<DOCUMENT>
<TYPE>EX-99.H2
<SEQUENCE>4
<FILENAME>dex99h2.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>


                                                                     Exhibit h.2

                Municipal Auction Rate Cumulative Preferred Stock

                          INTERMEDIATE MUNI FUND, INC.

                         2000 Preferred Shares, Series M

                    Liquidation Preference $25,000 Per Share

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                               January ___, 2002

SALOMON SMITH BARNEY INC.
         388 Greenwich Street
         New York, New York 10013

Ladies and Gentlemen:

                  Intermediate Muni Fund, Inc., a Maryland corporation (the
"Fund"), proposes, upon the terms and conditions set forth herein, to issue and
sell an aggregate of 2000 Preferred Shares of its Municipal Auction Rate
Cumulative Preferred Stock, Series M, par value $0.001 per share with a
liquidation preference of $25,000 per share (the "Preferred Shares"). The
Preferred Shares will be authorized by, and subject to the terms and conditions
of, the Fund's Charter, including the Articles Supplementary Creating and
Fixing the Rights of Municipal Auction Rate Cumulative Preferred Stock of the
Fund (the "Articles Supplementary"), in the form filed as an exhibit to the
Registration Statement referred to in Section 1 of this agreement. The Fund and
its investment Manager, Smith Barney Fund Management LLC, (the "Manager"),
wish to confirm as follows their agreement with Salomon Smith Barney Inc.
(the "Underwriter") in connection with the purchase of the Preferred Shares
by the Underwriter.

                  Collectively, (i) the Investment Management Agreement, dated
as of February 27, 1992, between the Fund and the Manager (the "Management
Agreement"), (ii) the Custodian Services Agreement, dated as of _____________,
between the Fund and State Street Bank and Trust Company, (iii) the Auction
Agency Agreement, to be dated as of January 28, 2002, between the Fund and
Bankers Trust Company and (iv) the Broker-Dealer Agreement, to be dated as of
January 28, 2002, between the Fund and Salomon Smith Barney Inc. are hereinafter
referred to as the "Fund Agreements". This Underwriting Agreement is hereinafter
referred to as the "Agreement".

                  1. Registration Statement and Prospectus. The Fund has
                     -------------------------------------
prepared in conformity with the provisions of the Securities Act of 1933, as
amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the
"1940 Act"), and the rules and regulations of the Securities and Exchange
Commission (the "Commission") promulgated under the 1933 Act (the

<PAGE>

                                                                               2

"1933 Act Rules and Regulations") and the 1940 Act (the "1940 Act Rules and
Regulations" and, together with the 1933 Act Rules and Regulations, the "Rules
and Regulations") a registration statement on Form N-2, as amended (File Nos.
333-73414 and 811-6506), under the 1933 Act and the 1940 Act (the "Registration
Statement"), including a Prospectus relating to the Preferred Shares, and has
filed the Registration Statement and Prospectus in accordance with the 1933 Act
and 1940 Act. The Fund also has filed a notification of registration of the Fund
as an investment company under the 1940 Act on Form N-8A (the "1940 Act
Notification"). The term "Registration Statement" as used in this Agreement
means the Registration Statement (including all financial schedules and
exhibits), as amended at the time it becomes effective under the 1933 Act or, if
the Registration Statement became effective under the 1933 Act prior to the
execution of this Agreement, as amended or supplemented at the time it became
effective, prior to the execution of this Agreement. If it is contemplated, at
the time this Agreement is executed, that a post-effective amendment to the
registration statement will be filed under the 1933 Act and must be declared
effective before the offering of the Preferred Shares may commence, the term
"Registration Statement" as used in this Agreement means the registration
statement as amended by said post-effective amendment. If the Fund has filed an
abbreviated registration statement to register an additional amount of Preferred
Shares pursuant to Rule 462(b) under the 1933 Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall include such Rule 462 Registration Statement. The term "Prospectus" as
used in this Agreement means the prospectus and statement of additional
information in the forms included in the Registration Statement or, if the
prospectus and statement of additional information included in the Registration
Statement omit information in reliance on Rule 430A under the 1933 Act Rules and
Regulations and such information is included in a prospectus and statement of
additional information filed with the Commission pursuant to Rule 497 under the
1933 Act, the term "Prospectus" as used in this Agreement means the prospectus
and statement of additional information in the forms included in the
Registration Statement as supplemented by the addition of the information
contained in the prospectus filed with the Commission pursuant to Rule 497. The
term "Prepricing Prospectus" as used in this Agreement means the prospectus and
statement of additional information subject to completion in the forms included
in the Registration Statement at the time of the initial filing of the
Registration Statement with the Commission on November 15, 2001, and as such
prospectus and statement of additional information shall have been amended from
time to time prior to the date of the Prospectus, together with any other
prospectus and statement of additional information relating to the Fund other
than the Prospectus approved in writing by or directly or indirectly prepared by
the Fund or the Manager; it being understood that the definition of Prepricing
Prospectus above shall not include any Prepricing Prospectus prepared by the
Underwriter unless approved in writing by the Fund or the Manager. The terms
"Registration Statement", "Prospectus" and "Prepricing Prospectus" shall also
include any financial statements incorporated by reference therein.

                  The Fund has furnished the Underwriter with copies of such
Registration Statement, each amendment to such Registration Statement filed with
the Commission and each Prepricing Prospectus.

                  2. Agreements to Sell and Purchase. The Fund hereby agrees,
                     -------------------------------
subject to all the terms and conditions set forth herein, to issue and sell to
the Underwriter and, upon the basis of the representations, warranties and
agreements of the Fund and the Manager herein contained and subject to all the
terms and conditions set forth herein, the Underwriter agrees to purchase


<PAGE>

                                                                               3

from the Fund, at a purchase price of $24,750 per Share, the number of Preferred
Shares set forth opposite the name of the Underwriter in Schedule I hereto.

                  3. Terms of Public Offering. The Fund and the Manager have
                    -------------------------
been advised by the Underwriter that the Underwriter proposes to make a public
offering of the Preferred Shares as soon after the Registration Statement and
this Agreement have become effective as in the Underwriter's judgment is
advisable and initially to offer the Preferred Shares upon the terms set forth
in the Prospectus.

                  4. Delivery of the Preferred Shares and Payment Therefor.
                     -----------------------------------------------------
Delivery to the Underwriter of and payment for the Preferred Shares shall be
made at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, NY 10017, or through the facilities of The Depository Trust Company or
another mutually agreeable facility, at 9:30 A.M., New York City time, on
January 28, 2002 (the "Closing Date"). The Closing Date may be varied by
agreement between the Underwriter and the Fund. The certificates evidencing the
Preferred Shares shall be delivered to and registered at The Depository Trust
Company, against payment of the purchase price therefor in immediately available
funds.

                  5. Agreements of the Fund and the Manager. The Fund and the
                     --------------------------------------
Manager, jointly and severally, agree with the Underwriter as follows:

                  (a) If, at the time this Agreement is executed and delivered,
it is necessary for the Registration Statement or a post-effective amendment
thereto to be declared effective under the 1933 Act before the offering of the
Preferred Shares may commence, the Fund will endeavor to cause the Registration
Statement or such post-effective amendment to become effective under the 1933
Act as soon as possible and will advise the Underwriter promptly and, if
requested by the Underwriter, will confirm such advice in writing when the
Registration Statement or such post-effective amendment has become effective.

                  (b) The Fund will advise the Underwriter promptly and, if
requested by the Underwriter, will confirm such advice in writing: (i) of any
request made by the Commission for amendment of or a supplement to the
Registration Statement, any Prepricing Prospectus or the Prospectus (or any
amendment or supplement to any of the foregoing) or for additional information,
(ii) of the issuance by the Commission, the National Association of Securities
Dealers, Inc. (the "NASD"), any state securities commission, any national
securities exchange, any arbitrator, any court or any other governmental,
regulatory, self-regulatory or administrative agency or any official of any
order suspending the effectiveness of the Registration Statement, prohibiting or
suspending the use of the Prospectus or any Prepricing Prospectus, or any sales
material (as hereinafter defined), of any notice pursuant to Section 8(e) of the
1940 Act, of the suspension of qualification of the Preferred Shares for
offering or sale in any jurisdiction, or the initiation of any proceeding for
any such purposes, (iii) of receipt by the Fund, the Manager, any affiliate of
the Fund or the Manager or any representative or attorney of the Fund or the
Manager of any other material communication from the Commission, the NASD, any
state securities commission, any national securities exchange, any arbitrator,
any court or any other governmental, regulatory, self-regulatory or
administrative agency or any official relating to the Fund (if such
communication relating to the Fund is received by such person within three years
after the date of this Agreement), the Registration Statement, the 1940 Act
Notification, the


<PAGE>
                                                                               4

Prospectus, any Prepricing Prospectus, any sales material (as hereinafter
defined) (or any amendment or supplement to any of the foregoing) or this
Agreement or any of the Fund Agreements and (iv) within the period of time
referred to in paragraph (f) below, of any material adverse change in the
condition (financial or other), business, prospects, properties, net assets or
results of operations of the Fund or the Manager or of the happening of any
other event which makes any statement of a material fact made in the
Registration Statement or the Prospectus, or any Prepricing Prospectus or any
sales material (as hereinafter defined) (or any amendment or supplement to any
of the foregoing) untrue or which requires the making of any additions to or
changes in the Registration Statement or the Prospectus, or any Prepricing
Prospectus or any sales materials (as herein defined) (or any amendment or
supplement to any of the foregoing) in order to state a material fact required
by the 1933 Act, the 1940 Act or the Rules and Regulations to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or of the necessity to
amend or supplement the Registration Statement, the Prospectus, or any
Prepricing Prospectus or any sales material (as herein defined) (or any
amendment or supplement to any of the foregoing) to comply with the 1933 Act,
the 1940 Act, the Rules and Regulations or any other law or order of any court
or regulatory body. If at any time the Commission, the NASD, any state
securities commission, any national securities exchange, any arbitrator, any
court or any other governmental, regulatory, self-regulatory or administrative
agency or any official shall issue any order suspending the effectiveness of the
Registration Statement, prohibiting or suspending the use of the Prospectus or
any sales material (as herein defined) (or any amendment or supplement to any of
the foregoing) or suspending the qualification of the Preferred Shares for
offering or sale in any jurisdiction, the Fund will make every reasonable effort
to obtain the withdrawal of such order at the earliest possible time.

                  (c) The Fund will furnish to the Underwriter, without charge,
three signed copies of the Registration Statement as originally filed with the
Commission and of each amendment thereto, including financial statements and all
exhibits thereto, and will also furnish to the Underwriter, without charge, such
number of conformed copies of the Registration Statement as originally filed and
of each amendment thereto, but without exhibits, as the Underwriter may
reasonably request.

                  (d) The Fund will not (i) file any amendment to the
Registration Statement or make any amendment or supplement to the Prospectus, or
any sales material (as herein defined), of which the Underwriter shall not
previously have been advised or to which the Underwriter shall reasonably object
after being so advised or (ii) so long as, in the opinion of counsel for the
Underwriter, a Prospectus is required by the 1933 Act to be delivered in
connection with sales by the Underwriter or any dealer, file any information,
documents or reports pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), without delivering a copy of such information, documents or
reports to the Underwriter prior to or concurrently with such filing.

                  (e) Prior to the execution and delivery of this Agreement, the
Fund has delivered to the Underwriter, without charge, in such quantities as the
Underwriter has requested, copies of each form of the Prepricing Prospectus. The
Fund consents to the use, in accordance with the provisions of the 1933 Act and
with the state securities or blue sky laws of the jurisdictions in which the
Preferred Shares are offered by the Underwriter and by dealers, prior to the
date of the Prospectus, of each Prepricing Prospectus so furnished by the Fund.



<PAGE>
                                                                               5

                  (f) As soon after the execution and delivery of this Agreement
as possible and thereafter from time to time for such period as in the opinion
of counsel for the Underwriter a prospectus is required by the 1933 Act to be
delivered in connection with sales by the Underwriter or any dealer, the Fund
will expeditiously deliver to the Underwriter and each dealer, without charge,
as many copies of the Prospectus (and of any amendment or supplement thereto) as
the Underwriter may reasonably request. The Fund consents to the use of the
Prospectus (and of any amendment or supplement thereto) in accordance with the
provisions of the 1933 Act and with the state securities or blue sky laws of the
jurisdictions in which the Preferred Shares are offered by the Underwriter and
by all dealers to whom Preferred Shares may be sold, both in connection with the
offering and sale of the Preferred Shares and for such period of time thereafter
as the Prospectus is required by the 1933 Act to be delivered in connection with
sales by the Underwriter or any dealer. If during such period of time any event
shall occur that in the judgment of the Fund or in the opinion of counsel for
the Underwriter is required to be set forth in the Registration Statement or the
Prospectus (as then amended or supplemented) or should be set forth therein in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary to supplement or
amend the Registration Statement or the Prospectus to comply with the 1933 Act,
the 1940 Act, the Rules and Regulations or any other federal law, rule or
regulation, or any state securities or blue sky disclosure laws, rules or
regulations, the Fund will forthwith prepare and, subject to the provisions of
paragraph (d) above, promptly file with the Commission an appropriate supplement
or amendment thereto, and will expeditiously furnish to the Underwriter and
dealers, without charge, a reasonable number of copies thereof. In the event
that the Fund and the Underwriter agree that the Registration Statement or the
Prospectus should be amended or supplemented, the Fund, if requested by the
Underwriter, will promptly issue a press release announcing or disclosing the
matters to be covered by the proposed amendment or supplement.

                  (g) The Fund will make generally available to its security
holders an earnings statement, which need not be audited, covering a
twelve-month period ending not later than 15 months after the effective date of
the Registration Statement as soon as practicable after the end of such period,
which earnings statement shall satisfy the provisions of Section 11(a) of the
1933 Act and Rule 158 of the 1933 Act Rules and Regulations.

                  (h) During the period of five years hereafter, the Fund will
furnish to the Underwriter (i) as soon as available, a copy of each report of
the Fund mailed to shareholders or filed with the Commission or furnished to the
American Stock Exchange (the "AMEX") other than reports on Form N-SAR, and (ii)
from time to time such other information concerning the Fund as the Underwriter
may reasonably request.

                  (i) If this Agreement shall terminate or shall be terminated
after execution pursuant to any provisions hereof (otherwise than by notice
given by the Underwriter terminating this Agreement pursuant to Section 12
hereof or pursuant to the second paragraph of Section 11 hereof) or if this
Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the Fund or the Manager to comply with the terms or
fulfill any of the conditions of this Agreement, the Fund agrees to reimburse
the Underwriter for all out-of-pocket expenses (including reasonable fees and
expenses of counsel for the Underwriter) incurred by the Underwriter in
connection herewith.


<PAGE>
                                                                               6

                  (j) The Fund will apply the net proceeds from the sale of the
Preferred Shares substantially in accordance with the description set forth in
the Prospectus and in such a manner as to comply with the investment objectives,
policies and restrictions of the Fund as described in the Prospectus.

                  (k) The Fund will timely file the requisite copies of the
Prospectus with the Commission pursuant to Rule 497(c) or Rule 497(h) of the
1933 Act Rules and Regulations, whichever is applicable or, if applicable, will
timely file the certification permitted by Rule 497(j) of the 1933 Act Rules and
Regulations and will advise the Underwriter of the time and manner of such
filing.

                  (l) Except as provided in this Agreement, so long as the
Preferred Shares remain outstanding, the Fund will not sell, contract to sell,
or otherwise dispose of any senior securities (as defined in the 1940 Act) of
the Fund, or grant any options or warrants to purchase senior securities of the
Fund, for a period of 120 days after the date of the Prospectus, without the
prior written consent of the Underwriter.

                  (m) The Fund will use its best efforts to cause the Preferred
Shares, prior to the Closing Date, to be assigned a rating of "AAA" by Fitch,
Inc. ("Fitch") and "Aaa" by Moody's Investors Service, Inc. ("Moody's" and,
together with Fitch, the "Rating Agencies").

                  (n) The Fund and the Manager will each use its best efforts to
perform all of the agreements required of them and discharge all conditions to
closing as set forth in this Agreement.

                  6. Representations and Warranties of the Fund and the Manager.
                     ----------------------------------------------------------
The Fund and the Manager, jointly and severally, represent and warrant to the
Underwriter that:

                  (a) Each Prepricing Prospectus included as part of the
registration statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 497 of the 1933 Act Rules and
Regulations, complied when so filed in all material respects with the provisions
of the 1933 Act, the 1940 Act and the Rules and Regulations. The Commission has
not issued any order preventing or suspending the use of any Prepricing
Prospectus.

                  (b) The Registration Statement in the form in which it became
or becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective and the Prospectus and any supplement
or amendment thereto when filed with the Commission under Rule 497 of the 1933
Act Rules and Regulations and the 1940 Act Notification when originally filed
with the Commission and any amendment or supplement thereto when filed with the
Commission, complied or will comply in all material respects with the applicable
requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did
not or will not at any such times contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, except that this representation and warranty does not
apply to (i) statements in or omissions from the Registration Statement or the
Prospectus made in reliance upon and in conformity with information relating to
the


<PAGE>
                                                                               7

Underwriter furnished to the Fund in writing by or on behalf of the Underwriter
expressly for use therein or (ii) with respect to the representations of the
Fund, the description of the Manager contained in the Prospectus heading
"Management of the Fund" and in the statement of additional information heading
"Investment Manager."

                  (c) All the outstanding Common Stock (as defined in the
Prospectus) of the Fund has been duly authorized and validly issued, is fully
paid and nonassessable and is free of any preemptive or similar rights; the
Preferred Shares have been duly authorized and, when issued and delivered to the
Underwriter against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and free of any preemptive or
similar rights and will conform to the description thereof in the Registration
Statement and the Prospectus (and any amendment or supplement to either of
them); and the capitalization of the Fund conforms to the description thereof in
the Registration Statement and the Prospectus (and any amendment or supplement
to either of them).

                  (d) The Fund is a corporation duly organized and validly
existing in good standing under the laws of the State of Maryland with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them), and is duly
registered and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of its
business requires such registration or qualification, except where the failure
so to register or qualify does not have a Material Adverse Effect (as
hereinafter defined); and the Fund has no subsidiaries.

                  (e) There are no legal or governmental proceedings pending or,
to the knowledge of the Fund, threatened, against the Fund, or to which the Fund
or any of its properties is subject, that are required to be described in the
Registration Statement or the Prospectus (and any amendment or supplement to
either of them) that are not described as required, and there are no agreements,
contracts, indentures, leases or other instruments that are required to be
described in the Registration Statement or the Prospectus (and any amendment or
supplement to either of them) or to be filed as an exhibit to the Registration
Statement that are not described or filed as required by the 1933 Act, the 1940
Act or the Rules and Regulations.

                  (f) The Fund is not in violation of its Charter, including the
Articles Supplementary and is in compliance in material respects with its other
organizational documents applicable to the Fund (together with the Charter and
Articles Supplementary, the "Organizational Documents"), and any law, ordinance,
administrative or governmental rule or regulation applicable to the Fund or of
any decree of the Commission, the NASD, any state securities commission, any
national securities exchange, any arbitrator, any court or governmental agency,
body or official having jurisdiction over the Fund, or in default in any respect
in the performance of any material obligation, agreement or condition contained
in any bond, debenture, note or any other evidence of indebtedness or in any
material agreement, indenture, lease or other instrument to which the Fund is a
party or by which it or any of its properties may be bound, except where such
violation does not have a Material Adverse Effect (as hereinafter defined).



<PAGE>
                                                                               8

                  (g) Neither the issuance and sale of the Preferred Shares, the
execution, delivery or performance of this Agreement or any of the Fund
Agreements by the Fund, nor the consummation by the Fund of the transactions
contemplated hereby or thereby (i) requires any consent, approval, authorization
or other order of or registration or filing with, the Commission, the NASD, any
state securities commission, any national securities exchange, any arbitrator,
any court, regulatory body, administrative agency or other governmental body,
agency or official (except such as may have been obtained prior to the date
hereof and such as may be required for compliance with the state securities or
blue sky laws of various jurisdictions which have been or will be effected in
accordance with this Agreement) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the
Organizational Documents or (ii) conflicts or will conflict with or constitutes
or will constitute a material breach of, or a default under, any material
agreement, indenture, lease or other instrument to which the Fund is a party or
by which it or any of its properties may be bound, or violates or will violate
any statute, law, regulation or judgment, injunction, order or decree applicable
to the Fund or any of its properties, or will result in the creation or
imposition of any material lien, charge or encumbrance upon any property or
assets of the Fund pursuant to the terms of any agreement or instrument to which
it is a party or by which it may be bound or to which any of its property or
assets is subject. The Fund is not subject to any order of any court or of any
arbitrator, governmental authority or administrative agency.

                  (h) The accountants, KPMG LLP, who have certified or shall
certify the audited financial statements included or incorporated by reference
in the Registration Statement and the Prospectus (or any amendment or supplement
to either of them) are independent public accountants as required by the 1933
Act, the 1940 Act and the Rules and Regulations.

                  (i) The financial statements, together with related schedules
and notes, included or incorporated by reference in the Registration Statement
and the Prospectus (and any amendment or supplement to either of them), present
fairly the financial position, results of operations and changes in financial
position of the Fund on the basis stated or incorporated by reference in the
Registration Statement and the Prospectus at the respective dates or for the
respective periods to which they apply; such statements and related schedules
and notes have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein; and the other financial and statistical information and data
included in the Registration Statement and the Prospectus (and any amendment or
supplement to either of them) are accurately presented and prepared on a basis
consistent with such financial statements and the books and records of the Fund.

                  (j) The execution and delivery of, and the performance by the
Fund of its obligations under, this Agreement and the Fund Agreements have been
duly and validly authorized by the Fund, and this Agreement and the Fund
Agreements have been duly executed and delivered by the Fund and assuming due
authorization, execution and delivery by the other parties thereto, constitute
the valid and legally binding agreements of the Fund, enforceable against the
Fund in accordance with their terms (subject to the qualification that the
enforceability of the Fund's obligations thereunder may be limited by
bankruptcy, insolvency, reorganization, moratorium, and similar laws of general
applicability relating to or affecting creditors' rights, and to general
principles of equity regardless of whether enforceability is


<PAGE>
                                                                               9

considered in a proceeding in equity or at law), except as rights to indemnity
and contribution hereunder and thereunder may be limited by federal or state
securities laws.

                  (k) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement to either of them),
the Fund has not incurred any liability or obligation, direct or contingent, or
entered into any transaction, not in the ordinary course of business, that is
material to the Fund, and there has not been any change in the capitalization,
or material increase in the short-term debt or long-term debt, of the Fund, or
any material adverse change, or any development involving or which may
reasonably be expected to involve, a prospective material adverse change, in the
condition (financial or other), business, prospects, properties, net assets or
results of operations of the Fund, whether or not arising in the ordinary course
of business (a "Material Adverse Effect").

                  (l) The Fund has not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Preferred Shares, will not distribute any offering material in connection with
the offering and sale of the Preferred Shares other than the Registration
Statement, the Prepricing Prospectus, the Prospectus or other materials, if any,
permitted by the 1933 Act, the 1940 Act or the Rules and Regulations.

                  (m) (i) The Fund has such permits, licenses, franchises and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own its properties and to conduct its business in the manner
described in the Prospectus (and any amendment or supplement thereto), except
for any such permits the absence of which would not have a Material Adverse
Effect, subject to such qualifications as may be set forth in the Prospectus;
(ii) the Fund has fulfilled and performed all its material obligations with
respect to such permits and no event has occurred which allows, or after notice
or lapse of time would allow, revocation or termination thereof or results in
any other material impairment of the rights of the Fund under any such permit,
subject in each case to such qualification as may be set forth in the Prospectus
(and any amendment or supplement thereto); and (iii) except as described in the
Prospectus (and any amendment or supplement thereto), none of such permits
contains any restriction that is materially burdensome to the Fund, except where
the failure of (i), (ii) or (iii) to be accurate would not, individually or in
the aggregate, have a Material Adverse Effect on the Fund.

                  (n) The Fund maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific authorization and
with the applicable requirements of the 1940 Act, the 1940 Act Rules and
Regulations and the Internal Revenue Code of 1986, as amended (the "Code"); (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets and to maintain compliance with the books and
records requirements under the 1940 Act and the 1940 Act Rules and Regulations;
(iii) access to assets is permitted only in accordance with management's general
or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.


<PAGE>
                                                                              10

                  (o) The Fund has filed all tax returns required to be filed,
which returns are complete and correct in all material respects, and the Fund is
not in material default in the payment of any taxes which were payable pursuant
to said returns or any assessments with respect thereto.

                  (p) No holder of any security of the Fund has any right to
require registration of any Common Shares, Preferred Shares or any other
security of the Fund because of the filing of the Registration Statement or
consummation of the transactions contemplated by this Agreement.

                  (q) The Fund, subject to the Registration Statement having
been declared effective and the filing of the Prospectus under Rule 497 under
the 1933 Act Rules and Regulations, has taken all required action under the 1933
Act, the 1940 Act and the Rules and Regulations to make the public offering and
consummate the sale of the Preferred Shares as contemplated by this Agreement.

                  (r) The conduct by the Fund of its business (as described in
the Prospectus) does not require it to be the owner, possessor or licensee of
any patents, patent licenses, trademarks, service marks or trade names which it
does not own, possess or license.

                  (s) The Fund is registered under the 1940 Act as a
diversified, closed-end management investment company and the 1940 Act
Notification has been duly filed with the Commission and, at the time of filing
thereof and any amendment or supplement thereto, conformed in all material
respects with all applicable provisions of the 1940 Act and the 1940 Act Rules
and Regulations. The Fund has not received any notice from the Commission
pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act
Notification. The Fund is, and at all times through the completion of the
transactions contemplated hereby, will be, in compliance in all material
respects with the terms and conditions of the 1933 Act and the 1940 Act. No
person is serving or acting as an officer, director or investment adviser of the
Fund except in accordance with the provisions of the 1940 Act and the 1940 Act
Rules and Regulations and the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and the rules and regulations of the Commission promulgated
under the Advisers Act (the "Advisers Act Rules and Regulations").

                  (t) Except as stated in this Agreement and in the Prospectus
(and any amendment or supplement thereto), the Fund has not taken, nor will it
take, directly or indirectly, any action designed to or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any securities issued by the Fund to facilitate the sale or resale of the
Preferred Shares, and the Fund is not aware of any such action taken or to be
taken by any affiliates of the Fund.

                  (u) The Fund has filed in a timely manner each document or
report required to be filed by it pursuant to the 1934 Act and the rules and
regulations of the Commission promulgated thereunder (the "1934 Act Rules and
Regulations"); each such document or report at the time it was filed conformed
to the requirements of the 1934 Act and the 1934 Act Rules and Regulations; and
none of such documents or reports contained an untrue statement of any material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.



<PAGE>
                                                                              11

                  (v) All advertising, sales literature or other promotional
material (including "prospectus wrappers," "broker kits," "road show slides" and
"road show scripts") authorized in writing by or prepared by the Fund or the
Manager for use in connection with the offering and sale of the Preferred Shares
(collectively "sales material") complied and comply in all material respects
with the applicable requirements of the 1933 Act, the 1940 Act, the Rules and
Regulations and the rules and interpretations of the NASD and no such sales
material contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

                  (w) Each of the Fund Agreements and the Fund's obligations
under this Agreement and each of the Fund Agreements comply in all material
respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and
Regulations, the Advisers Act and the Advisers Act Rules and Regulations.

                  (x) The Fund currently complies with all requirements under
the Code to qualify as a regulated investment company under Subchapter M of the
Code.

                  (y) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), no director of
the Fund is an "interested person" (as defined in the 1940 Act) of the Fund or
an "affiliated person" (as defined in the 1940 Act) of the Underwriter.

                  (z) The Fund's Common Preferred Shares are duly listed on the
AMEX.

                  7. Representations and Warranties of the Manager. The Manager
                     ---------------------------------------------
represents and warrants to the Underwriter as follows:

                  (a) The Manager is a limited liability company validly
existing in good standing under the laws of the State of Delaware, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them), and is duly
registered and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of its
business requires such registration or qualification, except where the failure
so to register or to qualify does not have a Material Adverse Effect on the
Manager or on the ability of the Manager to perform its obligations under this
Agreement and the Management Agreement.

                  (b) The Manager is duly registered with the Commission as an
investment adviser under the Advisers Act and is not prohibited by the Advisers
Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules
and Regulations from acting under the Management Agreement for the Fund as
contemplated by the Prospectus (or any amendment or supplement thereto). There
does not exist any proceeding or any facts or circumstances the existence of
which could lead to any proceeding which might adversely affect the registration
of the Manager with the Commission.


<PAGE>
                                                                              12

                  (c) There are no legal or governmental proceedings pending or,
to the knowledge of the Manager, threatened against the Manager, or to which the
Manager or any of its properties is subject, that are required to be described
in the Registration Statement or the Prospectus (or any amendment or supplement
to either of them) but are not described as required or that may reasonably be
expected to involve a prospective material adverse change, in the condition
(financial or other), business, prospects, properties, net assets or results of
operations of the Manager or on the ability of the Manager to perform its
obligations under this Agreement and the Management Agreement.

                  (d) Neither the execution, delivery or performance of this
Agreement or the performance of the Management Agreement by the Manager, nor the
consummation by the Manager of the transactions contemplated hereby or thereby
(A) requires the Manager to obtain any consent, approval, authorization or other
order of or registration or filing with, the Commission, the NASD, any state
securities commission, any national securities exchange, any arbitrator, any
court, regulatory body, administrative agency or other governmental body, agency
or official or conflicts or will conflict with or constitutes or will constitute
a breach of or a default under, the certificate of formation, or other
organizational documents, of the Manager or (B) conflicts or will conflict with
or constitutes or will constitute a material breach of or a default under, any
material agreement, indenture, lease or other instrument to which the Manager is
a party or by which it or any of its properties may be bound, or violates or
will violate any statute, law, regulation or filing or judgment, injunction,
order or decree applicable to the Manager or any of its properties or will
result in the creation or imposition of any material lien, charge or encumbrance
upon any property or assets of the Manager pursuant to the terms of any
agreement or instrument to which it is a party or by which it may be bound or to
which any of the property or assets of the Manager is subject. The Manager is
not subject to any order of any court or of any arbitrator, governmental
authority or administrative agency.

                  (e) The execution and delivery of, and the performance by the
Manager of its obligations under, this Agreement and the Management Agreement
have been duly and validly authorized by the Manager, and this Agreement and the
Management Agreement have been duly executed and delivered by the Manager and,
assuming due authorization, execution and delivery by the other parties thereto,
each constitutes the valid and legally binding agreement of the Manager,
enforceable against the Manager in accordance with its terms (subject to the
qualification that the enforceability of the Manager's obligations thereunder
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights, and to
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law), except as rights to indemnity and
contribution hereunder may be limited by federal or state securities laws.

                  (f) The description of the Manager in the Registration
Statement and the Prospectus (and any amendment or supplement thereto) complies
in all material respects with the provisions of the 1933 Act, the 1940 Act, the
Advisers Act, the Rules and Regulations and the Advisers Act Rules and
Regulations and does not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.



<PAGE>
                                                                              13

                  (g) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement to either of them),
the Manager has not incurred any liability or obligation, direct or contingent,
or entered into any transaction, not in the ordinary course of business, that is
material to the Manager or the Fund and that is required to be disclosed in the
Registration Statement or the Prospectus and there has not been any material
adverse change, or any development involving or which may reasonably be expected
to involve, a prospective material adverse change, in the condition (financial
or other), business, prospects, properties, net assets or results of operations
of the Manager, whether or not arising in the ordinary course of business, or
which, in each case, could have a Material Adverse Effect on the ability of the
Manager to perform its obligations under this Agreement and the Management
Agreement.

                  (h) (i) The Manager has such permits, licenses, franchises and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own its properties and to conduct its business in the manner
described in the Prospectus (and any amendment thereto); (ii) the Manager has
fulfilled and performed all its material obligations with respect to such
permits and no event has occurred which allows, or after notice or lapse of time
would allow, revocation or termination thereof or results in any other material
impairment of the rights of the Manager under any such permit; and (iii) except
as described in the Prospectus (and any amendment or supplement thereto), none
of such permits contains any restriction that is materially burdensome to the
Manager, except where the failure of (i), (ii), or (iii) to be accurate would
not, individually or in the aggregate, have a Material Adverse Effect on the
Manager.

                  8. Indemnification and Contribution.
                     --------------------------------

                  (a)(i) The Fund agrees to indemnify and hold harmless each of
the Underwriter and each person, if any, who controls the Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and
against any and all losses, claims, damages, liabilities and reasonable expenses
(including reasonable costs of investigation), joint or several, arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Prepricing Prospectus or in the Registration Statement or
the Prospectus or in any amendment or supplement thereto, or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses arise out of or are based upon any untrue statement or omission or
alleged untrue statement or omission which has been made therein or omitted
therefrom in reliance upon and in conformity with the information relating to
the Underwriter furnished in writing to the Fund by or on behalf of the
Underwriter expressly for use in connection therewith; provided, however, that
the indemnification contained in this paragraph (a)(i) with respect to any
Prepricing Prospectus, Prospectus or Registration Statement shall not inure to
the benefit of the Underwriter (or to the benefit of any person controlling the
Underwriter) on account of any such loss, claim, damage, liability or expense
arising from the sale of the Preferred Shares by the Underwriter to any person
if a copy of the Prospectus shall not have been delivered or sent to such person
within the time required by the 1933 Act and the 1933 Act Rules and Regulations,
and the untrue statement or alleged untrue statement or omission or alleged
omission of a material fact contained in such


<PAGE>
                                                                              14

Prepricing Prospectus was corrected in the Prospectus, provided that the Fund
has delivered the Prospectus to the Underwriter in requisite quantity on a
timely basis to permit such delivery or sending. The foregoing indemnity
agreement shall be in addition to any liability which the Fund may otherwise
have.

                  (a)(ii) The Manager agrees to indemnify and hold harmless each
of the Underwriter and each person, if any, who controls the Underwriter within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and
against any and all losses, claims, damages, liabilities and reasonable expenses
(including reasonable costs of investigation), joint or several, arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Prepricing Prospectus or in the Registration Statement or
the Prospectus or in any amendment or supplement thereto, or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses arise out of or are based upon any untrue statement or omission or
alleged untrue statement or omission which has been made therein or omitted
therefrom in reliance upon and in conformity with the information relating to
the Underwriter furnished in writing to the Fund by or on behalf of the
Underwriter expressly for use in connection therewith; provided, however, that
the indemnification contained in this paragraph (a)(ii) with respect to any
Prepricing Prospectus, Prospectus or Registration Statement shall not inure to
the benefit of the Underwriter (or to the benefit of any person controlling the
Underwriter) on account of any such loss, claim, damage, liability or expense
arising from the sale of the Preferred Shares by the Underwriter to any person
if a copy of the Prospectus shall not have been delivered or sent to such person
within the time required by the 1933 Act and the 1933 Act Rules and Regulations,
and the untrue statement or alleged untrue statement or omission or alleged
omission of a material fact contained in such Prepricing Prospectus was
corrected in the Prospectus, provided that the Fund has delivered the Prospectus
to the Underwriter in requisite quantity on a timely basis to permit such
delivery or sending; and provided further, that (i) the Manager will not be
liable to any such indemnified party in any such case except to the extent that
the Fund has failed to indemnify and hold harmless such indemnified party
pursuant to paragraph (a)(i) in respect of any such loss, claim, damage,
liability or expense after such indemnified party has made a claim of the Fund
as required below; and (ii) the amount of the Manager's liability hereunder
shall be limited to the amount of the net proceeds from the sale of the
Preferred Shares and provided, further, that to the extent the Manager has
indemnified the Underwriter or each person, if any, who controls the
Underwriter, the Fund shall contribute to the Manager a portion of the amount
paid by the Manager to any such indemnified party as shall be appropriate to
reflect the relative benefits received by the Fund and the Manager in the
offering of the Preferred Shares and the relative fault of the Fund and the
Manager in causing the omission or misstatement which resulted in such payment.
This indemnity agreement shall be in addition to any liability which the Manager
may otherwise have.

                  (b) Any party that proposes to assert the right to be
indemnified under this Section 8 will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim is to
be made against an indemnifying party or parties under this Section 8, notify
each such indemnifying party of the commencement of such action, enclosing a
copy of all papers served, but the omission to so notify such indemnifying
party (i)


<PAGE>
                                                                              15

will not relieve it from any liability that it may have to any indemnified party
under the foregoing provision of this Section 8 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses
by the indemnifying party and (ii) will not, in any event, relieve such
indemnifying party from any other obligation (other than pursuant to the
foregoing provision of this Section 8) it may have under this Agreement. If any
action, suit or proceeding shall be brought against the Underwriter or any
person controlling the Underwriter in respect of which indemnity may be sought
against the Fund or the Manager, the Underwriter or such controlling person
shall promptly notify the Fund or the Manager, and the Fund or the Manager shall
assume the defense thereof, including the employment of counsel and payment of
all fees and expenses. The Underwriter or any such controlling person shall have
the right to employ separate counsel in any such action, suit or proceeding and
to participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Underwriter or such controlling person unless (i)
the Fund or the Manager has agreed in writing to pay such fees and expenses,
(ii) the Fund or the Manager has failed to assume the defense and employ
counsel, or (iii) the named parties to any such action, suit or proceeding
(including any impleaded parties) include both the Underwriter or such
controlling person and the Fund or the Manager and the Underwriter or such
controlling person shall have been advised by its counsel that representation of
such indemnified party and the Fund or the Manager by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or not
such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the Fund and the
Manager shall not have the right to assume the defense of such action, suit or
proceeding on behalf of the Underwriter or such controlling person). It is
understood, however, that the Fund and the Manager shall, in connection with any
one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for the Underwriter and controlling persons not having
actual or potential differing interests with the Underwriter or among
themselves, which firm shall be designated in writing by the Underwriter, and
that all such fees and expenses shall be reimbursed as they are incurred. The
Fund and the Manager shall not be liable for any settlement of any such action,
suit or proceeding effected without its written consent (which consent shall not
be unreasonably withheld), but if settled with such written consent, or if there
be a final judgment for the plaintiff in any such action, suit or proceeding,
the Fund and the Manager agree to indemnify and hold harmless the Underwriter,
to the extent provided in the preceding paragraph, and any such controlling
person from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.

                  (c) The Underwriter agrees to indemnify and hold harmless the
Fund and the Manager, their directors, trustees and officers who sign the
Registration Statement, and any person who controls the Fund or the Manager
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act,
to the same extent as the foregoing indemnity from the Fund and the Manager to
the Underwriter, but only with respect to information relating to the
Underwriter furnished in writing by or on behalf of the Underwriter expressly
for use in the Registration Statement, the Prospectus or any Prepricing
Prospectus, or any amendment or supplement thereto. If any action, suit or
proceeding shall be brought against the Fund or the Manager, any of their
directors or trustees, any such officer, or any such controlling person based on
the Registration Statement, the Prospectus or any Prepricing Prospectus, or any
amendment or


<PAGE>
                                                                              16

supplement thereto, and in respect of which indemnity may be sought against
the Underwriter pursuant to this paragraph (c), the Underwriter shall have the
rights and duties given to the Fund and the Manager by paragraph (b) above
(except that if the Fund or the Manager shall have assumed the defense thereof
the Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the Underwriter's expense), and the Fund and the
Manager, their directors, trustees and any such officer, and any such
controlling person shall have the rights and duties given to the Underwriter by
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which the Underwriter may otherwise have.

                  (d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or reasonable expenses
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Fund and the Manager on the one hand (treated jointly for this
purpose as one person) and the Underwriter on the other hand from the offering
of the Preferred Shares, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Fund and the Manager on the one hand (treated jointly
for this purpose as one person) and the Underwriter on the other in connection
with the statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations
with respect to the offering of the Preferred Shares. The relative benefits
received by the Fund and the Manager on the one hand (treated jointly for this
purpose as one person) and the Underwriter on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Fund bear to the total underwriting
discounts and commissions received by the Underwriter, in each case as set forth
in the table on the cover page of the Prospectus. The relative fault of the Fund
and the Manager on the one hand (treated jointly for this purpose as one person)
and the Underwriter on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Fund and the Manager on the one hand (treated
jointly for this purpose as one person) or by the Underwriter on the other hand
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Any party entitled
to contribution will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be
made under this Section 8(d), notify such party or parties from whom
contribution may be sought, but the omission so to notify (i) will not relieve
the party or parties from whom contribution may be sought from any other
obligation it or they may have under this Section 8(d), unless such omission
results in the forfeiture of substantive rights or defenses by the party or
parties from whom contribution is being sought and (ii) will not, in any event,
relieve the party or parties from whom contribution may be sought from any other
obligation (other than pursuant to this Section 8(d)) it or they may have under
this Agreement. Except for a settlement entered into pursuant to the last
sentence of Section 8(b) hereof, no party will be liable for contribution with
respect to any action or claim settled without its written consent (which
consent shall not be unreasonably withheld).


<PAGE>
                                                                              17

                  (e) The Fund, the Manager and the Underwriter agree that it
would not be just and equitable if contribution pursuant to this Section 8 were
determined by a pro rata allocation (even if the Underwriter were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                  (f) No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

                  (g) Notwithstanding any other provisions in this Section 8, no
party shall be entitled to the benefit of any provision under this Agreement
which protects or purports to protect such person against any liability to the
Fund or its security holders to which such person would otherwise be subject by
reason of such person's willful misfeasance, bad faith, or gross negligence, in
the performance of such person's duties hereunder, or by reason of such person's
reckless disregard of such person's obligations and duties hereunder.

                  (h) Any losses, claims, damages, liabilities or expenses for
which an indemnified party is entitled to indemnification or contribution under
this Section 8 shall be paid by the indemnifying party to the indemnified party
as such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Fund and the Manager set forth in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of the Underwriter or any person
controlling the Underwriter, the Fund, the Manager, their directors, trustees or
officers, or any person controlling the Fund or the Manager, (ii) acceptance of
any Preferred Shares and payment therefor hereunder, and (iii) any termination
of this Agreement. A successor to the Underwriter or any person controlling the
Underwriter, or to the Fund, the Manager, their directors, trustees or officers,
or any person controlling the Fund or the Manager, shall be entitled to the
benefits of the indemnity, contribution, and reimbursement agreements contained
in this Section 8.

                  9. Conditions of Underwriter's Obligations. The obligation of
                     ---------------------------------------
the Underwriter to purchase the Preferred Shares hereunder are subject to the
following conditions:

                  (a) If, at the time this Agreement is executed and delivered,
it is necessary for the Registration Statement or a post-effective amendment
thereto to be declared effective before the offering of the Preferred Shares may
commence, the Registration Statement or such


<PAGE>
                                                                              18


post-effective amendment shall have become effective not later than 5:30 P.M.,
New York City time, on the date hereof, or at such later date and time as shall
be consented to in writing by the Underwriter, and all filings, if any, required
by Rules 497 and 430A under the 1933 Act and the 1933 Act Rules and Regulations
shall have been timely made; no stop order suspending the effectiveness of the
Registration Statement or order pursuant to Section 8(e) of the 1940 Act shall
have been issued and no proceeding for those purposes shall have been instituted
or, to the knowledge of the Fund, the Manager or the Underwriter, threatened by
the Commission, and any request of the Commission for additional information (to
be included in the Registration Statement or the Prospectus or otherwise) shall
have been complied with to the Underwriter's reasonable satisfaction.

                  (b) Subsequent to the effective date of this Agreement, there
shall not have occurred (i) any change or any development involving a
prospective change in or affecting the condition (financial or other), business,
prospects, properties, net assets, or results of operations of the Fund or the
Manager not contemplated by the Prospectus, which in the Underwriter's
reasonable opinion would materially adversely affect the market for the
Preferred Shares, or (ii) any event or development relating to or involving the
Fund or the Manager or any officer or director of the Fund or the Manager which
makes any statement made in the Prospectus untrue or which, in the reasonable
opinion of the Fund and its counsel or the Underwriter and its counsel, requires
the making of any addition to or change in the Prospectus in order to state a
material fact required by the 1933 Act, the 1940 Act or the Rules and
Regulations or any other law to be stated therein or necessary in order to make
the statements therein not misleading, if amending or supplementing the
Prospectus to reflect such event or development would, in the Underwriter's
opinion, materially adversely affect the market for the Preferred Shares.

                  (c) The Fund shall have furnished to the Underwriter a report
showing compliance with the asset coverage requirements of the 1940 Act and a
Basic Maintenance Report (as defined in the Articles Supplementary), each dated
the Closing Date and in form and substance satisfactory to the Underwriter. Each
such report may use portfolio holdings and valuations as of the close of
business of any day not more than six business days preceding the Closing Date,
provided, however, that the Fund represents in such report that its total net
assets as of the Closing Date have not declined by 5% or more from such
valuation date.

                  (d) The Underwriter shall have received on the Closing Date,
an opinion of Willkie Farr & Gallagher, counsel for the Fund, dated the Closing
Date and addressed to the Underwriter, in form and substance satisfactory to the
Underwriter and to the effect that:

                  (d)(i) The Fund has been duly organized and is validly
existing and in good standing under the laws of the State of Maryland and has
full corporate power and authority to own, lease and operate its properties, to
conduct its business as described in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them);

                  (d)(ii) The Preferred Shares have been duly authorized and,
when issued and delivered to the Underwriter against payment therefor in
accordance with the terms of this Agreement, will be validly issued, fully paid
and nonassessable and free of any preemptive or similar rights under the Charter
or By-laws of the Fund or under Maryland law and will conform in all material
respects to the description thereof in the Registration Statement and the
Prospectus


<PAGE>
                                                                              19

under the heading "Description of Preferred Shares" (and any amendment or
supplement); the form of Certificate evidencing the Preferred Shares complies in
all material respects with all requirements of Maryland law; and the relative
rights, interests, powers and preferences of the Preferred Shares, and the
obligation of the Fund to redeem such Preferred Shares upon the terms and
conditions set forth in the Charter, are legal, valid, binding and enforceable
under Maryland law, subject to bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and other laws of general equitable principles and to
the provisions of Section 2-311 of the Maryland General Corporation Law;

                  (d)(iii) The authorized Preferred Shares of stock of the Fund
are as set forth in the Prospectus under the heading "Capitalization";

                  (d)(iv) The Registration Statement is effective under the 1933
Act and the 1940 Act; any required filing of the Prospectus pursuant to Rule 497
of the 1933 Act Rules and Regulations has been made within the time periods
required by Rule 497(b) or (h), as the case may be; to the knowledge of such
counsel, no stop order suspending its effectiveness or order pursuant to Section
8(e) of the 1940 Act relating to the Fund has been issued and no proceeding for
any such purpose is pending or threatened by the Commission;

                  (d)(v) The Registration Statement, the Prospectus (and each
amendment thereof or supplement thereto) comply as to form in all material
respects with the applicable requirements of the 1933 Act, the 1940 Act and the
Rules and Regulations (except that no opinion need be expressed as to the
financial statements or other financial data contained therein);

                  (d)(vi) The statements made in the Prospectus (including the
statement of additional information) under the captions "The Auction" and
"Description of Preferred Preferred Shares", insofar as they purport to
summarize the provisions of the Articles Supplementary or other documents or
agreements specifically referred to therein, constitute accurate summaries of
the terms of any such documents in all material respects;

                  (d)(vii) The statements made in the Prospectus (including the
statement of additional information) under the caption "Tax Matters," insofar as
they constitute matters of law or legal conclusions, have been reviewed by such
counsel and constitute accurate statements of any such matters of law or legal
conclusions in all material respects, and fairly present the information called
for with respect thereto by Form N-2 under the 1940 Act;

                  (d)(viii) To such counsel's knowledge, there are no legal or
governmental proceedings pending or threatened against the Fund, or to which the
Fund or any of its properties is subject, that are required to be described in
the Registration Statement or the Prospectus but are not described as required;

                  (d)(ix) To such counsel's knowledge after reasonable inquiry,
there are no agreements, contracts, indentures, leases or other instruments that
are required to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement by the 1933 Act that
have not been so described or filed as an exhibit, or incorporated by reference
as permitted by the 1933 Act, the 1940 Act or the Rules and Regulations;



<PAGE>
                                                                              20

                  (d)(x) Neither the issuance, sale or delivery of the Preferred
Shares, the execution, delivery or performance of this Agreement or any of the
Fund Agreements by the Fund, nor the consummation by the Fund of the
transactions contemplated thereby (A) requires any consent, approval,
authorization or other order of or registration or filing by the Fund with the
Commission, the NASD, any national securities exchange, or, to our knowledge,
any arbitrator, any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may have been obtained
prior to the date hereof and such as may be required for compliance with state
securities and blue sky laws) or conflicts or will conflict with or constitutes
or will constitute a breach of, or a default under, the Charter, including the
Articles Supplementary, or the Bylaws of the Fund or (B) (i) conflicts or will
conflict with or constitutes or will constitute a breach of, or a default
under, any agreement, indenture, lease or other instrument known to such
counsel to which the Fund is a party or by which it or any of its properties
may be bound and that is identified, in an officer's certificate of the Fund,
as material to the business, financial condition, operations, properties or
prospects of the Fund (the "Agreements and Instruments"), (ii) violates or
will violate in any material respect any statute, law or regulation (assuming
compliance with state securities and blue sky laws), except where such
violation does not have a Material Adverse Effect and except that such counsel
may state that it expresses no opinion as to the reasonableness or fairness of
compensation payable under the Management Agreement or as to rights to
indemnity and contribution in this Agreement or the Fund Agreements, (iii)
violates or will violate any judgment, injunction, order or decree that is
applicable to the Fund or any of its properties and that is known to such
counsel, or (iv), to counsel's knowledge, will result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
the Fund pursuant to the terms of the Agreements and Instruments;

                  (d)(xi) The Fund has corporate power to issue, sell and
deliver the Preferred Shares to the Underwriter as provided herein, and this
Agreement and the Fund Agreements have been duly authorized, executed and
delivered by the Fund and each complies with all applicable provisions of the
1940 Act and the Advisers Act (except that such counsel may state that it
expresses no opinion as to the reasonableness or fairness of compensation
payable under the Management Agreement); assuming due authorization, execution
and delivery by the other parties thereto, this Agreement and each Fund
Agreement constitutes the valid and binding obligation of the Fund enforceable
in accordance with its terms, except as rights to indemnity and contribution
hereunder and thereunder may be limited by federal or state securities laws or
principles of public policy and except that such counsel may state that it
expresses no opinion as to the reasonableness or fairness of compensation
payable under the Management Agreement, subject to enforcement of bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights and to general
equitable principles;

                  (d)(xii) The Fund is duly registered under the 1940 Act as a
diversified, closed-end management investment company; and

                  (d)(xiii) The provisions of the Charter, including the
Articles Supplementary and the investment policies and restrictions described in
the Prospectus (including the statement of additional information) under the
caption "Investment Objectives and Policies" comply with the requirements of the
1940 Act and the 1940 Act Rules and Regulations.



<PAGE>
                                                                              21

                  Such counsel shall also have furnished to the Underwriter a
statement, addressed to the Underwriter, dated the Closing Date, to the effect
that:

                           They have not independently verified the accuracy,
         completeness or fairness of the statements made or the information
         contained in the Registration Statement or the Prospectus, and, except
         for the statements referred to in paragraphs (vi) and (vii) above and
         the information referred to in paragraph (xiii) above, they are not
         passing upon and do not assume any responsibility therefor. In the
         course of the preparation by the Fund of the Registration Statement and
         the Prospectus, they have participated in discussions with the
         representatives and employees and officers of the Fund and the Manager
         and in discussions with the Fund's independent accountants, in which
         the business and the affairs of the Fund and the Manager and the
         contents of the Registration Statement and the Prospectus were
         discussed. On the basis of information that they have gained in the
         course of their representation of the Fund in connection with its
         preparation of the Registration Statement and the Prospectus and their
         participation in the discussions referred to above, no facts have come
         to their attention that would lead them to believe that as of its
         effective date, the Registration Statement contained any untrue
         statement of a material fact or omitted to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein not misleading, or that as of the Closing Date the
         Prospectus contained an untrue statement of material fact or omitted to
         state a material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading (in each case other than the financial
         statements and schedules, the notes thereto and any schedules and other
         financial data contained or incorporated by reference therein or
         omitted therefrom, as to which they need express no opinion).

                  Insofar as the opinions expressed above are dependent upon
matters governed by Maryland law, Willkie Farr & Gallagher will be permitted to
rely on the opinion of Venable, Baetjer and Howard, LLP, Baltimore, Maryland.

                  (e) The Underwriter shall have received on the Closing Date an
opinion of the General Counsel for the Manager, dated the Closing Date and
addressed to the Underwriter, in form and substance satisfactory to the
Underwriter and to the effect that:

                  (e)(i) The Manager is a limited liability company duly
organized and validly existing and in good standing under the laws of the State
of Delaware, with full corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration
Statement and the Prospectus (and any amendment or supplement to either of
them);

                  (e)(ii) The Manager is duly registered with the Commission as
an investment Manager under the Advisers Act and is not prohibited by the
Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940
Act Rules and Regulations from acting as the investment manager to the Fund
pursuant to the Advisory Agreement as described in the Prospectus;



<PAGE>
                                                                              22

                  (e)(iii) To the best of such counsel's knowledge after
reasonable inquiry, there are no legal or governmental proceedings pending or
threatened against the Manager, or to which the Manager or any of its properties
is subject, that are required to be described in the Registration Statement or
the Prospectus but are not described as required;

                  (e)(iv) To the best of such counsel's knowledge after
reasonable inquiry, the Manager is not in violation of its certificate of
formation, nor is the Manager in default under any material agreement, indenture
or instrument or in breach or violation of any judgment, decree, order, rule or
regulation of any court or governmental or self-regulatory agency or body;

                  (e)(v) Neither the execution, delivery or performance of this
Agreement nor the consummation by the Manager of the transactions contemplated
hereby (A) requires the Manager to obtain any consent, approval, authorization
or other order of or registration or filing with, the Commission, the NASD, any
national securities exchange, any arbitrator, any court, regulatory body,
administrative agency or other governmental body, agency or official (except
such as may have been obtained prior to the date hereof and such as may be
required for compliance with state securities or blue sky laws) or conflicts or
will conflict with or constitutes or will constitute a breach of, or a default
under, the certificate of formation, or other organizational documents, of the
Manager or (B) (i) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, any material agreement, indenture,
lease or other instrument to which the Manager is a party or by which it or any
of its properties may be bound (the "Agreements and Instruments"), (ii) violates
or will violate any statute, law or regulation (assuming compliance with state
securities and blue sky laws), (iii) violates or will violate any judgment,
injunction, order or decree that is applicable to the Manager or any of its
properties and that is known to such counsel, or (iv) will result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Manager pursuant to the terms of the Agreements and Instruments;

                  (e)(vi) The Manager has the corporate power and authority to
enter into this Agreement and the Management Agreement, and this Agreement and
the Management Agreement have been duly authorized, executed and delivered by
the Manager; assuming due authorization, execution and delivery by the other
parties thereto, this Agreement and the Management Agreement each constitutes
the valid and binding obligation of the Manager enforceable in accordance with
its terms (except as rights to indemnity and contribution in this Agreement and
the Management Agreement may be limited by federal or state securities laws),
subject as to enforcement to bankruptcy, insolvency, moratorium, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and to general equity principles (regardless of whether enforceability is
considered in a proceeding in equity or at law); and

                  (e)(vii) The description of the Manager (other than statements
as to the Manager's investment decisions, beliefs and strategies regarding the
Fund's portfolio as to which such counsel need express no opinion) in the
Registration Statement and the Prospectus does not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.



<PAGE>
                                                                              23

                  (f) The Underwriter shall have received on the Closing Date an
opinion of Simpson Thacher & Bartlett, counsel for the Underwriter, dated the
Closing Date and addressed to the Underwriter, with respect to such matters as
the Underwriter may reasonably request.

                  (g) The Underwriter shall have received letters addressed to
the Underwriter and dated the date hereof and the Closing Date from KPMG LLP,
independent certified public accountants, substantially in the forms heretofore
approved by the Underwriter.

                  (h) (i) No order suspending the effectiveness of the
Registration Statement or prohibiting or suspending the use of the Prospectus
(or any amendment or supplement thereto) or any Prepricing Prospectus or any
sales material shall have been issued and no proceedings for such purpose or for
the purpose of commencing an enforcement action against the Fund, the Manager
or, with respect to the transactions contemplated by the Prospectus (or any
amendment or supplement thereto) and this Agreement, the Underwriter, may be
pending before or, to the knowledge of the Fund, the Manager or the Underwriter
or in the reasonable view of counsel to the Underwriter, shall be threatened or
contemplated by the Commission at or prior to the Closing Date and that any
request for additional information on the part of the Commission (to be included
in the Registration Statement, the Prospectus or otherwise) be complied with to
the satisfaction of the Underwriter; (ii) there shall not have been any change
in the capitalization of the Fund nor any material increase in the short-term or
long-term debt of the Fund (other than in the ordinary course of business) from
that set forth or contemplated in the Registration Statement or the Prospectus
(or any amendment or supplement thereto); (iii) there shall not have been,
subsequent to the respective dates as of which information is given in the
Registration Statement and the Prospectus (or any amendment or supplement
thereto), except as may otherwise be stated in the Registration Statement and
Prospectus (or any amendment or supplement thereto), any material adverse change
in the condition (financial or other), business, prospects, properties, net
assets or results of operations of the Fund or the Manager; (iv) the Fund shall
not have any liabilities or obligations, direct or contingent (whether or not in
the ordinary course of business), that are material to the Fund, other than
those reflected in the Registration Statement or the Prospectus (or any
amendment or supplement to either of them); and (v) all the representations and
warranties of the Fund and the Manager contained in this Agreement shall be true
and correct on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date, and the Underwriter shall have received a
certificate of the Fund and the Manager, dated the Closing Date and signed by
the chief executive officer and the chief financial officer of each of the Fund
and the Manager (or such other officers as are acceptable to the Underwriter),
to the effect set forth in this Section 9(h) and in Section 9(i) hereof.

                  (i) Neither the Fund nor the Manager shall have failed at or
prior to the Closing Date to have performed or complied in all material respects
with any of its agreements herein contained and required to be performed or
complied with by it hereunder at or prior to the Closing Date.

                  (j) The Fund shall have delivered and the Underwriter shall
have received evidence satisfactory to the Underwriter that the Preferred Shares
are rated `aaa' by Moody's and AAA by Fitch as of the Closing Date, and there
shall not have been given any notice of any intended or potential downgrading,
or of any review for a potential downgrading, in the rating accorded to the
Preferred Shares by any Rating Agency.



<PAGE>
                                                                              24

                  (k) The Fund and the Manager shall have furnished or caused to
be furnished to the Underwriter such further certificates and documents as the
Underwriter shall have reasonably requested.

                  All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to the Underwriter and the Underwriter's
counsel.

                  Any certificate or document signed by any officer of the Fund
or the Manager and delivered to the Underwriter, or to counsel for the
Underwriter, shall be deemed a representation and warranty by the Fund or the
Manager to the Underwriter as to the statements made therein.

                  10. Expenses. The Fund agrees to pay the following costs and
                      --------
expenses and all other costs and expenses incident to the performance by it of
its obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the 1940 Act
Notification, the Prospectus and each amendment or supplement to any of them
(including, without limitation, the filing fees prescribed by the 1933 Act, the
1940 Act and the Rules and Regulations); (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, each Prepricing
Prospectus, the Prospectus, any sales material and all amendments or supplements
to any of them as may be reasonably requested for use in connection with the
offering and sale of the Preferred Shares; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Preferred Shares,
including any stamp taxes in connection with the original issuance and sale of
the Preferred Shares; (iv) the reproduction and delivery of this Agreement, any
dealer agreements, the preliminary blue sky memorandum, if any, and all other
agreements or documents reproduced and delivered in connection with the offering
of the Preferred Shares; (v) the registration of the Preferred Shares under the
1934 Act; (vi) the reasonable fees, expenses and disbursements of counsel for
the Underwriter relating to the preparation, reproduction, and delivery of any
preliminary blue sky memorandum; (vii) fees paid to the Rating Agencies; (viii)
the transportation and other expenses incurred by or on behalf of Fund
representatives in connection with presentations to prospective purchasers of
the Preferred Shares; and (ix) the fees and expenses of the Fund's accountants
and the fees and expenses of counsel (including local and special counsel) for
the Fund.

                  11. Effective Date of Agreement. This Agreement shall become
                      ---------------------------
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the Registration Statement or a post-effective amendment thereto to be
declared effective before the offering of the Preferred Shares may commence,
when notification of the effectiveness of the Registration Statement or such
post-effective amendment has been released by the Commission. Until such time as
this Agreement shall have become effective, it may be terminated by the Fund, by
notifying the Underwriter, or by the Underwriter, by notifying the Fund.

                  Any notice under this Section 11 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.



<PAGE>
                                                                              25

                  12. Termination of Agreement. This Agreement shall be subject
                      ------------------------
to termination in the Underwriter's absolute discretion, without liability on
the part of the Underwriter to the Fund or the Manager, by notice to the Fund,
if prior to the Closing Date (i) trading in securities generally on the AMEX
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
federal or state authorities, or (iii) there shall have occurred any outbreak or
escalation of hostilities or other international or domestic calamity, crisis or
change in political, financial or economic conditions, the effect of which on
the financial markets of the United States is to make it, in the Underwriter's
judgment, impracticable or inadvisable to commence or continue the offering of
the Preferred Shares at the offering price to the public set forth on the cover
page of the Prospectus or to enforce contracts for the resale of the Preferred
Shares by the Underwriter. Notice of such termination may be given to the Fund
by telegram, telecopy or telephone and shall be subsequently confirmed by
letter.

                  13. Information Furnished by the Underwriter. The statements
                      ----------------------------------------
set forth in the last paragraph on the cover page and the statements in the
first and third sentences of the third paragraph and in the fifth paragraph
under the caption "Underwriting" in any Prepricing Prospectus and in the
Prospectus, constitute the only information furnished by or on behalf of the
Underwriter as such information is referred to in Sections 6(b) and 8 hereof.

                  14. Miscellaneous. Except as otherwise provided in Sections 5,
                      -------------
11 and 12 hereof, notice given pursuant to any provision of this Agreement shall
be in writing and shall be delivered (i) if to the Fund or the Manager, at the
offices of the Fund at 388 Greenwich Street, New York, New York 10013,
Attention: Secretary; or (ii) if to the Underwriter, to Salomon Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013, Attention: Manager,
Investment Banking Division.

                  15. Disclaimer. A copy of the document establishing the Fund
                      ----------
is filed with the Secretary of the State of Maryland. This Agreement is executed
by officers not as individuals and is not binding upon any of the directors,
officers, or shareholders of the Fund individually but only upon the assets of
the Fund.

                  This Agreement has been and is made solely for the benefit of
the Underwriter, the Fund, the Manager, their directors and officers, and the
other controlling persons referred to in Section 8 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from the Underwriter of any of the Preferred Shares in
his status as such purchaser.

                  16. Applicable Law; Counterparts. This Agreement shall be
                      ----------------------------
governed by and construed in accordance with the laws of the State of New York.

                  This Agreement may be signed in various counterparts which
together constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.



<PAGE>


                  Please confirm that the foregoing correctly sets forth the
agreement among the Fund, the Manager and the Underwriter.




                                         Very truly yours,


                                         INTERMEDIATE MUNI FUND, INC.



                                         By:
                                            ------------------------------------


Confirmed as of the date first
above mentioned.

SALOMON SMITH BARNEY INC.           SMITH BARNEY FUND MANAGEMENT LLC



By:                                      By:
   ----------------------------             ------------------------------------




<PAGE>

                                   SCHEDULE I


                          INTERMEDIATE MUNI FUND, INC.



                                                              Number of
                           Underwriter                     Preferred Shares
                           -----------                     ----------------


Salomon Smith Barney Inc...................................




Total......................................................






</TEXT>
</DOCUMENT>
