EXHIBIT 99.2j.3 [THE CHASE MANHATTAN BANK, N.A. LETTERHEAD] April 16, 1996 Mr. Giff Zimmerman John Nuveen & Co. Incorporated 333 West Wacker Drive Chicago, IL 60606 Dear Giff: On September 2, 1995, The United States Trust Company of New York (UST) was...

                                                                 EXHIBIT 99.2j.3


                  [THE CHASE MANHATTAN BANK, N.A. LETTERHEAD]





April 16, 1996



Xx. Xxxx Xxxxxxxxx
Xxxx Xxxxxx & Co. Incorporated
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000



Dear Giff:

On September 2, 1995, The United States Trust Company of New York (UST) was
merged into Chase Manhattan Bank, N.A. (Chase). As a result of this
transaction, Chase succeeded by operation of law, all rights and
responsibilities of UST under all Transfer Agency, Custodian and Fund
Accounting agreements between US Trust and Xxxx Xxxxxx & Co.'s managed
investment companies.


Sincerely,

/s/ XXXXXX X. XXXXX

Xxxxxx X. Xxxxx
Vice President