EXHIBIT (k)(ii)
ADMINISTRATION AGREEMENT

                            ADMINISTRATION AGREEMENT

          This ADMINISTRATION AGREEMENT (the "Agreement") is dated as of January
23, 2002 and is between USLIFE INCOME FUND, INC., a Maryland corporation (the
"Fund") whose principal offices are located at 1680 38TH Street, Suite 800,
Boulder, CO. 80301, and FUND ADMINISTRATIVE SERVICES, LLC, a Colorado limited
liability company (the "Administrator"), whose principal offices are located at
1680 38th Street, Suite 800, Boulder, CO. 80301.

                                    RECITALS

          A. The Fund is a closed-end management investment company organized as
a Maryland corporation.

          B. The Fund desires to retain the Administrator to provide
administrative services to the Fund, and the Administrator is willing to provide
such services on the terms and subject to the conditions set forth in this
Agreement.

                                    COVENANTS

          NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, and for other good and valuable consideration, the
parties agree as follows:

     1. Definitions. As Used in this Agreement:

          (a) "1933 Act" means the Securities Act of 1933, as amended.

          (b) "1934 Act" means the Securities Exchange Act of 1934, as amended.

          (c) "1940 Act" means the Investment Company Act of 1940, as amended.

          (d) "Adviser" means the investment adviser for the Fund as defined in
the 1940 Act.

          (e) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Directors to give Oral
Instructions and Written Instructions on behalf of the Fund. An Authorized
Person's scope of authority may be limited by setting forth such limitation in a
written document signed by both parties hereto.

          (f) "CEA" means the Commodities Exchange Act, as amended.

          (g) "Oral Instructions" mean oral instructions received by
Administrator from an Authorized Person or from a person reasonably believed by
Administrator to be an Authorized Person. Administrator may, in its sole
discretion in each separate instance, consider and






rely upon instructions it receives from an Authorized Person via electronic mail
as Oral Instructions.

          (h) '"SEC" means the Securities and Exchange Commission.

          (i) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.

          (j) "Shares" means the shares of common stock of any series or class
of the Fund.

          (k) "Written Instructions" means (i) written instructions signed by an
Authorized Person and received by Administrator or (ii) trade instructions
transmitted (and received by Administrator) by means of an electronic
transaction reporting system access to which requires use of a password or other
authorized identifier. The instructions may be delivered by hand, mail, tested
telegram, cable, telex, facsimile sending device or email.

     2. Appointment. The Fund hereby appoints Administrator to provide
administration and accounting services in accordance with the terms set forth in
this Agreement. Administrator accepts such appointment and agrees to provide
such services.

     3. Delivery of Documents. The Fund has provided or, where applicable, will
provide Administrator with the following:

          (a) at Administrator's request, certified or authenticated copies of
the resolutions of the Fund's Board of Directors approving the appointment of
Administrator or its affiliates to provide services to the Fund and approving
this Agreement.

          (b) A copy of the Fund's most recent effective registration statement.

          (c) A copy of the Fund's advisory agreement or agreements.

          (d) A copy of each additional Administration Agreement of the Fund, if
any; and

          (e) Copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.

     4. Compliance with Rules and Regulations. Administrator undertakes to
comply with all applicable requirements of the Securities Laws, and any laws,
rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by Administrator hereunder. Except as
specifically set forth herein, Administrator assumes no liability for such
compliance by the Fund or other entity.

     5. Instructions.

          (a) Unless otherwise provided in this Agreement, Administrator shall
act only upon Oral Instructions or Written Instructions.

          (b) Administrator shall be entitled to rely upon any Oral Instruction
or Written Instruction it receives from an Authorized






Person (or from a person reasonably believed by Administrator to be an
Authorized Person) pursuant to this Agreement. Administrator may assume that any
Oral Instruction or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders, unless and until Administrator receives Written
Instructions to the contrary.

          (c) The Fund agrees to forward to Administrator Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
Administrator or its affiliates) so that Administrator receives the Written
Instructions by the close of business on the same day that such Oral
Instructions are received. The fact that such confirming Written Instructions
are not received by Administrator or differ from the Oral Instructions shall in
no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or Administrator's ability to rely upon such
Oral Instructions. Where Oral Instructions or Written Instructions reasonably
appear to have been received from an Authorized Person, Administrator shall
incur no liability to the Fund in acting upon such Oral Instructions or Written
Instructions provided that Administrator's actions comply with the other
provisions of this Agreement.

     6. Right to Receive Advice.

          (a) Advice of the Fund. If Administrator is in doubt as to any action
it should or should not take, Administrator may request directions or advice,
including Oral Instructions or Written Instructions, from the Fund.

          (b) Advice of Counsel. If Administrator shall be in doubt as to any
question of law pertaining to any action it should or should not take,
Administrator may request advice from counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser or Administrator, at the
option of Administrator).

          (c) Conflicting Advice. In the event of a conflict between directions
or advice or Oral Instructions or Written Instructions, Administrator receives
from the Fund and the advice Administrator receives from counsel, Administrator
may rely upon and follow the advice of counsel.

          (d) Protection of Administrator. Administrator shall be protected in
any action it takes or does not take in reliance upon directions or advice or
Oral Instructions or Written Instructions it receives from the Fund or from
counsel and which Administrator believes, in good faith, to be consistent with
those directions or advice and Oral Instructions or Written Instructions.
Nothing in this section shall be construed so as to impose an obligation upon
Administrator (i) to seek such directions or advice or Oral Instructions or
Written Instructions, or (ii) to act in accordance with such directions or
advice or Oral Instructions or Written Instructions unless, under the terms of
other provisions of this






Agreement, the same is a condition of Administrator's properly taking or not
taking such action.

     7. Records; Visits.

          (a) The books and records pertaining to the Fund which are in the
possession or under the control of Administrator shall be the property of the
Fund. Such books and records shall be prepared and maintained as required by the
1940 Act and other applicable Securities Laws, rules and regulations. The Fund
and Authorized Persons shall have access to such books and records at all times
during Administrator's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by Administrator to
the Fund or an Authorized Person, at the Fund's expense.

          (b) Administrator shall keep the following records:

               (1) all books and records with respect to the Fund's books of
     account;

               (2) records of the Fund's securities transactions; and

               (3) all other books and records as the Fund is required to
     maintain pursuant to Rule 31a-1 of the 1940 Act.

     8. Officers and Staff. The Administrator shall provide personnel to act as
officers of the Fund, to do such things as are permitted in the Fund's Articles
of Incorporation and By-laws, as each is amended to the date hereof.

     9. Administrative Services. The Administrator shall provide the following
administrative, accounting, legal and regulatory services to the Fund
(collectively, the "Administrative Services"). It is intended that the
Administrative Services provided by the Administrator shall be of an
administrative nature only and shall under no circumstances include services
associated with the provision of investment advisory services.

          (a) Negotiation of Service Provider Contracts. Administrator shall
negotiate all contracts with Service Providers, supervise their obligations, and
make periodic reports to the Board on their respective performance. For this
purpose, "Service Provider" means the Fund's Investment Adviser(s), the Fund's
transfer agent and registrar, the Fund's custodian, and all other service
providers and vendors of the Fund.

          (b) Oversight of Service Providers. The Administrator shall maintain
oversight with respect to the activities of the Service Providers and shall
review all relevant reports, documentation and other work product prepared by
the Service Providers including but not limited to:

               (1) Prepare quarterly broker security transactions summaries;

               (2) Prepare monthly security transaction listings;






               (3) Supply various normal and customary Fund statistical data as
     requested on an ongoing basis;

               (4) Prepare for execution and file the Fund's federal and state
     tax returns;

               (5) Monitor the Fund's status as a regulated investment company
     under Sub-chapter M of the Internal Revenue Code of 1986, as amended, and
     compliance with its investment objectives, policies and restrictions;

               (6) Prepare and file with the SEC the Fund's annual and
     semi-annual shareholder reports;

               (7) Prepare, coordinate with Fund's outside counsel and file with
     the SEC Post-Effective Amendments to the Fund's Registration Statement as
     needed, prepare reports to the SEC including the preparation and filing of
     semi-annual reports on Form N-SAR;

               (8) Prepare, coordinate with Fund's outside counsel and file with
     the SEC notices of Annual or Special Meetings of Shareholders and Proxy
     materials relating to such meetings;

               (9) Assist in obtaining the fidelity bond and directors' and
     officers' errors and omissions insurance policies for the Fund in
     accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the
     1940 Act as such bond and policies are approved by the Fund's Board of
     Directors;

               (10) Monitor the Fund's assets to assure adequate fidelity bond
     coverage is maintained;

               (11) Draft agendas, resolutions, minutes and materials for
     quarterly and special Board and Board committee meetings;

               (12) Coordinate the preparation, assembly and mailing of Board
     materials;

               (13) Maintain the Fund's corporate calendar to assure compliance
     with various filing and Board approval deadlines;

               (14) Coordinate contractual relationships and communications
     between the Fund and its contractual Service Providers;

               (15) Provide documentation regarding the current investments of
     the Fund and all trades executed by such investment adviser(s) as the Fund
     may engage from time to time (the "Adviser(s)");

               (16) Calculate monthly, quarterly and annual total returns;

               (17) Calculate and monitor net realized and unrealized gains
     (losses) of the Fund;

               (18) Prepare weekly and month-end calculation of the Fund's NAV;






               (19) Determine the Fund's asset allocation;

               (20) Review any and all other reports produced by Service
     Providers in regards to the Fund; and

               (21) Construct, maintain and administer a website for the Fund.

          (c) Reports to the Board. The Administrator shall make periodic
reports to the Board and insure that all relevant information regarding the Fund
is made available to shareholders, analysts, investors, and the like through
shareholder reports, proxy statements, press releases, other public documents
and filings and other communications.

          (d) Dividend Recommendations and Compliance With Fund Policies. The
Administrator shall, at the request of the Directors, study and make
recommendations to the Directors regarding the Fund's dividend payout of income
and capital gains, and the Fund's compliance with its policies and
organizational documents, with the 1940 Act and with IRS tax codes and
regulations.

          (e) General Management and Shareholder Communication. The
Administrator shall provide general management and oversight for the Fund, to
the extent not provided by the Adviser(s). The Administrator shall provide such
necessary personnel and equipment to adequately receive and respond to all
inquiries of the Fund's shareholders.

          (f) Directors & Officers Liability Insurance. At least annually, the
Administrator shall solicit proposals and make recommendations to the Board
regarding the availability, cost and acquisition of errors and
omissions/directors and officers liability insurance, fidelity bonds, and such
other insurance as might be required or prudent, as the Board may determine.

          (g) Disbursement Services. The Administrator shall review and approve
all Fund expenses and cause them to be paid in a timely manner.

          (h) Personnel. Except as provided in Section 10 hereof, the
Administrator shall, at its sole cost and expense, employ, engage or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this Agreement.

          (i) Other Services Requested by the Board. The Administrator shall
provide such other administrative services as may be reasonably requested from
time to time by the Board.

          (j) Accounting Services. Administrator will perform the following
accounting services (collectively, the "Accounting Services"), all of which are
included under the definition of "Administrative Services":

               (1) Journalize investment, capital share and income and expense
     activities;






               (2) Verify investment buy/sell trade tickets when received from
     an investment adviser for the Fund and transmit trades to the Fund's
     Custodian for proper settlement;

               (3) Maintain individual ledgers for investment securities;

               (4) Maintain historical tax lots for each security;

               (5) Reconcile cash and investment balances of the Fund with the
     Fund's Custodian, and provide the Adviser(s) with the beginning cash
     balance available for investment purposes;

               (6) Update the cash availability throughout the day as required
     by the Adviser(s);

               (7) Post to and prepare the Statement of Assets and Liabilities
     and the Statement of Operations;

               (8) Calculate various contractual expenses (e.g., advisory and
     custody fees);

               (9) Monitor the expense accruals and notify an officer of the
     Fund of any proposed adjustments;

               (10) Control all disbursements and authorize such disbursements
     upon Written Instructions;

               (11) Calculate capital gains and losses;

               (12) Determine net income;

               (13) Obtain security market quotes from independent pricing
     services approved by the Board, or if such quotes are unavailable, then
     solicit an appropriate pricing protocol from the Adviser(s), subject to
     approval by the Board, and in either case calculate the market value of the
     Fund's investments;

               (14) Transmit or mail a copy of the daily portfolio valuation to
     the Adviser;

               (15) Compute net asset value;

               (16) As appropriate, compute yields, total returns, expense
     ratios, portfolio turnover rate and, if required, portfolio average
     dollar-weighted maturity; and

               (17) Prepare a monthly financial statement, which will include
     the following items: (i) Schedule of Investments; (ii) Statement of Assets
     and Liabilities; (iii) Statement of Operations; (iv) Statement of Changes
     in Net Assets; (v) Cash Statement, and (vi) Schedule of Capital Gains and
     Losses.

     10. Outsourcing. It is anticipated that Administrator will outsource
substantial responsibilities under this Agreement (the "Outsourced
Responsibilities") to reputable service providers who are qualified and in the
business of providing some or all of the services contemplated hereunder to
registered investment companies ("Outsource Providers"). Although custodian and
transfer agency and appurtenant responsibilities must be dealt with under
separate agreements between






the Fund, the Administrator and such service providers, for the purposes of this
Agreement, such terms shall be included in the definition of "Outsourced
Responsibilities". In particular, but not by way of limitation, Administrator
will initially outsource the transfer agency services, Accounting Services and
other specific Administrative Services to PFPC Inc. and will outsource custody
services to PNC Bank. Notwithstanding the foregoing, the Administrator may, in
its reasonable discretion, change Outsource Providers or reallocate all or any
portion of the Accounting Services or other Outsourced Responsibilities
hereunder to one or any number of Outsource Providers. Whenever Administrator
proposes to enter into new agreements for the providing of any Outsourced
Responsibilities, or if Administrator proposes to change Outsource Providers for
any Administrative Services, it shall provide at least 60 days' prior written
notice to the Board of the details of the anticipated change.

     11. Best Efforts. The Administrator shall give the Fund the benefit of the
Administrator's best judgment and efforts in rendering services under this
Agreement. As an inducement to the Administrator's undertaking to render these
services, the Fund agrees that the Administrator shall not be liable under this
Agreement for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from the Administrator's willful
misfeasance, bad faith or gross negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.

     12. Compensation.

          (a) The Administration Fee. In consideration of the responsibilities
assumed and the Administrative Services to be rendered by the Administrator
under this Agreement, the Fund shall pay the Administrator a monthly fee
(commencing on the Effective Date (defined below) calculated at an annual rate
of thirty (30) basis points applied against the value of the Fund's average
monthly net assets which, for the purposes of calculating such fee, will be
deemed to be the average monthly value of the Fund's total assets minus the sum
of the Fund's liabilities (excluding leverage, if any) (the "Administration
Fee"). If the fees payable to the Administrator pursuant to this Section begin
to accrue before the end of any month or if this Agreement terminates before the
end of any month, the fees for the period from that date to the end of that
month or from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion that the period bears
to the full month in which the effectiveness or termination occurs.

          (b) All Inclusive Fee. The Administration Fee shall be "all-inclusive"
in that it shall constitute the entirety of the fees that the Fund pays with
respect to Administrative Services (including Accounting Services) as well as
custody and transfer agency services. The Administration Fee shall not be
construed to include outside






auditor fees, outside legal services (e.g., Fund counsel and counsel for the
independent directors), extraordinary expenses or board related expenses. It is
understood and agreed that, because of the nature of the services, the
Administrator is not capable of providing custody and transfer agency services
under this Agreement and such services will be provided pursuant to separate
custody and transfer agency agreements between the Fund, the Administrator and
the respective custodian and transfer agent. Nonetheless, the Administration Fee
shall include all custodian and transfer agency fees and the actual cost of such
services paid by the Fund in the ordinary course of its business shall be
deducted from the Administration Fee as accrued.

     13. Reimbursement for Out of Pocket Expenses. The Fund shall reimburse
Administrator for all out of pocket expenses incurred in connection with its
duties hereunder, including travel expenses for Administrator's staff and the
staff of the Outsource Providers to attend meetings of the Board of Directors as
is reasonably necessary.

     14. Liaison with Accountants. Administrator shall act as liaison with the
Fund's independent public accountants and shall provide account analyses, fiscal
year summaries, and other audit-related schedules with respect to the Fund.
Administrator shall take all reasonable action in the performance of its duties
under this Agreement to assure that the necessary information is made available
to such accountants for the expression of their opinion, as required by the
Fund.

     15. Administrator's Systems. Administrator shall retain title to and
ownership of any and all data bases, computer programs, screen formats, report
formats, interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts, expertise, patents,
copyrights, trade secrets, and other related legal rights utilized by
Administrator in connection with the services provided by Administrator to the
Fund.

     16. Disaster Recovery. Administrator shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
Administrator shall, at no additional expense to the Fund, take reasonable steps
to minimize service interruptions. Administrator shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by Administrator's own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
or obligations under this Agreement.

     17. Approval of Agreement. This Agreement shall become effective as of
January 23, 2002 (the "Effective Date"), the date on which the Agreement was
approved by vote of a majority of:

          (a) The Board of Directors of the Fund and






          (b) The Directors who are not "interested persons" (as defined in the
1940 Act) of the Fund and who have no direct or indirect financial interest in
this Agreement (the "Non-Interested Directors");

          (c) cast in person at a meeting called for the purpose of voting on
such approval (the "Board Approval").

This Agreement shall continue in effect with respect to the Fund until August
31, 2003, and thereafter shall continue automatically for successive annual
periods ending on the last day of August of each year, subject to the
immediately following sentence, and provided such continuance receives Board
Approval, including approval by the Non-Interested Directors. This Agreement may
be terminated with respect to the Fund at any time, without payment of any
penalty, by a vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by a vote of a majority of the Fund's Board
of Directors on 60 days' written notice to the Administrator or by the
Administrator on 90 days' written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).

     18. Confidentiality. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal performance
results, relating to the past, present or future business activities of the Fund
or Administrator, their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them; (b) any scientific or technical
information, design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its confidentiality affords
the Fund or Administrator a competitive advantage over its competitors.; (c) all
confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding the
foregoing, information shall not be subject to such confidentiality obligations
if it (a) is already known to the receiving party at the time it is obtained;
(b) is or becomes publicly known or available through no wrongful act of the
receiving party; (c) is rightfully received from a third party who, to the best
of the receiving party's knowledge, is not under a duty of confidentiality; (d)
is released by the protected party to a third party without restriction; (e) is
required to be disclosed by the receiving party pursuant to a requirement of a
court order, subpoena, governmental or regulatory agency or law (provided the
receiving party will provide the other party written notice of such requirement,
to the extent such notice is permitted); (f) is relevant to the defense of any
claim or






cause of action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.

     19. Indemnification. The Fund agrees to indemnify and hold harmless
Administrator and its affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, reasonable attorneys fees
and disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or indirectly
from any action or omission to act which Administrator takes in connection with
its provision of services to the Fund. Neither Administrator, nor any of its
affiliates, shall be indemnified against any liability (or any expenses incident
to such liability) caused by Administrator's or its affiliates' own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.

     20. Responsibility of Administrator.

          (a) Administrator shall be under no duty to take any action hereunder
on behalf of the Fund except as specifically set forth herein or as may be
specifically agreed to by Administrator and the Fund in a written amendment
hereto. Administrator shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing
services provided for under this Agreement. Administrator shall be liable only
for any damages arising out of Administrator's failure to perform its duties
under this Agreement to the extent such damages arise out of Administrator's
willful misfeasance, bad faith, negligence or reckless disregard of such duties.

          (b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) Administrator shall not be liable for losses
beyond its control, including without limitation (subject to Section 11), delays
or errors or loss of data occurring by reason of circumstances beyond
Administrator's control, provided that Administrator has acted in accordance
with the standard set forth in Section 20(a) above, and (ii) Administrator shall
not be under any duty or obligation to inquire into and shall not be liable for
the validity or invalidity or authority or lack thereof of any Oral Instruction
or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which Administrator reasonably
believes to be genuine.

          (c) Notwithstanding anything in this Agreement to the contrary,
neither Administrator nor its affiliates shall be liable for any consequential,
special or indirect losses or damages, whether or not the likelihood of such
losses or damages was known by Administrator or its affiliates.

          (d) Each party shall have a duty to mitigate damages for which the
other party may become responsible.

     21. No Restrictions on Other Business. Except to the extent necessary to
perform the Administrator's obligations under this






Agreement, nothing herein shall be deemed to limit or restrict the right of the
Administrator, or any affiliate of the Administrator, or any employee of the
Administrator, to engage in any other business or to devote time and attention
to the management or other aspects of any other business, whether of a similar
or dissimilar nature, or to render services to any other corporation, firm,
individual or association.

     22. Miscellaneous Provisions.

          (a) Articles of Incorporation; Binding Effect. The Articles of
Incorporation, establishing the Fund, together with all amendments thereto, is
on file in the office of the Secretary of the State of Maryland. The obligations
of the Fund are not personally binding upon, nor shall resort be had to the
private property of, any of the officers, directors or shareholders of the Fund
or any of their agents, but only the Fund's property shall be bound.

          (b) Governing Law. This Agreement shall be construed and its
provisions interpreted in accordance with the laws of the State of Maryland.

          (c) Binding Agreement; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their successors. This
Agreement shall not be assignable by either party under any circumstances.

          (d) Severability. If any term or provision hereunder, or any portion
thereof, is held to be invalid or unenforceable, it shall not affect any other
term or provision hereunder or any part thereof.

          (e) Survival. All promises, covenants, agreements, representations and
warranties contained herein shall survive the execution and delivery, and the
subsequent termination, of this Agreement and the transactions contemplated
hereunder.

          (f) Entire Agreement. This Agreement contains the full, entire, and
integrated agreement and understanding between the parties with respect to the
covenants, promises and agreements herein described, and no representations,
warranties, provisions, covenants, agreements or understandings, written or
oral, not herein contained or referred to shall be of any force or effect.
Except as otherwise provided herein, this Agreement may not be modified or
amended except in writing signed by both of the parties hereto.

          (g) Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.






THE FUND:                              THE ADMINISTRATOR:

USLIFE INCOME FUND, INC.,              FUND ADMINISTRATIVE SERVICES,
a Maryland Corporation                 LLC, a Colorado limited liability Company


By: /s/ Stephen C. Miller              By: /s/ Carl D. Johns

    Stephen C. Miller, President           Carl D. Johns, Assistant Manager