ACCOUNTING SERVICES AGREEMENT



                        1838 Bond-Debenture Trading Fund



                  THIS ACCOUNTING SERVICES AGREEMENT is made as of the ___ day

of September, 1999, by and between 1838 Investment Advisors, Inc., a Delaware

corporation (hereinafter called "1838 Inc."), 1838 Bond-Debenture Trading Fund,

a Delaware corporation (hereinafter called the "Fund"), and MBIA Municipal

Investors Service Corporation, a corporation organized under the laws of the

State of New York (hereinafter called "MBIA").



                  WHEREAS, the Fund is registered under the Investment Company

Act of 1940, as amended (the "1940 Act"), as a closed-end management investment

company and has issued for public sale shares of common stock ("Shares"), par

value $1.00 per share;



                  WHEREAS, 1838 Inc. is registered as an investment adviser

under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and

acts as the investment adviser and manager of the Fund;



                  WHEREAS, 1838 Inc. desires to employ MBIA to provide certain

accounting services for the Fund;



                  WHEREAS, MBIA is willing to furnish such services to 1838 Inc.

and the Fund on the terms and conditions hereinafter set forth;



                  NOW THEREFORE, in consideration of the premises and mutual

covenants contained in this Agreement, 1838 Inc., the Fund and MBIA agree as

follows:



                  1. Appointment. 1838 Inc. and the Fund hereby appoint MBIA to

provide certain accounting services to the Fund for the period and on the terms

set forth in this Agreement. MBIA accepts such appointment and agrees to furnish



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the services herein set forth in return for the compensation provided for in

Section 13 of this Agreement. MBIA agrees to comply with relevant provisions of

the Securities Act of 1933, the Securities Exchange Act of 1934, and the 1940

Act and applicable rules and regulations thereunder; and the rules and

regulations of the New York Stock Exchange. Additionally, MBIA agrees to remain

open for business on any day on which the New York Stock Exchange, the

Philadelphia branch office of the Federal Reserve or the Fund are open for

business.



                  2. Documents. 1838 Inc. and the Fund have furnished MBIA with

copies properly certified or authenticated of each of the following:



                    1. A resolution of the Fund's Board of Directors authorizing

the appointment of MBIA to provide certain accounting services to the Fund and

approving this Agreement;



                    2. Schedule B identifying and containing the signatures of

the Fund's officers and other persons authorized ("Authorized Persons") to sign

"Written Instructions" (as used in this Agreement to mean written instructions

delivered by hand, mail, telegram, cable, telex or facsimile sending device and

received by MBIA, signed by two Authorized Persons) on behalf of the Fund; and



                    3. The Fund's Prospectus and Statement of Additional

Information. 1838 Inc. and/or the Fund will furnish MBIA from time to time with

copies, properly certified or authenticated, of any additions, amendments or

supplements to the foregoing.





                  3. Instructions Consistent with Articles of Incorporation,

etc.





                                      -2-



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                  1. Unless otherwise provided in this Agreement, MBIA shall act

upon Oral and Written Instructions. "Oral Instructions" used in this Agreement

shall mean oral instructions actually received by MBIA from an Authorized Person

or from a person reasonably believed by MBIA to be an Authorized Person.

"Written Instructions" used in this Agreement shall mean written instructions

signed by two Authorized Persons delivered by hand, mail, telegram, cable, telex

or facsimile, and received by MBIA. "Authorized Person" used in this Agreement

means any officer of the Fund and any other person, whether or not any such

person is an officer of the Fund, duly authorized by the Board of Directors of

the Fund to give Oral and Written Instructions on behalf of the Fund. Although

MBIA may know of the provisions of the Articles of Incorporation and By-laws of

the Fund, MBIA in its capacity under this Agreement may assume that any Oral or

Written Instructions received hereunder are not in any way inconsistent with any

provisions of such Articles of Incorporation or By-laws or any vote, resolution

or proceeding of the shareholders, or of the Board of Directors, or of any

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