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                          GLOBAL CUSTODIAL SERVICES

                                  AGREEMENT
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                              TABLE OF CONTENTS





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





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THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on the       day of    May
                                                        ----         ---------------
  , 2001,  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
      ------------


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);


      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;

      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


      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)   (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.


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           OPPENHEIMERFUNDS

      /s/ Eugene Fauquier                             /s/ Andrew J. Donohue
By:________________________________       By:
-----------------------------------------
                   Eugene Fauquier           Andrew J. Donohue, Secretary
Name: Eugune Fauquier______________          on   behalf   of   each    investment
      ---------------
company identified
                                             on  Appendix  A  attached  hereto
individually
Title: __Vice President________________      and  severally,  and not  jointly
         --------------
and severally









                                  APPENDIX A
-



           ACCOUNT #   ACCOUNT NAME
                       ------------
FUND
----

150       099920       Centennial Money Market Trust
160       099862       Centennial Tax Exempt Trust
170       099975       Centennial Government Trust
180       845873       Centennial California Tax Exempt Trust
200       345246       Oppenheimer Money Market Fund
220       847143       Oppenheimer U.S. Government Trust
310       347080       Oppenheimer Municipal Bond Fund
360       847141       Oppenheimer New York Municipal Fund
395       847331       Oppenheimer New Jersey Municipal Fund
416       849286       Oppenheimer Core Plus Fund
740       845861       Oppenheimer Pennsylvania Municipal Fund
755       849103       Oppenheimer Capital Preservation Fund
760       845764       Oppenheimer Cash Reserves
780       845766       Centennial New York Tax Exempt Trust
790       845767       Oppenheimer California Fund
795       847279       Oppenheimer Florida Municipal Fund
855       846077       Oppenheimer Limited Term Government Fund
860       846078       Oppenheimer Intermediate Municipal Fund
870       846080       Centennial America Fund
351       849393       Oppenheimer Legacy Program/Growth Pool
352       849394       Oppenheimer Legacy Program/Income Pool
353       849396       Oppenheimer Legacy Program/Money Pool


OPPENHEIMER ROCHESTER FUNDS
---------------------------

           ACCOUNT #   ACCOUNT NAME
                       ------------
FUND
----

355       847622       Limited Term New York Municipal Fund
365       847621       Rochester Fund Municipals




                           OPPENHEIMER QUEST FUNDS
                           -----------------------

           ACCOUNT #   ACCOUNT NAME
                       ------------
FUND
----

225       847940       Oppenheimer Quest Value
236       847941       Oppenheimer Quest Opportunity Value
251       847942       Oppenheimer Quest Small Cap Value
254       847945       Oppenheimer Quest Global Value
257       847943       Oppenheimer Quest Balanced Value Fund








                                  APPENDIX A


OPPENHEIMER TRUST COMPANY
-------------------------

           ACCOUNT #   ACCOUNT NAME
                       ------------
FUND
----

152       849503       OTC Value Equity Fund
153       849504       OTC Municipal Employees Equity Fund
171       849505       OTC Multi-Employer Equity Fund
172       849506       OTC Mid Cap Value Equity Fund
173       849507       OTC Small Cap Value Equity Fund
174       848508       OTC International Value Equity Fund
184       849511       OTC Intermediate Maturity US Bond Fund
188       849513       OTC GEWT Equity Fund
189       849514       OTC GEWT Ltd. Maturity Fixed Income Fund
          849515       OTC Queens County - ISP
          849516       OTC Queens County - ESOP Dividend
          849517       OTC Queens County - ESOP
          849518       OTC Queens County - ISP Stock
          849519       OTC Spurwink Schools - Equity Fund
          849520       OTC Central Maine - Equity Fund
          849521       OTC Central Maine - Fixed Income Fund
187       849522       OTC Growth Equity Fund
          849523       BCM Employee Stock Ownership Plan
          849509       OTC Total Return Fund
          849510       OTC Moderate Duration
          849512       OTC Quality Bond Fund
          849525       OTC Money Market Fund
208       849388       OTC Growth Fund
247       849389       OTC International Growth Fund
248       849390       OTC Trinity Core Equity Fund
278       849391       OTC Mid Cap Fund
378       849392       OTC U.S. Government Trust Fund