GLOBAL CUSTODIAL SERVICES
                                                     AGREEMENT




                                                 TABLE OF CONTENTS





1.      DEFINITIONS.......................................................II
2.      APPOINTMENT OF CUSTODIAN..........................................III
3.      PROPERTY ACCEPTED..................................................IV
4.      REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.......................IV
5.      INSTRUCTIONS.......................................................V
6.      PERFORMANCE BY THE CUSTODIAN.......................................VI
7.      REGISTRATION AND OTHER ACTION......................................VII
8.      CUSTODY CASH ACCOUNT PAYMENTS......................................VIII
9.      ASSURED INCOME PAYMENT SERVICE.....................................IX
10.     WITHDRAWAL AND DELIVERY............................................IX
11.     ACCESS AND RECORDS.................................................IX
12.     USE OF AGENTS......................................................IX
13.     CITICORP ORGANIZATION INVOLVEMENT..................................X
14.     SCOPE OF RESPONSIBILITY............................................X
15.     LITIGATION; INDEMNITY..............................................XII
16.     SET-OFF............................................................XIII
17.     FEES AND EXPENSES..................................................XIII
18.     TAX STATUS/WITHHOLDING TAXES.......................................XIV
19.     TERMINATION........................................................XIV
20.     ASSIGNMENT.........................................................XIV
21.     INTENTIONALLY DELETED..............................................XV
22.     DISCLOSURE.........................................................XV
23.     NOTICES............................................................XV
24.      GOVERNING LAW AND JURISDICTION....................................xv
25.     MISCELLANEOUS......................................................XVI



     THIS GLOBAL CUSTODIAL  SERVICES  AGREEMENT is made on the 15th day of July,
2003, by and between each investment  company  identified on Appendix A attached
hereto  (each  hereinafter  referred  to  as  the  "Client")   individually  and
severally,  and not jointly and severally, and Citibank, N.A. (the "Custodian").

1. DEFINITIONS

     "Agreement" means this Global Custodial Services Agreement, as amended from
time to time, and any other terms and  conditions  agreed upon by the Client and
the Custodian in writing from time to time in connection with this Agreement.

     "Assured Income Payment  Service" means the  Custodian's  services in which
interest,  dividends  or other  such  periodic  income,  to which the  Client is
entitled,  on  Securities  specified by the  Custodian  from time to time at its
absolute discretion, are credited to the Custody Cash Account in respect of such
Securities.

     "Assured Income Payment Standards" means the terms and conditions governing
the Assured  Income  Payment  Service,  as such terms and conditions are amended
and/or supplemented from time to time by, and at the absolute discretion of, the
Custodian.

     "Assured  Payment" means, in relation to those Securities  specified by the
Custodian  under the Assured  Income  Payment  Service,  an amount  equal to the
interest,  dividends or periodic  income that is due to the Client in respect of
such Securities less any taxes, duties, levies, charges or any other withholding
payments payable in respect of such interest, dividends or periodic income.

     "Assured  Payment Date" means,  in relation to the payment of any interest,
dividend  or  periodic  income of any  particular  Securities  specified  by the
Custodian  under the  Assured  Income  Payment  Service,  the date on which such
interest,  dividend  or periodic  income is normally  payable in respect of such
Securities  or such other date as may be notified by the Custodian to the Client
from time to time.

     "Authorized  Person"  means (i) any person who has been  authorized  by the
Client (including, for avoidance of doubt, any officer or employee of such agent
or person),  by notice in writing to the Custodian,  to act on its behalf in the
performance  of any act,  discretion or duty under this  Agreement,  or (ii) any
other person  holding a duly executed power of attorney from the Client which is
in a form acceptable to the Custodian.

     "Branch" means any branch or office of Citibank, N.A.

     "Citicorp  Organization"  means  Citicorp and any company of which Citicorp
is, now or hereafter,  directly or indirectly a  shareholder  or owner.  For the
purposes of this Agreement,  each Branch shall be deemed to be a separate member
of the Citicorp Organization.

     "Clearance  System"  means  The  Federal  Reserve  Bank  of New  York,  The
Depository  Trust Company,  Participants  Trust Company,  Cedel Bank,  S.A., the
Euroclear  System  operated by Morgan  Guaranty  Trust Company of New York,  the
CREST system  operated by CREST CO.  Limited,  the Central Money Markets Office,
the Central Gilts Office and such other clearing  agency,  settlement  system or
depository  as may from  time to time be used in  connection  with  transactions
relating to Securities,  and any nominee, clearing agency, or depository for any
of the foregoing.

     "Custody  Account" means the custody account or accounts in the name of the
Client and/or such other name as the Client may  reasonably  designate,  for the
deposit of any  Property  (other  than cash) from time to time  received  by the
Custodian for the account of the Client.

     "Custody Cash Account"  means the cash account or accounts,  which,  at the
discretion of the Client,  may be either a subaccount(s)  of the Custody Account
or a demand deposit account(s), in the name of the Client and/or such other name
as the Client may reasonably designate,  for the deposit of cash in any currency
received  by the  Custodian  from time to time for the  account  of the  Client,
whether by way of deposit or arising out of or in  connection  with any Property
in the Custody Account.

     "Deposit"   includes,   with  respect  to  any  Securities  not  physically
maintained in the possession of the Custodian (e.g.  with a Clearance  System or
Subcustodian), the crediting of such Securities to the Custody Account.

     "Fee  Agreement"  means the agreement  between the Custodian and the Client
setting  forth the  fees,  costs and  expenses  to be paid by the  Client to the
Custodian in connection with the custodial  services  provided  pursuant to this
Agreement,  as such fee agreement may be amended at the  Custodian's  reasonable
discretion from time to time by prior written agreement of the Custodian and the
Client.

     "Hold" includes,  with respect to any Securities not physically  maintained
in  the  possession  of  the  Custodian  (e.g.   with  a  Clearance   System  or
Subcustodian), maintaining the credit of such Securities to the Custody Account.

     "Instructions"  means any and all  instructions  received by the  Custodian
from,  or  reasonably  believed by the  Custodian in good faith to be from,  any
Authorized Person, including any instructions communicated through any manual or
electronic  medium or system agreed  between the Client and the Custodian and on
such terms and conditions as the Custodian and the Client may agree from time to
time.

     "person" means any person, firm, company, corporation, government, state or
agency of a state,  or any  association  or  partnership  (whether or not having
separate legal personality) of two or more of the foregoing.

     "Property"  means,  as  the  context  requires,  all  or  any  part  of any
Securities,  cash,  or any other  property from time to time held for the Client
under the terms of this Agreement.

     "Rules"  means any  statutes,  rules and  regulations  (whether  of a local
regulatory  authority,  stock exchange or other entity) in any jurisdiction with
which the Custodian may from time to time be required to comply in the provision
of its services hereunder.

     "Securities" means bonds, debentures,  notes, stocks, shares, securities or
other financial assets including,  but not limited to instruments commonly known
as derivatives,  acceptable to the Custodian and all moneys,  rights or property
which may at any time accrue or be offered (whether by way of bonus, redemption,
preference,  option or  otherwise)  in respect of any of the  foregoing  and any
certificates,  receipts, warrants or other instruments (whether in registered or
unregistered form) representing rights to receive, purchase or subscribe for any
of the  foregoing or evidencing  or  representing  any other rights or interests
therein (including,  without  limitation,  any of the foregoing not constituted,
evidenced or  represented  by a certificate or other document but by an entry in
the books or other permanent records of the issuer, a trustee or other fiduciary
thereof, a Clearance System or other person).

     "Service  Standards" means any written service standards  governing the day
to day operations of the custodial  services which may be provided to the Client
pursuant to this Agreement subject to such  modifications as may be agreed to by
the Custodian and the Client.

     "Subcustodian"  means  a  subcustodian  (other  than  a  Clearance  System)
appointed by the Custodian for the safe-keeping,  administration,  clearance and
settlement of Securities.

     "Taxes" means all taxes, levies, imposts, charges, assessments, deductions,
withholdings and related liabilities,  including additions to tax, penalties and
interest  imposed on or in respect of the Property,  the  transactions  effected
under this Agreement or the Client;  PROVIDED THAT Taxes does not include income
or franchise  taxes imposed on or measured by the net income of the Custodian or
its agents.

     "1940 Act" means the United States Investment Company Act of 1940.

2.       APPOINTMENT OF CUSTODIAN

     (A) The Client  hereby  appoints the  Custodian to act as its  custodian in
accordance  with the terms hereof and  authorizes  the Custodian to establish on
its books, on the terms of this Agreement, the Custody Account, to be designated
to show that the  Securities  belong to the Client and are  segregated  from the
Custodian's assets and the Custody Cash Account.

     (B) Subject to the express terms of this Agreement,  the Client understands
and agrees that the obligations  and duties  hereunder of the Custodian shall be
performed  only  by the  Custodian  or  its  agents,  and  shall  not be  deemed
obligations  or duties of any other member of the Citicorp  Organization  unless
appointed by the Custodian,  as contemplated  hereby. The Client agrees that the
Custodian may register or record legal title to any  Securities in the name of a
nominee company or a Subcustodian in the Citicorp Organization and may appoint a
member of the Citicorp Organization to be a Subcustodian; provided, however, the
Custodian's  books and records shall reflect that such  securities  are held for
the benefit of the Client.

     (C) The Client agrees to take any such action which may be necessary and to
execute  further  documents and provide such materials and information as may be
reasonably  requested by the  Custodian  to enable the  Custodian to perform the
duties and obligations  under this  Agreement,  including  participation  in any
relevant  Clearance System,  and will notify the Custodian as soon as it becomes
aware of any inaccuracy in such materials or information.

     (D) All custody  services by the Custodian  hereunder  shall be provided in
accordance with the Service Standards,  a copy of which the Custodian may supply
to the Client from time to time.  In the event of any conflict  between any term
of  this  Global  Custodial  Services  Agreement  and any  term  of the  Service
Standards, the Global Custodial Services Agreement shall prevail with respect to
such term.

     (E) The  Client  agrees to comply  with any  relevant  security  procedures
relating to the provision of custody  services under this Agreement which may be
imposed on the Client by any relevant Clearance System, any relevant  securities
market, or as may be agreed to between the Client and the Custodian from time to
time, as the case may be.

3.       PROPERTY ACCEPTED

     (A)  Subject to Section  3(C)  below,  the  Custodian  agrees to accept for
custody in the Custody Account any Securities which are capable of deposit under
the terms of this Agreement.

     (B)  Subject to Section  3(C)  below,  the  Custodian  agrees to accept for
deposit in the Custody Cash  Account,  cash in any  currency  (which  shall,  if
necessary,  be credited by the Custodian to different accounts in the currencies
concerned), such cash to be owed to the Client by the Custodian as banker.

     (C) The Custodian  may in its  reasonable  discretion  refuse to accept (in
whole or in part) any  proposed  deposit  in either the  Custody  Account or the
Custody Cash Account if the Custodian reasonably believes that the acceptance of
such deposit  would  violate any law,  rule,  regulation,  practice or policy to
which the  Custodian is subject.  The  Custodian  shall  immediately  notify the
Client of any such refusal and shall,  to the extent  possible  without any such
violation, establish lawful custody thereof subject to Client's approval.

4.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

     (A) The Client hereby represents,  warrants and undertakes to the Custodian
that:

     (i) it is  duly  organized  and  validly  existing  under  the  laws of the
jurisdiction of its organization;

     (ii) during the term of this  Agreement  it (and any person on whose behalf
it may act as agent or  otherwise  in a  representative  capacity)  has and will
continue to have, or will take all action necessary to obtain, full capacity and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated  herein,  and has taken  and will  continue  to take all  action to
authorize the execution,  delivery and performance of obligations of the Client,
and the validity and  enforceability  of such  obligations and the rights of the
Custodian, under this Agreement;

     (iii) except as provided in Clause 16 of this  Agreement or resulting  from
acts of the Custodian,  the Client shall,  at all times be entitled or otherwise
authorized  to deal  with,  and  dispose  of,  all or any part of the  Property,
whether  through a  relevant  Clearance  System  or  otherwise,  except  for any
necessary  government  consents in any  applicable  jurisdiction;  (which Client
shall use commercially reasonable efforts to obtain).

     (iv)  Subject to paragraph  14(N),  it will assert its interest in Property
held by the  Custodian in any  Clearance  System only in such a way as could not
prevent a transfer of title to a unit of such  Property by the  Custodian (or by
any other  person)  where such  transfer is required  by the  Clearance  System;
provided  that  nothing  further  shall limit the  Client's  rights  pursuant to
Section 15 hereof.

     (v) this Agreement is legal, valid and binding on the Client;

     (vi) on or  prior  to the  execution  of this  Agreement,  the  Client  has
provided  to the  Custodian  certified  true  copies  of  evidence  of  the  due
authorization for the execution, delivery and performance of this Agreement;

     (vii)  except as  provided  in Clause 16 of this  Agreement,  all  Property
deposited  with the  Custodian  shall,  at all times,  be free from all charges,
mortgages, pledges or other such encumbrances,  other than arising in connection
with settlement, or to the extent resulting from the acts of the Custodian.

     The Client  agrees to inform the  Custodian  promptly if any  statement set
forth in this  Section  4(A)  ceases to be true and correct as of any date after
the date hereof.

     (B) The Custodian hereby represents,  warrants and undertakes to the Client
that:

     (i) it is  duly  organized  and  validly  existing  under  the  laws of the
jurisdiction of its organization;

     (ii) during the term of this Agreement it has and will continue to have, or
will take all action  necessary to obtain,  full capacity and authority to enter
into this Agreement and to carry out the transactions  contemplated  herein, and
has taken and will continue to take all action (including,  without  limitation,
the  obtaining  of  all  necessary   governmental  consents  in  any  applicable
jurisdiction)  to  authorize  the  execution,  delivery and  performance  of the
obligations  of the  Custodian,  and the  validity  and  enforceability  of such
obligations and the rights of Client under this Agreement; and

     (iii) this Agreement is legal, valid and binding on the Custodian.

     The  Custodian  agrees to inform the Client  promptly if any  statement set
forth in this  Section  4(B)  ceases to be true and correct as of any date after
the date hereof.

5.       INSTRUCTIONS

     (A) The Custodian may, in its absolute  discretion and without liability on
its part,  except for  negligence,  rely and act upon (and the  Client  shall be
bound by) any Instructions. Instructions shall continue in full force and effect
until  canceled  or  superseded;  PROVIDED  THAT any  Instruction  canceling  or
superseding a prior  Instruction must be received by the Custodian at a time and
in a manner that accords the Custodian a reasonable opportunity to act upon such
Instruction.  The  Custodian  shall  be  entitled  to rely  upon  the  continued
authority of any  Authorized  Person to give  Instructions  until the  Custodian
receives notice from the Client to the contrary.

     (B)  Instructions  shall be  governed  by and  carried  out  subject to the
prevailing laws, Rules, operating procedures and market practice of any relevant
stock exchange, Clearance System or market where or through which they are to be
executed  or carried  out,  and shall be acted upon only  during  banking  hours
(including  applicable  cut-off  times) and on banking days when the  applicable
financial markets are open for business.

     (C) Instructions delivered to the Custodian by telephone or facsimile shall
be  promptly  confirmed  in  writing,  by  tested  telex,  SWIFT,   letter,  the
Custodian's  proprietary electronic banking system or as provided in the Service
Standards,  such confirmation  shall,  where relevant,  be made by an Authorized
Person.  However,  the Custodian may, in its absolute  discretion,  rely and act
upon  telephone or facsimile  Instructions  before the written  confirmation  is
received.

     (D) The  Custodian  has  offered  the Client  security  procedures  for the
transmission of Instructions to the Custodian (and the Client  acknowledges that
it has received the same and agrees that the security procedures mutually agreed
to by the Client and the Custodian are commercially reasonable).  As long as the
Custodian acts in compliance  with such security  procedures and this Section 5,
it shall have no further  duty to verify the identity or authority of the person
giving or confirming, or the genuineness or contents of, any Instruction.

     (E) The Custodian is authorized to rely upon any  Instructions  received by
any means, provided that the Custodian and the Client have agreed upon the means
of transmission and the method of identification for such Instructions.

     (F) Instructions are to be given in the English language. The Custodian may
in its  reasonable  discretion  and without any liability on its part,  act upon
what  it   reasonably   believes  in  good  faith  such   Instructions   to  be;
notwithstanding  any other provision hereof, the Custodian shall have the right,
in its reasonable  discretion to refuse to execute any such Instruction that the
Custodian believes in good faith to be unauthorized or erroneous, in which event
the Custodian  shall notify the Client of such refusal and the reasons  therefor
without undue delay.

     (G) The Client agrees to be bound by any Instructions  reasonably  believed
by the  Custodian  to be  genuine,  whether  or  not  authorized,  given  to the
Custodian in the Client's name and accepted by the Custodian without  negligence
in accordance with the provisions of this Section 5.

6.       PERFORMANCE BY THE CUSTODIAN

     (A) Custodial duties not requiring further Instructions.  In the absence of
contrary  Instructions,  the Custodian is authorized by the Client to, and where
applicable,  the Custodian  shall promptly,  carry out the following  actions in
relation to the Property:

     (i) except as otherwise provided in this Agreement, separately identify the
Property  on its  records  as  being  held for the  account  of the  Client  and
segregate all Property  held on behalf of the Client by the  Custodian  from the
assets of the Custodian;

     (ii) sign any affidavits,  certificates of ownership or other  certificates
relating  to the  Property  which  may be  required  by  any  tax or  regulatory
authority or under the laws of any relevant  jurisdiction,  whether governmental
or otherwise,  and whether  relating to ownership,  or income,  capital gains or
other tax, duty or levy (and the Client  further agrees to ratify and to confirm
or to do, or to procure the doing of, such things as may  lawfully be  necessary
or  appropriate  to complete  or evidence  the  Custodian's  actions  under this
Section 6(A)(ii) or otherwise under the terms of this Agreement);

     (iii)  collect and  receive,  for the  account of the  Client,  all income,
payments and  distributions  in respect of the Property,  and credit the same to
the Custody Cash Account;

     (iv) take any action which is necessary and proper in  connection  with the
receipt of income,  payments  and  distributions  as are  referred to in Section
6(A)(iii) above, including,  without limitation, the presentation of coupons and
other interest items;

     (v)  collect,  receive  and hold for the  account of the Client any capital
arising  out of or in  connection  with the  Property  whether as a result of it
being  called or redeemed or otherwise  becoming  payable and credit the same to
the Custody Cash Account;

     (vi) take any action which is necessary and proper in  connection  with the
receipt of any capital as is referred to in Section  6(A)(v)  above,  including,
without  limitation,  the presentation for payment of any Property which becomes
payable  as a result  of its being  called or  redeemed  or  otherwise  becoming
payable  and  the  endorsement  for  collection  of  checks,  drafts  and  other
negotiable instruments;

     (vii) take any action which is necessary and proper to enable the Custodian
to  provide  services  to the Client  within,  and to observe  and  perform  its
obligations in respect of, any relevant Clearance System;

     (viii)  collect,  receive  and  hold  for the  account  of the  Client  all
Securities  received by the  Custodian  as a result of a stock  dividend,  share
sub-division or reorganization, capitalization of reserves or otherwise;

     (ix) take any action which is necessary and proper in  connection  with the
receipt of Securities referred to in Section 6(A)(viii) above;

     (x) exchange interim or temporary receipts for definitive certificates, and
old or overstamped  certificates  for new  certificates and hold such definitive
and/or new certificates in the Custody Account;

     (xi) make cash  disbursements  for any  expenses  incurred in handling  the
Property and for similar items in connection with the  Custodian's  duties under
this Agreement in accordance  with the Fee Agreement,  and debit the same to the
Client Cash Account or any other account of the Client with the Custodian;

     (xii) deliver to the Client  transaction  advices and/or regular statements
of account  showing the Property held at such intervals as may be agreed between
the parties hereto but subject always to applicable Rules; and

     (xiii)  monitor on a continuing  basis the custody  risks  associated  with
maintaining assets with any Eligible  Securities  Depository (as defined in Rule
17f-7  under the 1940 Act)  with  which the  Client  maintains  or  proposes  to
maintain assets  pursuant to this  Agreement,  and promptly notify the Client of
any  material  change in such risks  (Custodian  having  delivered  to Client an
analysis of the custody risks associated with maintaining  assets with each such
Eligible Securities Depository);

     The Custodian agrees to exercise reasonable care, prudence and diligence in
performing the duties set forth in Section 6(c)(xii) above

     (B) Custodial duties requiring Instructions. The Custodian is authorized by
the  Client  to,  and  where  applicable,  the  Custodian  shall,  carry out the
following  actions  in  relation  to the  Property  only upon  receipt of and in
accordance with specific Instructions:

     (i) make  payment  for and  receive  Property,  or  deliver  or  dispose of
Property;

     (ii) (subject to Section  7(C)) deal with  subscription,  rights,  bonus or
scrip issues, conversions,  options, warrants and other similar interests or any
other discretionary right in connection with the Property; and

     (iii)  subject to the agreement of the  Custodian,  to carry out any action
other than those mentioned in Section 6(A) above.

7.       REGISTRATION AND OTHER ACTION

     (A) The Client  understands and agrees that,  except as may be specified in
the Service Standards,  Property shall be registered as the Custodian may direct
either  in the name of the  Custodian,  Subcustodian  or  Clearance  System,  or
nominee of any of them, in the jurisdiction where the Property is required to be
registered or otherwise  held;  provided,  however that the books and records of
the Custodian shall reflect that such securities are held for the benefit of the
Client.  Where  feasible,  the Custodian will arrange on written  request by the
Client for the registration of Property with the issuer or its agent in the name
of the Client or its nominee. The Client understands and agrees,  however,  that
the  Custodian   shall  have   discretion  to  determine   whether  such  direct
registration is feasible.

     (B) The Custodian shall, to the extent reasonably  possible,  notify,  make
available or deliver to the Client,  in a timely manner,  all official  notices,
circulars,  reports and announcements that are received by the Custodian in such
capacity  concerning  the  Securities  held on the Client's  behalf that require
discretionary action.

     (C) The Custodian  shall  provide  proxy  services to the Client only where
there is a  separate  agreement  in  relation  to  proxy  services  between  the
Custodian and the Client.

     (D) Upon receipt of each  transaction  advice and/or  statement of account,
the Client  shall  examine the same and notify the  Custodian  within sixty (60)
days of the date of any such  advice or  statement  of any  discrepancy  between
Instructions  given and the  situation  shown in the  transaction  advice and/or
statement, and/or of any other errors therein. In the event that the Client does
not inform the Custodian in writing of any exceptions or objections within sixty
(60) days after the date of such transaction advice and/or statement, the Client
shall be deemed to have approved such transaction advice and/or statement.

8.       CUSTODY CASH ACCOUNT PAYMENTS

     (A) Except as otherwise provided herein, the Custodian shall make, or cause
its agents to make, payments of cash credited to the Custody Cash Account:

     (i) in connection  with the purchase of Property  (other than cash) for the
account of the Client in accordance with Instructions;

     (ii) in payment for the account of the Client of (A) all Taxes, fees, costs
and  expenses  reasonably  incurred by the  Custodian  or its agents under or in
connection with the terms of this Agreement;  provided however, no such payments
shall be made for any unusual or non-routine  claims or liabilities unless prior
notice is given and the Client  consent is obtained  and (B) all amounts owed to
the Custodian pursuant to the Fee Agreement;

     (iii) for payments to be made in connection with the  conversion,  exchange
or surrender of Property held in the Custody Account;

     (iv) pursuant to assured  payment  obligations  incurred in the capacity of
settlement bank on behalf of the Client within a relevant Clearance System;

     (v)  for  other  purposes  as  may  be  specified  by  the  Client  in  its
Instructions; or

     (vi) upon the termination of this Agreement on the terms hereof;

     PROVIDED THAT,  unless  otherwise  agreed,  the payments  referred to above
shall not exceed the funds  available  in the Custody  Cash Account at any time.
The Client shall promptly reimburse the Custodian for any advance of cash or any
such taxes, charges, expenses,  assessments,  claims or liabilities upon request
for payment.  Notwithstanding  the foregoing,  nothing in this  Agreement  shall
obligate the  Custodian  to extend  credit,  grant  financial  accommodation  or
otherwise advance moneys to the Client or assume financial risk on behalf of the
Client for the purpose of meeting any such  payments or  otherwise  carrying out
any Instructions.

     (B)  Unless  otherwise  provided  herein,  the  proceeds  from  the sale or
exchange of Property  will be credited to the Custody  Cash  Account on the date
the proceeds are actually received by the Custodian.

9.       ASSURED INCOME PAYMENT SERVICE

     The Custodian may, at its absolute discretion,  offer the Client an Assured
Income Payment Service in respect of specific Securities,  as may be notified by
the  Custodian  to the  Client  from  time to  time.  In  relation  to any  such
Securities,  the Custodian  may, at its absolute  discretion,  cause the Custody
Cash Account to be credited with an Assured  Payment on the Assured Payment Date
relevant  thereto;  PROVIDED THAT the Custodian shall be entitled to reverse any
credit  (in whole or in part) made in  respect  of that  Assured  Payment if the
Custodian fails to receive the full amount corresponding to such Assured Payment
within a  reasonable  time,  as  determined  by the  Custodian  in its  absolute
discretion,  after the relevant Assured Payment Date, for any reason  whatsoever
other than as a result of the negligence or willful default of the Custodian.

     The Assured  Income  Payment  Service shall be provided by the Custodian in
accordance with the Assured Income Payment Standards.

10.      WITHDRAWAL AND DELIVERY

     Subject to the terms of this  Agreement,  the Client may at any time demand
withdrawal of all or any part of the Property in the Custody  Account and/or the
Custody Cash Account.  Delivery of any Property will be made without undue delay
at the expense of the Client at such  location as the parties  hereto may agree;
PROVIDED  THAT if the Custodian  has effected any  transaction  on behalf of the
Client the settlement of which is likely to occur after a withdrawal pursuant to
this Section 10, then the Custodian shall be entitled in its absolute discretion
to close out or complete such  transaction and to retain  sufficient  funds from
the Property for that purpose.

11.      ACCESS AND RECORDS

     (A) Access to the Custodian's Records. Except as otherwise provided in this
Agreement,  during the  Custodian's  regular  business hours and upon receipt of
reasonable  notice from the Client,  any officer or employee of the Client,  any
independent  public  accountant(s)   selected  by  the  Client  and  any  person
designated by any regulatory authority having jurisdiction over the Client shall
be  entitled  to  examine  on the  Custodian's  premises  Property  held  by the
Custodian and the Custodian's records regarding Property deposited with entities
authorized to hold Property in accordance with Section 12 hereof,  but only upon
the Client's furnishing the Custodian with Instructions to that effect; PROVIDED
THAT such  examination  shall be consistent with the Custodian's  obligations of
confidentiality to other parties.

     (B) Access to Third Party  Records.  The Custodian  shall also,  subject to
restrictions  under  applicable  laws and  regulations,  use its best efforts to
obtain  from  any  entity  with  which  the  Custodian  maintains  the  physical
possession or book-entry record of any of the Property in the Custody Account or
the Custody  Cash  Account  such records as may be required by the Client or its
agents.

12.      USE OF AGENTS

     (A) The Custodian is authorized  subject to any relevant  Rules, to appoint
agents  (each an  "agent",  which term  includes,  without  limitation,  service
providers and Subcustodians,  but not Clearance Systems, and which agents may be
a  member  or  members  of the  Citicorp  Organization)  and to  participate  in
Clearance Systems, whether in its own name or that of the Client, and whether by
participation  as a member,  sponsor or  settlement  bank  within the  Clearance
System, to perform any of the duties of the Custodian under this Agreement.  The
Custodian  may  delegate  to any  such  agent  or  Clearance  System  any of its
functions under this Agreement, including, without limitation, the collection of
any payment or payments,  whether of an income or a capital  nature,  due on the
Property.

     (B) In the  selection  and use of such  agents  and  participation  in such
Clearance Systems, the Custodian shall comply with any relevant Rules, and shall
be  responsible  only for the  negligence  in the  selection  of such agents and
Clearance Systems and shall use reasonable care,  prudence and diligence in such
selection  and  use,  but  shall  otherwise  have  no  responsibility   for  the
performance by such agents or Clearance System of any of the duties delegated to
them under this Agreement; notwithstanding the foregoing, the Custodian shall be
responsible  for the negligence,  fraud or willful  default of any  Subcustodian
that is a Branch or subsidiary of Citibank,  N.A., or any  Subcustodian or agent
appointed  to  safekeep  property in the United  States  (other than a Clearance
System)  including without  limitation,  the failure of any such Subcustodian to
exercise  reasonable  care,  prudence and  diligence in the  performance  of the
service  for  which  it  was  appointed,  and  shall  have  the  same  level  of
responsibility to the Client for any nominee company controlled by the Custodian
or by any of the  Custodian's  affiliated  companies  as the  Custodian  has for
itself,  and shall take all action  necessary  on behalf of the Client to obtain
recoveries claimed by Client.

     (C) Subject to any  relevant  Rules and  regulations,  the  Property may be
deposited with any  Subcustodian  deemed  appropriate by the Custodian or in any
Clearance System deemed  appropriate by the Custodian or a Subcustodian,  as the
case may be;  provided  that  Property  shall not be held  outside of the United
States unless (i) the Client has  identified  that it is an investment for which
the primary market is outside the United States or cash and cash equivalents and
(ii) deposited in an Eligible Foreign Custodian approved by the Custodian as the
Client's Foreign Custody Manager pursuant to Rule 17f-5 under the 1940 Act or an
Eligible  Securities  Depository  (as defined in Rule 17f-7 under the 1940 Act).
Property held in any Clearance System shall be subject to the rules or operating
procedures of such Clearance  System,  including rules regarding  supervision or
termination of membership of such Clearance System, and such further information
provided by the Custodian to the Client, or  acknowledgments or agreements which
may be required  from the Client,  for the  purposes  of this  Section  12(C) in
connection with use of a Clearance  System from time to time. The Custodian will
direct each  Subcustodian  and Clearance  System to  separately  identify on its
books  Securities  held by it pursuant to this  Agreement  as being held for the
account  of  the   Custodian's   customers.   The  Custodian  will  direct  each
Subcustodian  and Clearance System to segregate any such Securities held by such
entity from the assets of the  Custodian and such entity.  The  Custodian  shall
take all reasonable  steps to insure that  Securities are separately  identified
and segregated.

     The Client is hereby  advised that,  where the  Custodian  arranges for any
Property  to be held  overseas,  there may be  different  settlement,  legal and
regulatory  requirements  in overseas  jurisdictions  from those applying in the
United States, together with different practices for the separate identification
of the Client's Property.

13.      CITICORP ORGANIZATION INVOLVEMENT

     (A) To the extent permitted by applicable law, the Client hereby authorizes
the Custodian  without the need for the  Custodian to obtain the Client's  prior
consent:

     (i) when acting on  Instructions  to purchase and/or sell Property from, to
or through  itself or any other  member of the  Citicorp  Organization  and from
and/or  to any  other  customer  of the  Custodian  or any  other  member of the
Citicorp Organization; and

     (ii) to obtain and keep, without being liable to account to the Client, any
commission  payable  by any  third  party or any other  member  of the  Citicorp
Organization  in connection  with dealings  arising out of or in connection with
the Custody Account and/or the Custody Cash Account, but not to exceed usual and
customary commissions.

     (B)  The  Client  agrees  and  understands   that  if  in  accordance  with
Instructions,  an investment is made in any property, held, issued or managed by
any  member  of the  Citicorp  Organization,  then such  member of the  Citicorp
Organization  may retain a usual and  customary  profit  arising  therefrom  (in
addition to the charges,  commissions  and fees payable by the Client under this
Agreement) without being liable to account to the Client for such profit.

     (C) The Client  agrees and  understands  that (i) the  Custodian  and other
members  of the  Citicorp  Organization  may  have  banking  or  other  business
relationships  with  issuers  of  Securities  held  in the  Custody  Account  or
Securities  purchased and sold for the Custody  Account,  and (ii) the Custodian
shall not have any obligations to the Client as a result of such relationships.

14.      SCOPE OF RESPONSIBILITY

     (A) Subject to the terms  hereof,  the Custodian  shall use all  reasonable
care in the performance of its duties under this Agreement and will exercise the
due care of a  professional  custodian  for hire with respect to the Property in
its possession or control. The Custodian will not be responsible for any loss or
damage  suffered  by the  Client as a result of the  Custodian  performing  such
duties  unless  the loss or  damage  results  from the  Custodian's  negligence,
willful  misconduct or fraud or the negligence,  willful  misconduct or fraud of
its nominees or any branch or subsidiary (or  subcustodian or agent appointed to
safekeep Property in the United States,  other than a Clearance System);  in the
event of such negligence or willful misconduct the liability of the Custodian in
connection with the loss or damage will not exceed (i) the lesser of the current
replacement  cost of any  Securities  or the market value of the  Securities  to
which such loss or damage relates at the time the Client  reasonably should have
been aware of such  negligence  or willful  misconduct,  plus (ii)  compensatory
interest  up to that time at the rate  applicable  to the base  currency  of the
Custody Cash Account. Under no circumstances will the Custodian be liable to the
Client for consequential  loss or damage,  even if advised of the possibility of
such loss or damage.

     (B) The  Custodian is not obliged to maintain any insurance on the Property
held under the terms of this Agreement.

     (C) In the event that any law, regulation, decree, order or government act,
custom,  procedure or practice to which the Custodian,  or any  Subcustodian  or
Clearance  System is subject,  or to which the Property is subject,  prevents or
limits the  performance of the duties and  obligations of the Custodian,  or any
Subcustodian or Clearance System then, upon notice thereof to the Client only to
the  extent so  limited,  until  such  time as the  Custodian,  Subcustodian  or
Clearance System is again able to perform such duties and obligations hereunder,
such duties and obligations of the Custodian,  Subcustodian or Clearance  System
shall be  suspended.  For purpose of this Section 14 (C)  customs,  practices or
procedures means such matters  affecting  settlement of securities  transactions
and the  safekeeping  of assets as the  Custodian as a foreign  custody  manager
would be required to consider in determining that assets maintained in a custody
arrangement in a country provide reasonable care and any change in such as would
require the foreign custody manager to advise the Client.

     (D) Neither the Custodian nor any member of the Citicorp Organization shall
be  responsible  for any  loss or  damage,  or  failure  to  comply  or delay in
complying  with any duty or  obligation,  under or  pursuant  to this  Agreement
arising  as a direct or  indirect  result of any  reason,  cause or  contingency
beyond its reasonable control, including (without limitation) natural disasters,
nationalization,  currency  restrictions,  act of war, act of terrorism,  act of
God, postal or other strikes or industrial actions,  or the failure,  suspension
or disruption of any relevant stock exchange, Clearance System or market.

     (E) The  Custodian  does not  warrant  or  guarantee  the  authenticity  or
validity of any Security or other  Property  received by the  Custodian,  or any
other entity authorized to hold Property under this Agreement.  If the Custodian
becomes aware of any defect in title or forgery of any  Property,  the Custodian
shall promptly notify the Client.

     (F) The Client  shall be  responsible  for all  filings,  tax  returns  and
reports on any transactions undertaken pursuant to this Agreement, or in respect
of the Property or  collections  relating to the Property as may be requested by
any relevant authority,  whether governmental or otherwise,  and for the payment
of all unpaid calls,  Taxes (including  without limitation any value added tax),
imposts,  levies or duties due on or with respect to any principal,  interest or
other  collections,  or any other  liability  or  payment  arising  out of or in
connection  with the  Property,  and in so far as the  Custodian  is  under  any
obligation  (whether of a  governmental  nature or otherwise) to pay the same on
behalf of the  Client  it may do so out of any  Property  held by the  Custodian
pursuant to the terms of this Agreement.

     (G) The  Custodian  is not acting  under this  Agreement  as an  investment
manager,  nor as an  investment,  legal or tax  adviser  to the  Client  and the
Custodian's duty is solely to act as a custodian in accordance with the terms of
this Agreement.

     (H) Nothing  herein shall  obligate the Custodian to perform any obligation
or to allow,  take or omit  taking any action  which  will  breach any  relevant
Rules,  or any law,  rule,  regulation  or practice of any relevant  government,
stock exchange, Clearance System, self-regulatory organization or market.

     (I) The Custodian  may at any time suspend or terminate  its  participation
and holding of assets in a Clearance System,  and will give reasonable notice to
the Client of any such action.  In such case,  or in the event of  suspension as
contemplated in Section 14(C) above,  the Custodian may arrange for the relevant
Securities to be held in certificate form.

     (J) The  Custodian  shall  not be  responsible  for the acts or  omissions,
default or insolvency  of any broker,  counterparty,  issuer of  Securities  or,
except as provided in Section 12(B),  Subcustodian,  agent or Clearance  System,
provided however that the Custodian shall take all reasonable efforts to recover
amounts due from any such broker, counterparty or issuer.

     (K) The Custodian  shall not be  responsible  for the accuracy,  content or
translation  of any notice,  circular,  report,  announcement  or other material
forwarded to the Client.

     (L) The Custodian shall only have such duties and  responsibilities  as are
specifically  set forth or  referred  to in this  Agreement,  and no covenant or
obligation shall be implied in this Agreement against the Custodian.

     (M) The  Custodian  agrees  to  cooperate  with the  Client  to the  extent
reasonably  possible  to insure  the  Custodian's  actions  and the  holding  of
Property  hereunder are consistent with Rule 17f-4 and Rule 17f-5 under the 1940
Act  and  17f-7  under  the  1940  Act;  provided  however,  in  performing  its
obligations  with respect to this Section 14(M),  and Section  6(A)(xii) of this
Agreement,  the  Custodian  may obtain  information  from sources the  Custodian
believes to be reliable,  but the Custodian does not warrant the completeness or
accuracy of any such  information.  Notwithstanding  that the  Custodian  is not
obligated hereunder to make any determination regarding whether Property held by
the Custodian in any Eligible  Securities  Depository,  as defined in Rule 17f-7
under the 1940 Act,  will be subject to  reasonable  care pursuant to Rule 17f-5
under the 1940 Act, the Custodian  will provide an analysis of the custody risks
associated with maintaining assets with such Eligible Securities  Depository and
will  monitor such risks on an ongoing  basis and promptly  notify the Client of
any  material  change  in  these  risks.  In  performing  its   responsibilities
hereunder, the Custodian shall exercise reasonable care, prudence and diligence.

     (N)  The  Custodian  agrees  that  it will at all  times  be  bound  by the
Instructions and entitlement orders from the Client and shall not permit,  honor
or act upon any prior,  equal or  contemporaneous  Claim to or  instructions  or
orders of any kind with  respect to  Property by or from any other  Person,  and
shall keep all Property  deposited with the Custodian at all times free from all
security  interests,   charges,  claims,  mortgages,  pledges  or  other  liens,
restrictions  or  encumbrances  other than  those  arising  in  connection  with
settlement  of  transactions  pursuant to this  Agreement  and other charges and
payments to Custodian as permitted by this Agreement.

15.      LITIGATION; INDEMNITY

     (A) The  Custodian  or any of its  agents,  as the  case  may be,  may (but
without  being  under any duty or  obligation  to)  institute  or  defend  legal
proceedings,  or take any other action arising out of or in connection  with the
Property and the Client shall indemnify the Custodian or agent against any costs
and expenses,  including without  limitation any reasonable  attorneys' fees and
disbursements,  arising from such proceedings or other action and make available
to the  Custodian  such  security  in respect of such costs and  expenses as the
Custodian or agent in its absolute discretion deems necessary or appropriate.

     (B) In  the  event  the  Custodian  does  not  institute  or  defend  legal
proceedings,  or take any other action arising out of or in connection  with the
Property,  the Custodian  hereby agrees that the Client shall,  to the extent of
any loss of the Client's interest in the Property and to the extent permitted by
applicable  law and not  prohibited  by contract,  be  subrogated  to all of the
rights of recovery of the Custodian  therefor  against any third party person or
entity; PROVIDED THAT nothing herein shall be interpreted as granting the Client
any rights to bring any direct action under any insurance policy issued in favor
of the  Custodian  or as  limiting  the  Custodian's  right to bring any  action
against  any  such  third  party  for any  damages  suffered  by the  Custodian.
Notwithstanding  any other provision  hereof, in no event shall the Custodian be
obliged  to bring suit in its own name or be obliged to allow suit to be brought
in its name  except to the  extent  necessary  to be  entitled  to seek  relief.
Notwithstanding  anything herein to the contrary, in the event applicable law or
contract  prohibit   subrogation,   the  Custodian  shall  institute  or  defend
litigation  at the request and cost of the Client.  Subject to the terms of this
Section 15(B) and to the extent  permitted by law, the  Custodian  shall execute
and  deliver any and all such  instruments  and  documents  which the Client may
reasonably  request  and take such other  actions  as  reasonably  necessary  or
appropriate  to assist the Client in the exercise of such rights of recovery and
to enable the Client to recover  against any and all such third party persons or
entities.   The  Client  shall   reimburse  the  Custodian  for  any  reasonable
out-of-pocket costs incurred in connection with the actions contemplated by this
Section 15(B).

     (C) The Client agrees to indemnify the Custodian and to defend and hold the
Custodian harmless against all losses, liabilities,  claims, expenses and Taxes,
including any reasonable  legal fees and  disbursements,  (each referred to as a
"LOSS") arising directly or indirectly:

     (i) from the fact that the Property is registered in the name of or held by
the Custodian or any nominee or agent of the Custodian or any Clearance System;

     (ii) without  limiting the  generality  of Section  15(C)(i),  from any act
which the Custodian or any nominee or agent  performs or permits  (including the
provision of any overdraft or other financial  accommodation which arises on the
books of the Custodian, whether on an advised or unadvised basis) in relation to
the  Property  pursuant  to  and  in  accordance  with  this  Agreement  or  any
Instructions;

     (iii) from the  Custodian or any such  nominee,  agent or Clearance  System
carrying  out  any  Instructions  pursuant  to  the  terms  of  this  Agreement,
including,  without limitation,  Instructions  transmitted orally, by telephone,
telex,  facsimile  transmission  or any other means agreed by the Client and the
Custodian from time to time or otherwise;

     (iv) from any reclaim or refund of Taxes  effected by the  Custodian or any
agent for the Client; and

     PROVIDED  THAT the  Custodian  shall  not be  indemnified  against  or held
harmless from any liability arising out of the Custodian's negligence,  fraud or
willful default.

     (D) The  disclosure  by the  Client to the  Custodian  that the  Client has
entered into this  Agreement as the agent or  representative  of another  person
shall not  prevent  the  Custodian  from being  entitled  to treat the Client as
incurring all obligations as principal under this Agreement.

     (E) The  Custodian  shall  give  notice of any Loss in respect of which the
Client is obliged to provide  indemnification  pursuant to this Agreement.  Such
notice shall  describe the Loss in  reasonable  detail,  and shall  indicate the
amount  (estimated,  if necessary,  and to the extent feasible) of the Loss that
has been or may be suffered by Custodian.

16.      SET-OFF

     In  addition  to  any  other  remedies  available  to the  Custodian  under
applicable  law, the Custodian may, for cash settlement  purposes only,  without
prior  notice to the Client,  set off any payment  obligation  owed to it by the
Client against any payment obligation owed by it to the Client regardless of the
place of payment or currency of either  obligation  (and for such  purposes  may
make any currency conversion necessary).

17.      FEES AND EXPENSES

     Without  prejudice to any of its  liabilities  and  obligations  under this
Agreement, the Client agrees to pay to the Custodian from time to time such fees
and  commissions  for its services  pursuant to this  Agreement as determined in
accordance  with the terms of the Fee  Agreement,  together with any  applicable
taxes or levies, including,  without limitation,  all those items referred to in
Section  8(ii) hereof.  The Custodian is further  authorized to debit upon prior
notice  and  consent  of the  Client  (as well  after as before  the date of any
termination  pursuant  to Section 19 hereof)  any account of the Client with the
Custodian,  including,  without  limitation,  the Custody Cash Account,  for any
amount owing to the Custodian from time to time under this Agreement.

18.      TAX STATUS/WITHHOLDING TAXES

     (A) The Client will provide the Custodian  with  information  as to its tax
status as reasonably requested by the Custodian from time to time.

     (B) The  Client  may be  required  from time to time to file such  proof of
taxpayer  status or  residence,  to execute such  certificates  and to make such
representations and warranties, or to provide any other information or documents
in  respect  of the  Property,  as the  Custodian  or any of its agents may deem
necessary or proper to fulfill the  obligations  of the  Custodian or its agents
under  applicable law. The Client shall provide the Custodian or its agents,  as
appropriate,  in a timely  manner,  with copies,  or originals if necessary  and
appropriate,  of any such  proofs of  residence,  taxpayer  status or  identity,
beneficial  ownership of Property and any other  information or documents  which
the Custodian or its agents may reasonably request.

     (C) If any Taxes shall  become  payable  with respect to any payment due to
the Client,  such Taxes may be withheld  from such  payment in  accordance  with
applicable  law. The  Custodian  and any agents may withhold any  interest,  any
dividends  or  other  distributions  or  securities  receivable  in  respect  of
Securities,  proceeds from the sale or distribution of Securities  ("Payments"),
or with prior  notice to and  consent of Client may sell for the  account of the
Client any part  thereof or all of the  Securities,  and may apply such  Payment
and/or cash from the Custody Cash  Account in  satisfaction  of such Taxes,  the
Client  remaining  liable for any deficiency.  If any Taxes shall become payable
with respect to any payment made to the Client by the Custodian or its agents in
a prior year, the Custodian or its agents may withhold  Payments in satisfaction
of such prior year's Taxes.

     (D) In the event the Client requests that the Custodian  provide tax relief
services and the Custodian agrees to provide such services, the Custodian or any
of its agents,  shall apply for appropriate tax relief (either by way of reduced
tax rates at the time of an income  payment or  retrospective  tax  reclaims  in
certain markets as agreed from time to time);  PROVIDED THAT the Client provides
to the Custodian such  documentation  and  information as is necessary to secure
such tax relief.  Custodian shall advise Client of the necessary  documentation.
In no event  shall the  Custodian  or any of its agents be  responsible  for the
difference  between the  statutory  rate of  withholding  and the treaty rate of
withholding  if the  Custodian  or any of its  agents  are  unable to secure tax
relief.

19.      TERMINATION

     (A) Either of the parties hereto may terminate this Agreement by giving not
less than 60 days' prior written notice to the other party; PROVIDED THAT within
60 days of such notice, the Client shall provide the Custodian with Instructions
specifying  the person to whom the  Custodian  shall deliver the Property in the
Custody  Account  and  Custody  Cash  Accounts;  PROVIDED  FURTHER  THAT  if the
Custodian has effected any transaction on behalf of the Client the settlement of
which is  likely  to extend  beyond  the  expiration  of such  notice,  then the
Custodian shall be entitled in its absolute  discretion to close out or complete
such  transaction  and to retain  sufficient  funds from the  Property  for that
purpose. If within 60 days following  termination,  the Client fails to give the
Custodian Instructions specifying the person to whom the Custodian shall deliver
the Property in the Custody  Account and Custody  Cash  Account,  the  Custodian
shall deliver the Property to the Client at its address set out above.

     (B) The rights and  obligations  contained in Sections 15, 16, 17 and 18 of
this Agreement shall survive the termination of this Agreement.

20.      ASSIGNMENT

     This  Agreement  shall bind and enure for the benefit of the parties hereto
and their respective  successors and permitted assigns, and the Client shall not
assign,  transfer or charge all or any rights or benefits  hereunder without the
written  consent of the  Custodian.  The Custodian  may not assign,  transfer or
charge  all or any of its  rights or  benefits  hereunder  without  the  written
consent of the Client;  PROVIDED  HOWEVER that this Agreement may be assigned by
the  Custodian  to another  member of the  Citicorp  Organization  with equal or
greater  shareholders  equity with prior written notice to the Client,  and such
assignee  shall,  without  the  execution  or  filing of any  consents  or other
documents,  succeed to and be substituted  for the Custodian with like effect as
though such assignee had been originally named as the Custodian  hereunder.  Any
purported  assignment,  transfer or charge made in contravention of this Section
shall be null and void and of no effect whatsoever.

21.      INTENTIONALLY DELETED.

22.      DISCLOSURE

     (A) The Client agrees and understands  that the Custodian or its agents may
disclose  information  regarding  the Custody  Account  and/or the Custody  Cash
Account if required  to do so (i) to  establish  under the laws of any  relevant
jurisdiction the nominee (or similar) status of the Custodian or its agents with
respect to Property in the Custody  Account  and/or Custody Cash Account for the
purpose of  performing  or  discharging  its duties and  obligations  under this
Agreement,  (ii) to enable auditors to perform auditing services,  (iii) to make
the  required tax  certifications  in the  relevant  jurisdictions,  (iv) by any
applicable  law,  statute or regulation or court order or similar process in any
relevant  jurisdiction,  (v) by order of an  authority  having  power to require
disclosure  by the  Custodian  or its  agents  within the  jurisdiction  of such
authority, whether of a governmental nature or otherwise, or (vi) where required
by the operating rules of any relevant Clearance System.

     (B) The Client hereby authorizes (i) the collection, storage and processing
of any  information  relating to the Client by the  Custodian  and the Branches,
subsidiaries,  affiliates and agents of, or Clearance Systems used by, Citibank,
N.A.;  and (ii) the  transfer of any  information  relating to the Client to and
between  the  Branches,  subsidiaries,  affiliates  and agents of, or  Clearance
Systems  used by,  Citibank,  N.A.  and third  parties  selected by any of them,
wherever  situated,  for  confidential  use in connection  with the provision of
services  to  the  Client,  and  further  acknowledges  that  any  such  Branch,
subsidiary,  affiliate, agent, third party or Clearance System shall be entitled
to transfer any such information as required by any law, court, legal process or
as requested by any authority in accordance with which it is required to act, as
it shall reasonably  determine.  Custodian shall advise Client prior to any such
disclosure.

     (C) The  Client  agrees  that  the  terms of this  Agreement  shall be kept
strictly  confidential and no printed  materials or other matter in any language
(including   without   limitation,   prospectuses,   statements   of  additional
information, notices to shareholders,  annual reports and promotional materials)
which mention Citicorp,  Citibank,  N.A. or the Custodian's name, or the rights,
powers  or  duties of the  Custodian,  shall be  issued by the  Client or on the
Client's behalf unless Citibank, N.A. and/or the Custodian (as applicable) shall
first have given its specific  written consent  thereto;  PROVIDED THAT no prior
consent shall be required if the only  reference to the  Custodian's  name is in
identifying  the Custodian as one of the Client's  custodians and/ or describing
Custodian's responsibilities for Client per the terms of this Agreement.


23.      NOTICES

     All notices and  communications to be given by one party to the other under
this  Agreement  shall be in writing in the  English  language  and  (except for
notices,  reports and information from the Custodian,  and Instructions given by
electronic  means) shall be made either by telex or facsimile,  other electronic
means agreed to by the parties or by letter  addressed to the party concerned at
the  addresses  set out above (or at such other  addresses as may be notified in
writing  by either  party to the other  from time to time).  Any such  notice or
communication hereunder shall be effective upon actual receipt.

24.      GOVERNING LAW AND JURISDICTION

     (A) This  Agreement  shall be governed by and construed in accordance  with
the internal  laws (and not the laws of conflict) of the state of New York.  The
Client agrees for the benefit of the  Custodian  and,  without  prejudice to the
right of the  Custodian to take any  proceedings  in relation  hereto before any
other court of competent jurisdiction,  that the courts of the State of New York
shall have  jurisdiction  to hear and determine any suit,  action or proceeding,
and to settle any disputes,  which may arise out of or in  connection  with this
Agreement  and,  for such  purposes,  irrevocably  submits to the  non-exclusive
jurisdiction of such courts.

     (B) Each party hereto  waives any  objection it may have at any time to the
laying of venue of any actions or proceedings brought in a court of the State of
New York, waives any claim that such actions or proceedings have been brought in
an  inconvenient  forum and  further  waives the right to object that such court
does not have jurisdiction over such party.

     (C) The Client  irrevocably  waives,  to the fullest  extent  permitted  by
applicable law, with respect to itself and its revenues and assets (irrespective
of their use or intended  use),  all immunity on the grounds of  sovereignty  or
similar grounds from (i) suit, (ii)  jurisdiction of any court,  (iii) relief by
way of injunction,  order for specific  performance or for recovery of property,
(iv)  attachment  of its  assets  (whether  before or after  judgment),  and (v)
execution or  enforcement  of any judgment to which it or its revenues or assets
might  otherwise be entitled in any actions or proceedings  in such courts,  and
irrevocably  agrees,  to the fullest extent permitted by applicable law, that it
will not claim such immunity in any such actions or proceedings.

     (D) The Client  hereby  understands  and agrees  that the  opening  of, the
holding  of all  or any  part  of the  Property  in,  and  the  delivery  of any
Securities and other  Property to or from, the Custody  Account and Custody Cash
Account and the performance of any activities  contemplated in this Agreement by
the Custodian, including acting on any Instructions, are subject to the relevant
local laws, regulations,  decrees, orders, government acts, customs,  procedures
and  practices  (i) to which the  Custodian,  or any  Subcustodian  or Clearance
System,  is subject  and (ii) as exist in the  country in which the  Property is
held.

25.      MISCELLANEOUS

     (A) This Agreement  shall not be amended except by a written  agreement and
any purported  amendment made in contravention of this Section shall be null and
void and of no effect whatsoever.

     (B) This  Agreement and the Amended and Restated  Foreign  Custody  Manager
Agreement  shall  constitute  the entire  agreement  between  the Client and the
Custodian and, unless otherwise  expressly  agreed in writing,  shall supersede,
amend,  restate and replace all prior  agreements  relating to global  custodial
services,  written or oral, between the parties hereto; provided,  however, that
the Pooled  Repurchase  Custody Agreement dated September 27, 1993 as amended by
the First  Amendment  thereto dated June, 1994 between the Custodian and certain
Oppenheimer and Centennial Funds including the Client shall remain in full force
and effect,  and in the event of any  inconsistencies  between the provisions of
this Agreement and the Pooled Repurchase Custody Agreement, the latter agreement
shall control.

     (C) The parties  hereto agree that (i) the rights,  powers,  privileges and
remedies  stated in this  Agreement  are  cumulative  and not  exclusive  of any
rights,  powers,  privileges and remedies  provided by law, unless  specifically
waived,  and (ii) any failure or delay in exercising any right power,  privilege
or remedy  will not be deemed to  constitute  a waiver  thereof  and a single or
partial exercise of any right, power,  privilege or remedy will not preclude any
subsequent or further exercise of that or any other right,  power,  privilege or
remedy.

     (D) In the event that any provision of this  Agreement,  or the application
thereof to any person or circumstances, shall be determined by a court of proper
jurisdiction  to be  invalid  or  unenforceable  to any  extent,  the  remaining
provisions of this Agreement,  and the application of such provisions to persons
or  circumstances   other  than  those  as  to  which  it  is  held  invalid  or
unenforceable,  shall be unaffected  thereby and such provisions  shall be valid
and enforced to the fullest extent permitted by law in such jurisdiction.

     (E) Titles to Sections of this  Agreement are included for  convenience  of
reference only and shall be disregarded in construing the language  contained in
this Agreement.

     (F) This Agreement may be executed in several  counterparts,  each of which
shall be an original,  but all of which  together  shall  constitute one and the
same agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective officers thereunto duly authorized.

CITIBANK, N.A., New York Office(Custodian)           OPPENHEIMERFUNDS, INC.

       By: /s/ Eugene Fauquier                       By: /s/ Katherine P. Feld
       Title  Vice President                            Title  Vice President


Name:  Eugene Fauquier   on behalf of each investment
                         company identified on Appendix A
Title:  Vice President
attached hereto individually and severally, and not jointly and severally



                                                    APPENDIX A



Oppenheimer                Oppenheimer                        Custodian        Tax ID
Fund Number                  Fund Name                        A/C #             #

OppenheimerFunds, Inc. Funds Using Citibank as Custodian
150      Centennial Money Market Trust                        099920           84-0856138
160      Centennial Tax Exempt Trust                          099862           22-2328954
170      Centennial Government Trust                          099975           84-6172630
180      Centennial California Tax Exempt Trust               845873           84-1121370
195      Oppenheimer International Diversified Fund           851564           71-0986094
200      Oppenheimer Money Market Fund                        345246           13-2776909
205      Oppenheimer Disciplined Allocation Fund              849868           06-1207337
215      Oppenheimer Global Opportunities Fund                849872           93-1036175
220      Oppenheimer US Government Trust Fund                 847143           13-6811477
270      Oppenheimer Growth Fund                              849876           13-2739950
300      Oppenheimer Capital Income Fund                      849878           84-0578481
310      Oppenheimer AMT-Free Municipals Fund                 347080           13-2882747
345      Oppenheimer Convertible Securities Fund              849880           16-6289311
355      Oppenheimer Limited Term NY Muni Fund                847622           16-1399853
360      Oppenheimer AMT-Free New York Municipal Fund         847141           13-3222130
365      Rochester Fund Municipals                            847621           16-0473255
375      Oppenheimer Value Fund                               849882           06-1207337
395      Oppenheimer New Jersey Municipal Fund                847331           13-3749879
410      Oppenheimer Gold and Special Minerals Fund           849886           13-3155639
420      Oppenheimer Equity Fund, Inc.                        849888           84-6615607
500      Oppenheimer Discovery Fund                           849890           22-2725700
540      Oppenheimer Portfolio Series - Conservative Investor Fund     851347     71-0976770
545      Oppenheimer Portfolio Series - Moderate Investor Fund         851348     47-0949749
550      Oppenheimer Portfolio Series - Active Investor Fund           851350     81-0661663
555      Oppenheimer Portfolio Series - Aggressive Investor Fund       851349     81-0661648
560      Oppenheimer Dividend Growth Fund                              851360     81-0664054
570      Oppenheimer Rochester Ohio Municipal Fund                     851866     36-4587380
573      Oppenheimer Rochester Michigan Municipal Fund                 851869     32-0172494
576      Oppenheimer Rochester Virginia Municipal Fund                 851875     32-0172401
579      Oppenheimer Rochester Massachusetts Municipal Fund            851870     35-2269653
582      Oppenheimer Rochester Arizona Municipal Fund                  851884     37-1522561
585      Oppenheimer Rochester Minnesota Municipal Fund                851880     35-2269651
587      Oppenheimer Rochester Maryland Municipal Fund                 851882     32-0172517
590      Oppenheimer Real Estate Fund                                  849716     22-3849391
600      Oppenheimer Select Value Fund                                 849839     22-3869416
625      Oppenheimer International Value Fund                          850449     76-0734538
655      Oppenheimer Rochester North Carolina Municipal Fund           851860     35-2269650
700      Oppenheimer Main Street Fund                                  849906     84-1073463
721      Oppenheimer Emerging Growth Fund                              849910     13-4134341
731      Oppenheimer Main Street Opportunity Fund                      849912     84-1552997
740      Oppenheimer Pennsylvania Municipal Fund                       845861     13-3532998
745      Oppenheimer MidCap Fund                                       849914     13-3955890
760      Oppenheimer Cash Reserves                                     845764     84-1092434
765      Oppenheimer Emerging Technologies Fund                        849916     91-2028278
780      Centennial New York Tax-Exempt Trust                          845766     13-3481209
790      Oppenheimer California Municipal Fund                         845767     13-3222131
795      Rochester National Municipals                                 847279     13-3725974
801      Oppenheimer Limited Term California Muni Fund                 850947     42-1613158
855      Oppenheimer Limited Term Government Fund                      846077     36-6832913
860      Oppenheimer Limited Term Municipal Fund                       846078     36-3465410
885      Oppenheimer Enterprise Fund                                   849920     13-3819189
351      Legacy Program/Growth Pool                                    849393
352      Legacy Program/Income Pool                                    849394
353      Legacy Program/Money Pool                                     849396
354      Legacy Program/ Aggressive Growth                             849731
451      Legacy Stable Value A                                         849732
452      Legacy Stable Value B                                         849733
453      Legacy Stable Value C                                         849734
454      Legacy PIF Income A                                           849735
455      Legacy PIF Income B                                           849736
456      Legacy PIF Income C                                           849737
457      Legacy PIF Growth & Income A                                  849738
458      Legacy PIF Growth & Income B                                  849739
459      Legacy PIF Growth & Income C                                  849740
461      Core Account                                                  849761      68-0577325
462      Core Plus Account                                             850955      71-0959423
463      Short Duration Account                                        850957      68-0577315


Tremont Entities Using Citibank as Custodian
481      OFI Tremont Market Neutral Hedge                              849866      13-4225145
482      OFI Tremont Core Diversified Hedge                            849867      13-4225145

Quest Entities Using Citibank as Custodian
225      Oppenheimer Quest Value Fund, Inc.                            847940      13-3035629
236      Oppenheimer Quest Opportunity Value Fund                      847941      13-6918880
251      Oppenheimer Small & Mid Cap Value Fund                        847942      13-6918877
254      Oppenheimer Quest International Value Fund                    847945      13-3572895
257      Oppenheimer Quest Balanced Fund                               847973      13-6977079
835      Oppenheimer Quest Capital Value Fund, Inc.                    847944      13-3387182

529 Entities Using Citibank as Custodian

953 529 AGGRESSIVE PORTFOLIO       851127

954 529 MODERATE PORTFOLIO         851128

955 529 BALANCED  PORTFOLIO        851129

956 529 CONSERVATIVE PORT          851130

957 529 ULTRA CONSERV              851131

958 529 MONEY MARKET              851132

959 529 100% EQUITY              851133

960 529 VAN TOT STK MKT           851134

961 529 VAN TOT BOND MKT          851135

962 529 VAN BALANCED               851136

963 529 VAN INTL STOCK              851137

1181 NM SE AGGRESSIVE PORT          851301

1182 NM SE CONSERVATIVE              851302

1183 NM SE MODERATE PORTFOLIO        851303

1184 NM SE CONSERVATIVE              851304

1185 NM SE SCHOOL YR PORTFOLIO       851305

1178 NM SE SHORT-TERM YIELD          851306

1591 NM SE ULTRA CONSERVATIVE        851307

1291 NM SE DIVERSIFIED INCOME        851308

1180 NM SE GLOBAL PORTFOLIO          851309

1189 NM SE INTERMED TERM BOND        851310

1187 NM SE LARGE CAP CORE            851311

1169 NM SE LARGE CAP GROWTH          851312

1188 NM SE LARGE CAP VALUE           851313

1168 NM SE LARGE CAP GROWTH          851314

1179 NM SE SMALL CAP CORE            851315

1331 TEP AGGRESSIVE PORTFOLIO        851316

1332 TEP MOD. AGGRESS PORT           851317

1333 TEP MODERATE PORTFOLIO          851318

1334 TEP CONSERVATIVE PORT           851319

1335 TEP SCHOOL YEARS PORT           851320

1343 TEP SHORT TERM YIELDS           851321

1344 TEP ULTRA CONSERVATIVE          851322


OTC, OFII, and FITC Entities Using Citibank as Custodian
152 OTC Value Equity Fund                             849503
100  OFI Institutional Alpha-Plus Fund, LP            849503
153 OTC Municipal Employees Equity Fund               849504
171 OTC Multi-Employer Equity Fund                    849505
172 OTC Mid Cap Value Equity Fund                     849506
173 OTC Small Cap Value Equity Fund                   849507
174 OTC International Value Fund                      849508
182 OTC Total Return Fund                             849509
183 OTC Moderate Duration Fund                        849510
184 OTC Intermediate Maturity US Bond Fund            849511
186 OTC Quality Bond Fund                             849512
188 OTC GEWT Equity Fund                              849513
189 OTC GEWT Limited Maturity Fixed Income            849514

OTC Queens County - ISP                               849515

 OTC Queens County - EOSP Dividend                    849516

 OTC Queens County - ESOP                             849517

 OTC Queens County - ISP Stock                        849518

 OTC Spurwink Schools - Equity Fund                   849519

 OTC Central Maine - Equity Fund                      849520

 OTC Central Maine - Fixed Income Fund                849521

 BCM Employee Stock Ownership Plan                    849523

 OTC Central Maine Retirement Plan                    849525

 OTC Queens Cty Segregated                            849832

208 OTC Growth Fund                                   849388

247 OTC International Growth Fund                     849389

248  OTC Trinity Core Equity Fund                     849390

278 OTC MidCap Fund                                   849391

378 OTC U.S. Government Trust Fund                    849392

489 OFITC Emerging Markets Equity Fund                849982

811 Stable Value                                      851630

912 OFI Inst ADR LLC                                  850949

915 OFI Inst Focused Growth LLC                       850958

916 OFI Inst Emerging Market Equity                   850960

917 OFI Inst Enhanced Index Large Cap LLC             850961

918 OFI Inst Enhanced Index Large Cap Growth LLC      850962

919 OFI Inst Enhanced Index C Large Cap Value LLC     850964

920     OFI Inst Intrinsi Value LL                    850965

921   OFI Inst Large Cap Core LLC                     850966

922   OFI Inst Mid Cap Value LLC                      850967

923   OFI Inst Real Asset LLC                         850968

925  OFI Inst Small Cap Growth LLC                    850971

926 OFI InstC Small Cap Value LLC                     850973

927 OFI Inst SMID Cap Core LLC                        850975

928 OFI Inst SMID Cap Value LLC                       850978

929 OFI Institutional International Equity LLC        849821

930 OFI Inst Market Neutral LLC                       849825

931 OFI Inst Small Cap Sore LLC                       849824

936 OFITC Real Asset                                  851652

964 OFITC Global Fund                                 850527

966 OFITC Enhanced Index Large Cap Growth             851180

967 OFITC Enhanced Index Large Cap Value             851181