FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT (MSAM Sub-Transfer Agency Agreement)

                                  FORM OF
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                      (MSAM Sub-Transfer Agency Agreement)

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
__________, 1997, is made by and between Xxxxxx Xxxxxxx Asset Management Inc.
("Transferor") and Xxx Xxxxxx American Capital Investment Advisory Corp.
("Transferee") with reference to the following Recitals.

     a.        Transferor serves as the administrator to Xxxxxx Xxxxxxx Fund,
          Inc. (the "Fund") pursuant to an administration agreement dated
          November 17, 1992, by and between Transferor and the Fund (the
          "Administration Agreement");

     b.        Transferor has delegated certain transfer agency duties and
          responsibilities to ACCESS Investor Services, Inc. pursuant to a sub-
          transfer agency agreement dated December ___, 1997, by and between
          Transferor and ACCESS Investor Services, Inc. (the "Sub-Transfer
          Agency Agreement");

     c.        Transferor has agreed to assign all of its rights and delegate
          all of its obligations (the "Assignment") under the Sub-Transfer
          Agency Agreement to Transferee, as of the date first set forth above;
          and

     d.        Transferee has agreed, that at the time of the Assignment, to
          assume all rights and obligations of Transferor under the Sub-Transfer
          Agency Agreement.

     NOW THEREFORE, in consideration of the terms and conditions of this
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:

     a.        Transferor hereby grants, sells, conveys, transfers and delivers
          to Transferee all of Transferor's right, title and interest in and to
          the Sub-Transfer Agency Agreement;

     b.        Transferee hereby assumes and agrees to perform or to pay or
          discharge the obligations and liabilities of Transferor described in
          the Sub-Transfer Agency Agreement and agrees to be liable to the Fund
          for any default or breach of the Sub-Transfer Agency Agreement to the
          extent the default or breach occurs on or after the date of execution
          of this Agreement; and

     c.        This Agreement shall inure to the benefit of and shall be binding
          upon the successors and assigns of the respective parties to this
          Agreement.  This Agreement shall be governed and interpreted in
          accordance with the law of the State of Delaware without reference to
          the conflicts of laws principles of such state.




     This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.

     IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of the date first set forth above.

Transferee:                             Transferor:
Xxx Xxxxxx American Capital             Xxxxxx Xxxxxxx Asset Management Inc.
Investment Advisory Corp.

     By:                                     By:
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     Title:                                  Title:
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     Date:                                   Date:
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