EXHIBIT 4(C)

                   SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT
                                      WITH
                              FUND ASSET MANAGEMENT


                  As of January 1, 1994, Fund Asset Management was reorganized
as a limited partnership, formally known as Fund Asset Management, L.P. ("FAM").
The general partner of FAM is Princeton Services, Inc. and the limited partners
are Fund Asset Management, Inc. and Merrill Lynch & Co., Inc. Pursuant to Rule
202(a)(1)-1 under the Investment Advisors Act of 1940 and Rule 2a-6 under the
Investment Company Act of 1940, such reorganization did not constitute an
assignment of this investment advisory agreement since it did not involve a
change of control or management of the investment adviser. Pursuant to the
requirements of Section 205 of the Investment Advisers Act of 1940, however,
Fund Asset Management hereby supplements this investment advisory agreement by
undertaking to advise you of any change in the membership of the partnership
within a reasonable time after any such change occurs.



                                             By: /s/  Arthur Zeikel
                                                 -----------------------


Dated:  January 3, 1994