MASTER AGREEMENT AMONG UNDERWRITERS

August 1, 1982

Dear Sirs:

From time to time we may invite you (and others) to participate on the terms set forth herein as underwriter in connection with certain public offerings of securities that are managed by us.  If we invite you to participate in a specific offering (an Offering) to which this Master Agreement Among Underwriters shall apply, we will send you, by wire, telex or other written means, an agreement among underwriters, substantially in the form of Exhibit A hereto (an AAU).  Any such AAU may exclude or revise such provisions of this Master Agreement Among Underwriters or may contain such additional provisions as you and we mutually deem appropriate.  An Underwriters Questionnaire to be used in connection with such Offerings is attached as Exhibit B hereto.

Each AAU shall relate to a specific Offering and shall identify (i) the securities to be offered their principal terms, the issuer thereof and, if different from the issuer, the seller or sellers of such securities, (ii) the underwriting agreement providing for the purchase of such securities by the several underwriters and whether such agreement provides the several underwriters with an option to purchase additional securities to cover over-allotments, (iii) the price at which such securities are to be purchased by the several underwriters from the seller or sellers thereof (or a formula establishing the maximum such price), (iv) the offering terms, including, if applicable, the public offering price, concession, reallowance and management fee with respect to such securities, (v) the manager or managers for such Offering and (vi) if applicable, the trustee for the indenture under which such securities will be issued.

Each AAU shall set forth your proposed participation in the Offering to which it relates and you hereby agree to accept such participation on the terms set forth or contemplated herein and in such AAU without further action on your part.  You may decline such participation only if we receive by wire, telex or either written means a notice from you to that effect before the time specified in such AAU for such a notice.  If we do not receive such a notice by such time, such AAU shall constitute a valid and binding contract between us.

Unless we have received by wire, telex or other written means a notice from you stating exceptions to Underwriters Questionnaire attached as Exhibit B hereto before the time specified in an AAU for such notice, you hereby confirm that you have no exception in connection with the Offering to which such AAU relates.

Except to the extent an AAU provides otherwise, you and we hereby agree that the following general provisions shall be incorporated by reference in each AAU.  For purposes of such general provisions, the term Applicable AAU means the AAU incorporating such general provisions by reference; the term Agreement means the Applicable AAU including the general provisions incorporated therein by reference as it applies to the Offering identified in such Applicable AAU; the terms Securities, Issuer, Underwriting Agreement, Underwriters, Manager and Trustee shall have the meanings set forth in the Applicable AAU; the term firm Securities means the Securities that the several Underwriters are initially committed to purchase under the Underwriting Agreement; and the term Additional Securities means the Securities, if any, that the several Underwriters have an option to purchase under the Underwriting Agreement to cover over-allotments.

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