Administration

Morgan Stanley Closed End Funds
set forth in Amended Appendix A
By: /s/ Frank Smith
Name: Frank Smith
Title: Treasurer, Morgan Stanley Closed-end Funds

Appendix A
As Amended April 29, 2010

Morgan Stanley Asia-Pacific Fund, Inc.
Morgan Stanley Eastern Europe Fund Inc.
Morgan Stanley Emerging Markets Fund
Morgan Stanley Emerging Markets Debt Fund
Morgan Stanley Global Opportunity Bond
Morgan Stanley Income Securities Inc.
Morgan Stanley India Investment Fund
The Latin American Discovery Fund Inc.
The Malaysia Fund Inc.
The Thai Fund Inc.
The Turkish Investment Fund Inc.
Morgan Stanley China A Share Fund
Morgan Stanley Emerging Markets Domestic Debt Fund
Morgan Stanley Frontier Emerging Market Fund

(revised:  4/29/2010)

17354857.1.BUSINESS
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>3
<FILENAME>msindiainvestmentfundbylaws.txt
<DESCRIPTION>MS INDIA INVESTMENT FUND BY LAWS
<TEXT>

MORGAN STANLEY INDIA INVESETMENT FUND, INC.
A Maryland corporation
AMENDED AND RESTATED BY-LAWS
June 2012

TABLE OF CONTENTS

ARTICLE I     5
Section 1.1.  Place of Meeting 5
Section 1.2.  Annual Meetings 5
Section 1.3.  Special Meetings 5
Section 1.4.  Notice of Meetings of Stockholders 6
Section 1.5.  Record Dates 6
Section 1.6.  Quorum; Adjournment of Meetings 7
Section 1.7.  Voting and Inspectors 7
Section 1.8.  Conduct of Stockholders' Meetings	8
Section 1.9.  Concerning Validity of Proxies, Ballots, etc. 8
Section 1.10. Action Without Meeting 8
Section 1.11. Advance Notice of Stockholder Nominees for Director and
	      Other Stockholder Proposals 9
ARTICLE II    12
Section 2.1.  Function of Directors 13
Section 2.2.  Number of Directors 13
Section 2.3.  Classes of Dierctors; Terms of Directors	13
Section 2.4.  Vacancies	3
Section 2.5.  Increase or Decrease in Number of Directors 34
Section 2.6.  Place of Meeting 34
Section 2.7.  Regular Meetings 34
Section 2.8.  Special Meetings 34
Section 2.9.  Notices 3
Section 2.10. Quorum 35
Section 2.11. Executive Committee 35
Section 2.12. Other Committees 36
Section 2.13. Telephone Meetings 36
Section 2.14. Action Without a Meeting 36
Section 2.15. Compensation of Directors	3
Section 2.16. Selection and Nomination of Non-Interested Directors 37

ARTICLE III   37
Section 3.1.  Executive Officers 3
Section 3.2.  Term of Office 3
Section 3.3.  Powers and Duties	38
Section 3.4.  Surety Bonds 38

ARTICLE IV    3
Section 4.1.  Certificates for Shares 3
Section 4.2.  Transfer of Shares 3
Section 4.3.  Stock Ledgers 39
Section 4.4.  Transfer Agents and Registrars 3
Section 4.5.  Lost, Stolen or Destroyed Certificates 3

ARTICLE V     20
Section 5.1.  Corporate Seal 20
Section 5.2.  Location of Offices 3
Section 5.3.  Books and Records 3
Section 5.4.  Annual Statement of Affairs 3
Section 5.5.  Net Asset Value 3

ARTICLE VI    3
Section 6.1.  Fiscal Year 3
Section 6.2.  Accountant 3

ARTICLE VII   3
Section 7.1.  General 3
Section 7.2.  Indemnification of Directors and Officers	3
Section 7.3.  Insurance	32

ARTICLE VIII  3

ARTICLE IX    3

MORGAN STANLEY INDIA INVESTMENT FUND, INC.
By-Laws

ARTICLE I

Stockholders

Section 1.1.  Place of Meeting.  All meetings of the stockholders should
be held at the principal office of the Corporation in the State of Maryland
or at such other place within the United States as may from time to time be
designated by the Board of Directors and stated in the notice of such meeting.

Section 1.2.  Annual Meetings.  The annual meeting of the stockholders of the
Corporation shall be held on such day of each calendar year as may from time
to time be designated by the Board of Directors and stated in the notice of
such meeting, for the purpose of electing directors for the ensuing year and
for the transaction of such other business as may properly be brought
before the meeting.

Section 1.3.  Special Meetings.  Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors.  Special meetings of
stockholders shall also be called by the Secretary upon receipt of the
request in writing signed by stockholders holding not less than 25% of the
votes entitled to be cast thereat.  Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted on at
such proposed meeting.  The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing such notice of meeting
and upon payment to the Corporation of such costs, the Secretary shall give
notice as required in this Article to all stockholders entitled to notice of
such meeting.  No special meeting of stockholders need be called upon the
request of the holders of common stock entitled to cast less than a majority
of all votes entitled to be cast at such meeting to
consider any matter which is substantially the same as a matter voted upon
at any special meeting of stockholders held during the preceding twelve
months.

Section 1.4.  Notice of Meetings of Stockholders.  Not less than ten days'
and not more than ninety days' written or printed notice of every meeting
of stockholders, stating the time and place thereof (and the purpose of any
special meeting), shall be given to each stockholder entitled to vote
thereat and to each other stockholder entitled to notice of the meeting by
leaving the same with such stockholder or at such stockholder's residence or
usual place of business or by mailing it, postage prepaid, and addressed to
such stockholder at such stockholder's address as it appears upon the books
of the Corporation.  If mailed, notice shall be deemed to be given when
deposited in the mail addressed to the stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of stockholders need
be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.

Section 1.5.  Record Dates.  The Board of Directors may fix, in advance, a
record date for the determination of stockholders entitled to notice of or
to vote at any stockholders meeting or to receive a dividend or be allotted
rights or for the purpose of any other proper determination with respect to
stockholders and only stockholders of record on such date shall be entitled
to notice of and to vote at such meeting or to receive such dividends or
rights or otherwise, as the case may be; provided, however, that such record
date shall not be prior to ninety days preceding the date of any such
meeting of stockholders, dividend payment date, date for the allotment of
rights or other such action requiring the determination of a record date;
and further provided that such record date shall not be prior to the close
of business on the day the record date is fixed, that the transfer books
shall not be closed for a period longer than 20 days, and that in the case
of a meeting of stockholders, the record date or the
closing of the transfer books shall not be less than ten days prior to the
date fixed for such meeting.

Section 1.6.  Quorum; Adjournment of Meetings.  The presence in person or
by proxy of stockholders entitled to cast a majority of the votes entitled
to be cast thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided in the Articles of Incorporation.
If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the holders of a majority of the stock present in
person or by proxy shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote at such meeting shall be present,
to a date not more than 120 days after the original record date.  At such
adjourned meeting at which the requisite amount of stock entitled to vote
thereat shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.

Section 1.7.  Voting and Inspectors.  At all meetings, stockholders of record
entitled to vote thereat shall have one vote for each share of common stock
standing in his name on the books of the Corporation (and such stockholders
of record holding fractional shares, if any, shall have proportionate voting
rights) on the date for the determination of stockholders entitled to vote
at such meeting, either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the best
of their ability, and shall after the election make a certificate of the
result of the vote taken.  No candidate for the office of Director shall be
appointed such Inspector.

Section 1.8.  Conduct of Stockholders' Meetings.  The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he
is not present, by the President, or if he is not present, by a
vice-president, or if none of them is present, by a Chairman to be elected
at the meeting.  The Secretary of the Corporation, if present, shall act as
a Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor the Assistant Secretary is present,
then the meeting shall elect its Secretary.

Section 1.9.  Concerning Validity of Proxies, Ballots, etc.   At every
meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed by the
Chairman of the meeting, in which event such inspectors of election shall
decide all such questions.  Unless a proxy provides otherwise, it is not
valid for more than eleven months after its date.

Section 1.10.  Action Without Meeting.  Any action to be taken by stockholders
may be taken without a meeting if (1) all stockholders entitled to vote on
the matter consent to the action in writing, (2) all stockholders entitled
to notice of the meeting but not entitled to vote at it sign a written waiver
of any right to dissent and (3) said consents and waivers are filed with the
records of the meetings of stockholders.  Such consent shall be treated for
all purposes as a vote at the meeting.

Section 1.11.  Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or special
meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be
brought properly before such meeting in compliance with the procedures set
forth in this Section 1.11.
(b)For any matter to be properly before any annual meeting of stockholders,
the matter must be (i) specified in the notice of annual meeting given by
or at the direction of the Board of Directors, (ii) otherwise brought before
the annual meeting by or at the direction of the Board of Directors or (iii)
brought before the annual meeting in the manner specified in this Section
1.11 by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through
a nominee or "street name" holder of record and can demonstrate to the
Corporation such indirect ownership and such Nominee Holder's entitlement
to vote such securities.  In addition to any other requirements under
applicable law and the Certificate of Incorporation and By-Laws of the
Corporation, persons nominated by stockholders for election as directors
of the Corporation and any other proposals by stockholders shall be properly
brought before the meeting only if notice of any such matter to be presented
by a stockholder at such meeting of stockholders (the "Stockholder Notice")
shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not less than 60 nor more than 90 days
prior to the first anniversary date of the annual meeting for the preceding
year; provided, however, that, if and only if the annual meeting is not
scheduled to be held within a period that commences 30 days before such
anniversary date and ends 30 days after such anniversary date (an annual
meeting date outside such period being referred to herein as an "Other Annual
Meeting Date"), such Stockholder Notice shall be given in the manner provided
herein by the later of the close of business on (i) the date 60 days prior
to such Other Annual Meeting Date or (ii) the 10th day following the date
such Other Annual Meeting Date is first publicly announced or disclosed.
Any stockholder desiring to nominate any person or persons (as the case may
be) for election as a director or directors of the Corporation shall deliver,
as part of such Stockholder Notice:  (i) a statement in writing setting forth
(A) the name of the person or persons to be nominated, (B) the number and
class of all shares of each class of stock of the Corporation owned of record
and beneficially by each such person, as reported to such stockholder by
such nominee(s), (C) the information regarding each such person required by
paragraph (b) of Item 22 of Rule 14a-101 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation or
rule subsequently adopted by the Securities and Exchange Commission applicable
to the Corporation), (D) whether such stockholder believes any nominee will
be an "interested person" of the Corporation (as defined in the Investment
Company Act of 1940, as amended), and, if not an "interested person",
information regarding each nominee that will be sufficient for the Corporation
to make such determination, and (E) the number and class of all shares of
each class of stock of the Corporation owned of record and beneficially by
such stockholder; (ii) each such person's signed consent to serve as a
director of the Corporation if elected, such stockholder's name and address;
and (iii) in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of, and entitlement to vote, securities
at the meeting of stockholders.  Any stockholder who gives a Stockholder
Notice of any matter proposed to be brought before the meeting (not involving
nominees for director) shall deliver, as part of such Stockholder Notice,
the text of the proposal to be presented and a brief written statement of
the reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each
class of stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of,
and entitlement to vote, securities at the meeting of stockholders.  As used
herein, shares "beneficially owned" shall mean all shares which such person
is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Exchange Act.Notwithstanding anything in this Section 1.11 to the contrary,
in the event that the number of directors to be elected to the Board of
Directors of the Corporation is increased and either all of the nominees for
director or the size of the increased Board of Directors are not publicly
announced or disclosed by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a Stockholder Notice
shall also be considered timely hereunder, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to
the Secretary of the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th day following
the first date all of such nominees or the size of the increased Board of
Directors shall have been publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to
the Board of Directors, any stockholder may nominate a person or persons (as
the case may be), for election to such position(s) as specified in the
Corporation's notice of meeting, if the Stockholder Notice required by
clause (b) of this Section 1.11 hereof shall be delivered to the Secretary
of the Corporation at the principal executive office of the Corporation not
later than the close of business on the 10th day following the day on which
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting is publicly announced or disclosed.
(d) For purposes of this Section 1.11, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any announcement
thereof, commence a new period for the giving of notice as provided in this
Section 1.11.  This Section 1.11 shall not apply to stockholder proposals made
pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of
the meeting, shall have the power and duty to determine whether notice of
nominees and other matters proposed to be brought before a meeting has been
duly given in the manner provided in this Section 1.11 and, if not so given,
shall direct and declare at the meeting that such nominees and other matters
shall not be considered.

ARTICLE II

Board of Directors

Section 2.1.  Function of Directors.  The business and affairs of the
Corporation shall be conducted and managed under the direction of its Board
of Directors.  All powers of the Corporation shall be exercised by or under
authority of the Board of Directors except as conferred on or reserved to
the stockholders by statute.

Section 2.2.  Number of Directors.  The Board of Directors shall consist of
not more than fourteen Directors nor less than such number of Directors as
may be permitted under Maryland law, as may be determined from time to time
by vote of a majority of the Directors then in office. Directors need not
be stockholders.

Section 2.3.  Classes of Directors; Terms of Directors.  The Directors
shall be divided into three classes, designated Class I, Class II and
Class III.  All classes shall be as nearly equal in number as possible.
The Directors as initially classified shall hold office for terms as
follows: the Class I Directors shall hold office until the date of the
annual meeting of stockholders in 1996 or until their successors shall
be elected and qualified; the Class II Directors shall hold office until
the date of the annual meeting of stockholders in 1997 or until their
successors shall be elected and qualified; and the Class III Directors
shall hold office until the date of the annual meeting of stockholders
in 1998 or until their successors shall be elected and qualified.  Upon
expiration of the term of office of each class as set forth above, the
Directors in each such class shall be elected for a term of three years
to succeed the Directors whose terms of office expire.  Each Director
shall hold office until the  expiration of his or her term and until his or
her successor shall have been elected and qualified, or until his or her
death, or until he or she shall have resigned, or until he or she shall
have been removed as provided by Statute or the Articles of Incorporation.

Section 2.4.  Vacancies.  In case of any vacancy in the Board of Directors
through death, resignation or other cause, other than an increase in the
number of Directors, subject to the provisions of law, a majority of the
remaining Directors, although a majority is less than a quorum, by an
affirmative vote, may elect a successor to hold office until the next
annual meeting of stockholders or until his successor is chosen and qualified.

Section 2.5.  Increase or Decrease in Number of Directors.  The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created
by any such increase in the number of Directors until the next annual meeting
of stockholders or until their successors are duly chosen and qualified.
The Board of Directors, by the vote of a majority of the entire Board, may
likewise decrease the number of Directors to a number not less than that
permitted by law.

Section 2.6. Place of Meeting.  The Directors may hold their meetings within
or outside the State of Maryland, at any office or offices of the Corporation
or at any other place as they may from time to time determine.

Section 2.7. Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such time and on such notice as the Directors may from time
to time determine.
The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election
of Directors.

Section 2.8.  Special Meetings.  Special meetings of the Board of Directors
may be held from time to time upon call of the Chairman of the Board, the
President, the Secretary or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each
Director not less than one day before such meeting.

Section 2.9.  Notices.  Unless required by statute or otherwise determined
by resolution of the Board of Directors in accordance with these By-laws,
notices to Directors need not be in writing and need not state the business
to be transacted at or the purpose of any meeting, and no notice need be
given to any Director who is present in person or to any Director who, in
writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice.  Waivers of notice need not
state the purpose or purposes of such meeting.

Section 2.10. Quorum.  One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that if there
is more than one Director, a quorum shall in no case be less than two
Directors.  If at any meeting of the Board there shall be less than a
quorum present, a majority of those present may adjourn the meeting from
time to time until a quorum shall have been obtained.  The act of the
majority of the Directors present at any meeting at which there is a
quorum shall be the act of the Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation or
by these By-Laws.

Section 2.11.  Executive Committee.  The Board of Directors may appoint from
the Directors an Executive Committee to consist of such number of Directors
(not less than two) as the Board may from time to time determine.  The
Chairman of the Committee shall be elected by the Board of Directors.
The Board of Directors shall have power at any time to change the members
of such Committee and may fill vacancies in the Committee by election from
the Directors. When the Board of Directors is not in session, to the extent
permitted by law, the Executive Committee shall have and may exercise any
or all of the powers of the Board of Directors in the management and conduct
of the business and affairs of the Corporation.  The Executive Committee may
fix its own rules of procedure, and may meet when and as provided by such
rules or by resolution of the Board of Directors, but in every case the
presence of a majority shall be necessary to constitute a quorum.  During
the absence of a member of the Executive Committee, the remaining members
may appoint a member of the Board of Directors to act in his place.

Section 2.12. Other Committees.  The Board of Directors may appoint from the
Directors other committees which shall in each case consist of such number
of Directors (not less than two) and shall have and may exercise such powers
as the Board may determine in the resolution appointing them.  A majority of
all the members of any such committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall otherwise
provide.  The Board of Directors shall have power at any time to change the
members and powers of any such committee, to fill vacancies and to discharge
any such committee.

Section 2.13.  Telephone Meetings.  Members of the Board of Directors or a
committee of the Board of Directors may participate in a meeting by means of
a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means, subject to the provisions of the
Investment Company Act of 1940, as amended, constitutes presence in person
at the meeting.

Section 2.14.  Action Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if a written consent to such action is signed
by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the
Board or such committee.

Section 2.15.  Compensation of Directors.  No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of being such Director, an interested
person (as such term is defined by the Investment Company Act of 1940, as
amended) of the Corporation or of its investment manager or principal
underwriter.  Except as provided in the preceding sentence, Directors shall
be entitled to receive such compensation from the Corporation for their
services as may from time to time be voted by the Board of Directors.

Section 2.16.  Selection and Nomination of Non-Interested Directors.  Subject
to approval by a majority of the directors of the Corporation, the directors
of the Corporation who are not interested persons of the Corporation (as that
term is defined in the Investment Company Act of 1940, as amended) shall
select and nominate the directors of the Corporation who are not interested
persons of the Corporation.

ARTICLE III

Officers

Section 3.1.  Executive Officers.  The executive officers of the Corporation
shall be chosen by the Board of Directors.  These may include a Chairman of
the Board of Directors (who shall be a Director) and shall include a
President, a Secretary and a Treasurer.  The Board of Directors or the
Executive Committee may also in its discretion appoint one or more
Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such authority and perform
such duties as the Board of Directors or the Executive Committee may
determine.  The Board of Directors may fill any vacancy which may occur in
any office.  Any two offices, except those of President and Vice-President,
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such instrument is
required by law or these By-Laws to be executed, acknowledged or verified by
two or more officers.

Section 3.2.  Term of Office.  The term of office of all officers shall be
one year and until their respective successors are chosen and qualified.
Any officer may be removed from office at any time with or without cause by
the vote of a majority of the whole Board of Directors.  Any officer may
resign his office at any time by delivering a written resignation to the
Corporation and, unless otherwise specified therein, such resignation shall
take effect upon delivery.

Section 3.3.  Powers and Duties.  The officers of the Corporation shall have
such powers and duties as shall be stated in a resolution of the Board of
Directors, or the Executive Committee and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors and the Executive Committee.

Section 3.4.  Surety Bonds.  The Board of Directors may require any officer
or agent of the Corporation to execute a bond (including, without limitation,
any bond required by the Investment Company Act of 1940, as amended, and the
rules and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his
duties to the Corporation, including responsibility for negligence and for
the accounting of any of the Corporation's property, funds or securities
that may come into his hands.

ARTICLE IV

Capital Stock

Section 4.1.  Certificates for Shares.  The Corporation may, at its option,
determine not to issue a certificate or certificates to evidence shares
owned of record by any stockholder.

Section 4.2.  Transfer of Shares.  Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of shares,
duly endorsed or accompanied by proper instruments of assignment and transfer,
with such proof of the authenticity of the signature as the Corporation or
its agents may reasonably require; in the case of shares not represented by
certificates, the same or similar requirements may be imposed by the Board
of Directors.

Section 4.3.  Stock Ledgers.  The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of
shares held by them respectively, shall be kept at the principal offices of
the Corporation or, if the Corporation employs a Transfer Agent, at the
offices of the Transfer Agent of the Corporation.

Section 4.4.  Transfer Agents and Registrars.  The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar.  Upon any such appointment
being made, all certificates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents or by one of
such registrars of transfers or by both and shall not be valid unless so
countersigned.  If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.

Section 4.5.  Lost, Stolen or Destroyed Certificates.  The Board of Directors
or the Executive Committee or any officer or agent authorized by the Board
of Directors or Executive Committee may determine the conditions upon which
a new certificate of stock of the Corporation of any class may be issued in
place of a certificate which is alleged to have been lost, stolen or
destroyed; and may, in its discretion, require the owner of such certificate
or such owner's legal representative to give bond, with sufficient surety,
to the Corporation and each Transfer Agent, if any, to indemnify it and each
such Transfer Agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost,
stolen or destroyed.

ARTICLE V

Corporate Seal; Location of Offices; Books; Net Asset Value

Section 5.1.  Corporate Seal.  The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as
it may determine.  Any officer or director shall have the authority to affix
the corporate seal.  If the Corporation is required to place its corporate
seal to a document, it shall be sufficient to place the word "(seal)"
adjacent to the signature of the authorized officer of the Corporation
signing the document.

Section 5.2.  Location of Offices.  The Corporation shall have a principal
office in the State of Maryland.  The Corporation may, in addition, establish
and maintain such other offices as the Board of Directors or any officer
may, from time to time, determine.

Section 5.3.  Books and Records.  The books and records of the Corporation
shall be kept at the places, within or without the State of Maryland, as the
directors or any officer may determine; provided, however, that the original
or a certified copy of the by-laws, including any amendments to them, shall
be kept at the Corporation's principal executive office.

Section 5.4.  Annual Statement of Affairs.  The President or any other
executive officer of the Corporation shall prepare annually a full and
correct statement of the affairs of the Corporation, to include a balance
sheet and a financial statement of operations for the preceding fiscal year.
The statement of affairs should be submitted at the annual meeting of
stockholders and, within 20 days of the meeting, placed on file at the
Corporation's principal office.

Section 5.5.  Net Asset Value.  The value of the Corporation's net assets
shall be determined at such times and by such method as shall be established
from time to time by the Board of Directors.

ARTICLE VI

Fiscal Year and Accountant

Section 6.1.  Fiscal Year.  The fiscal year of the Corporation, unless
otherwise fixed by resolution of the Board of Directors, shall begin on the
first day of January and shall end on the last day of December in each year.

Section 6.2.  Accountant.  The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountant to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation.  The employment of the Accountant shall
be conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding
voting securities at any stockholders' meeting called for that purpose.

ARTICLE VII

Indemnification and Insurance

Section 7.1.  General.  The Corporation shall indemnify directors, officers,
employees and agents of the Corporation against judgments, fines, settlements
and expenses to the fullest extent authorized and in the manner permitted,
by applicable federal and state law.

Section 7.2.  Indemnification of Directors and Officers.  The Corporation
shall indemnify to the fullest extent permitted by law (including the
Investment Company Act of 1940, as amended) as currently in effect or as the
same may hereafter be amended, any person made or threatened to be made a
party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or
such person's testator or intestate is or was a director or officer of the
Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer.  To the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended) as currently in
effect or as the same may hereafter be amended, expenses incurred by any
such person in defending any such action, suit or proceeding shall be paid
or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation. The rights provided to any person by this Article VII shall be
enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director or
officer as provided above.  No amendment of this Article VII shall impair the
rights of any person arising at any time with respect to events occurring
prior to such amendment.  For purposes of this Article VII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed
by the Corporation in a consolidation or merger; the term "other enterprises"
shall include any corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall include
service as a director or officer of the Corporation which imposes duties on,
or involves services by, such director or   officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be
deemed to be indemnifiable expenses; and action by a person with respect to
any employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed
to be action not opposed to the best interests of the Corporation.

Section 7.3.  Insurance.  Subject to the provisions of the Investment
Company Act of 1940, as amended, the Corporation, directly, through third
parties or through affiliates of the Corporation, may purchase, or provide
through a trust fund, letter of credit or surety bond insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or who, while a Director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a
Director, officer, employee, partner, trustee or agent of another foreign
or domestic corporation, partnership joint venture, trust or other enterprise
against any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position, whether or not the
Corporation would have the power to indemnify such person against such
liability.

ARTICLE VIII

Custodian

The Corporation shall have as custodian or custodians one or more trust
companies or banks of good standing, foreign or domestic, as may be
designated by the Board of Directors, subject to the provisions of the
Investment Company Act of 1940, as amended, and other applicable laws and
regulations; and the funds and securities held by the Corporation shall be
kept in the custody of one or more such custodians, provided such custodian
or custodians can be found ready and willing to act, and further provided
that the Corporation and/or the Custodians may employ such subcustodians as
the Board of Directors may approve and as shall be permitted by law.

ARTICLE IX

Amendment of By-Laws

The By-Laws of the Corporation may be altered, amended, added to or repealed
only by majority vote of the entire Board of Directors.

17446334.2

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
