SECOND AMENDMENT TO CUSTODY AGREEMENT

SECOND AMENDMENT TO CUSTODY AGREEMENT

This Amendment to the Custody Agreement is made as of March 2, 2004, by and between ARIEL INVESTMENT TRUST (formerly the Ariel Growth Fund) (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, assignee of Investors Fiduciary Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custody Agreement referred to below.

WHEREAS, the Fund and Investors Fiduciary Trust Company entered into a Custody Agreement dated as of August 19, 1994, which was assigned to the Custodian effective January 1, 2000 (as amended and in effect from time to time, the “Agreement”); and

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each such series subject to the Agreement (each such series, together with all other series subsequently established by the Fund and made subject to the Agreement in accordance with the terms thereof, shall be referred to as a “Portfolio”, and, collectively, the “Portfolio”); and

WHEREAS, the Fund and the Custodian desire to amend certain provisions of the Agreement to reflect revisions to Rule 17f-5 (“Rule 17f-5”) and the adoption of Rule 17f-7 (“Rule 17f-7”) promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund and the Custodian desire to amend and restate certain other provisions of the Agreement relating to the custody of assets of each of the Portfolios held outside of the United States.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

I. Sections 4 through 11 of the Agreement are hereby renumbered, as of the effective date of this Amendment, as Sections 6 through 13, respectively.

II. New Sections 4 and 5 of the Agreement are hereby added, as of the effective date of this Amendment, as set forth below.

4. Provisions Relating to Rules 17f-5 and 17f-7

4.1. Definitions.

Capitalized terms in this Section 4 shall have the following meanings:

“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“Eligible Foreign Custodian” has the meaning set forth in section (a)(l) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the “SEC”)), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian under
Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“Eligible Securities Depository” has the meaning set forth in section (b)(l) of Rule 17f-7.

“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(2) of Rule 17f-5.

4.2. The Custodian as Foreign Custody Manager.

4.2.1 Delegation to the Custodian as Foreign Custody Manager.   The Fund, by resolution adopted by its Board of Directors (the “Board”), hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

4.2.2 Countries Covered.   The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries maybe amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 4.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Agreement. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

4.2.3 Scope of Delegated Responsibilities:

(a) Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) Contracts With Eligible Foreign Custodians.   The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 4.2.5 hereunder.

4.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of this Section 4.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

4.2.5 Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2 after the occurrence of the material change.

4.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

4.2.7 Representations with Respect to Rule 17f-5.   The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

4.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager.  The Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 4.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

4.3 Eligible Securities Depositories.

4.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(l)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

4.3.2 Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 4.3.1.

5. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States.

5.1 Definitions.

Capitalized terms in this Section 5 shall have the following meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.

5.2. Holding Securities.

The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

5.3. Foreign Securities Systems.

Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

5.4. Transactions in Foreign Custody Account.

5.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the

delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

5.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(it) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii) in connection with the borrowing or lending of foreign securities; and

(viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

5.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, including without limitation information relating to Foreign Securities Systems, described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

5.5. Registration of Foreign Securities.

The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

5.6. Bank Accounts.

The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject

to the laws of, The Commonwealth of Massachusetts.

5.7. Collection of Income.

The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

5.8 Shareholder Rights.

With respect to the foreign securities held pursuant to this Section 5, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

5.9. Communications Relating to Foreign Securities.

The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

5.10. Liability of Foreign Sub-Custodians.

Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

5.11. Tax Law.

The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

5.12. Liability of Custodian.

Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

III. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect. In the event of any conflict between the terms of the Agreement prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Section 4 hereof, in the event of any conflict between the provisions of Sections 4 and 5 hereof, the provisions of Section 4 shall prevail.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

STATE STREET BANK AND TRUST				ARIEL INVESTMENT TRUST
COMPANY
By:	/s/ Kent Cuderz			By:	/s/ Xxxxx X. Xxxxxxxxx
Name:		Kent Cuderz		Name:		Xxxxx X. Xxxxxxxxx
Title:		Vice President		Title		Vice President

SCHEDULE A

STATE STREETGLOBAL CUSTODY NETWORK SUBCUSTODIANS

December 2003

Country		Subcustodian
Argentina		Citibank, N.A.
Australia		Westpac Banking Corporation
Austria		Erste Bank der Osterreichischen Sparkassen AG
Bahrain		HSBC Bank Middle East (as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Bangladesh		Standard Chartered Bank
Belgium		BNP Paribas Securities Services, S.A.
Benin		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast
Bermuda		The Bank of Bermuda Limited
Bolivia		Citibank, N. A.
Botswana		Barclays Bank of Botswana Limited
Brazil		Citibank, N.A.
Bulgaria		ING Bank N.V.
Burkina Faso		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast
Canada		State Street Trust Company Canada
Cayman Islands		Bank of Nova Scotia Trust Company (Cayman) Ltd.
Chile		BankBoston, N.A.
People’s Republic of China		The Hongkong and Shanghai Banking Corporation Limited, Shanghai and Shenzhen branches
Colombia		Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica		Banco BCT S.A.
Croatia		Privredna Banka Zagreb d.d
Cyprus		Cyprus Popular Bank Ltd.
Czech Republic		Ceskoslovenska Obchodni Banka, A.S.
Denmark		Danske BankA/S
Ecuador		Citibank, N.A.
Egypt		HSBC Bank Egypt S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Estonia		AS Hansabank

Country		Subcustodian
Finland		Nordea Bank Finland Plc.
France		BNP Paribas Securities Services, S.A.
Germany		Deutsche Bank XX Xxxxxxxx Bank AG
Ghana		Barclays Bank of Ghana Limited
Greece		National Bank of Greece S.A.
Guinea-Bissau		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast
Hong Kong		Standard Chartered Bank
Hungary		HVB Bank Hungary Rt.
Iceland		Kaupthing Bunadarbanki hf.
India		Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited
Indonesia		Standard Chartered Bank
Ireland		Bank of Ireland
Israel		Bank Hapoalim B.M.
Italy		BNP Paribas Securities Services, S.A.
Ivory Coast		Societe Generale de Banques en Cote d’Ivoire
Jamaica		Bank of Nova Scotia Jamaica Ltd.
Japan		Mizuho Corporate Bank Ltd. Sumitomo Mitsui Banking Corporation
Jordan		HSBC Bank Middle East (as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Kazakhstan		HSBC Bank Kazakhstan (as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Kenya		Barclays Bank of Kenya Limited
Republic of Korea		Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited
Latvia		A/s Hansabanka
Lebanon		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Country		Subcustodian
Lithuania		Vilniaus Bankas AB
Malaysia		Standard Chartered Bank Malaysia Berhad
Mali		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast
Mauritius		The Hongkong and Shanghai Banking Corporation Limited
Mexico		Banco Nacional de Mexico S.A.
Morocco		Banque Commerciale du Maroc
Namibia		Standard Bank Namibia Limited
Netherlands		Deutsche Bank N.V. KAS BANK N.V.
New Zealand		Westpac Banking Corporation
Niger		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast
Nigeria		Stanbic Bank Nigeria Limited
Norway		Nordea Bank Norge ASA
Oman		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Pakistan		Deutsche Bank AG
Palestine		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Panama		BankBoston, N.A.
Peru		Citibank, N.A.
Philippines		Standard Chartered Bank
Poland		Bank Handlowy w Warszawie S.A.
Portugal		Banco Comercial Portugues S.A.
Puerto Rico		Citibank N.A.
Qatar		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Romania		ING Bank N.V.
Russia		ING Bank (Eurasia) ZAO, Moscow
Senegal		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast

Country		Subcustodian
Singapore		DBS Bank Limited United Overseas Bank Limited
Slovak Republic		Ceskoslovenska Obchodni Banka, A.S., pobocka zahranicnej banky v SR
Slovenia		Bank Austria Creditanstalt d.d, - Ljubljana
South Africa		Nedcor Bank Limited Standard Bank of South Africa Limited
Spain		Santander Central Hispano Investment S.A.
Sri Lanka		The Hongkong and Shanghai Banking Corporation Limited
Swaziland		Standard Bank Swaziland Limited
Sweden		Skandinaviska Enskilda Xxxxxx XX
Switzerland		UBSAG
Taiwan - R.O.C.		Central Trust of China
Thailand		Standard Chartered Bank
Togo		via Societe Generale de Banques en Cote d’Ivoire, Abidjan, Ivory Coast
Trinidad & Tobago		Republic Bank Limited
Tunisia		Banque Internationale Arabe de Tunisie
Turkey		Citibank, N.A.
Uganda		Barclays Bank of Uganda Limited
Ukraine		ING Bank Ukraine
United Arab Emirates		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
United Kingdom		State Street Bank and Trust Company, London Branch
Uruguay		BankBoston, N.A.
Venezuela		Citibank, N.A.
Vietnam		The Hongkong and Shanghai Banking Corporation Limited
Zambia		Barclays Bank of Zambia Plc.
Zimbabwe		Barclays Bank of Zimbabwe Limited

SCHEDULE B

STATE STREET GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

December 2003

Country		Depositories
Argentina		Caja de Valores S.A.
Australia		Austraclear Limited
Austria		Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
Bahrain		Clearing, Settlement, and Depository System of the Bahrain Stock Exchange
Belgium		Banque Nationale de Belgique Caisse Interprofessionnelle de Depots et de Virements de Titres, S.A.
Benin		Depositaire Central - Banque de Reglement
Bermuda		Bermuda Securities Depository
Brazil		Central de Custodia e de Liquidacao Financeira de Titulos Privados (CETIP) Companhia Brasileira de Liquidacao e Custodia Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria		Bulgarian National Bank Central Depository AD
Burkina Faso		Depositaire Central - Banque de Reglement
Canada		The Canadian Depository for Securities Limited
Chile		Deposito Central de Valores S.A.
People’s Republic of China		China Securities Depository and Clearing Corporation Limited Shanghai Branch China Securities Depository and Clearing Corporation Limited Shenzhen Branch
Colombia		Deposito Central de Valores Deposito Centralizado de Valores de Colombia S..A. (DECEVAL)
Costa Rica		Central de Valores S.A.
Croatia		Ministry of Finance Sredisnja Depozitarna Agencija d.d.
Cyprus		Central Depository and Central Registry
Czech Republic		Czech National Bank Stredisko cennych papiru - Ceska republika
Denmark		Vaerdipapircentralen (Danish Securities Center)
Egypt		Misr for Clearing, Settlement, and Depository S.A.E.
Estonia		Eesti Vaartpaberikeskus
Finland		Suomen Arvopaperikeskus
France		Euroclear France
Germany		Clearstream Banking AG, Frankfurt
Greece		Apothetirion Titlon AE - Central Securities Depository

Country		Depositories
		Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form
Guinea-Bissau		Depositaire Central – Banque de Reglement
Hong Xxxx		Xxxxxxx Xxxxxxxxxxxx Xxxx Xxxx Xxxx Securities Clearing Company Limited
Hungary		Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)
Iceland		Icelandic Securities Depository Limited
India		Central Depository Services India Limited National Securities Depository Limited Reserve Bank of India
Indonesia		Bank Indonesia PT Kustodian Sentral Efek Indonesia
Israel		Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
Italy		Monte Titoli S.p.A.
Ivory Coast		Depositaire Central – Banque de Reglement
Jamaica		Jamaica Central Securities Depository
Japan		Bank of Japan - Net System Japan Securities Depository Center (JASDEC) Incorporated
Kazakhstan		Central Depository of Securities
Kenya		Central Bank of Kenya
Republic of Korea		Korea Securities Depository
Latvia		Latvian Central Depository
Lebanon		Banque du Liban Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) X.X.X.
Lithuania		Central Securities Depository of Lithuania
Malaysia		Bank Negara Malaysia Malaysian Central Depository Sdn. Bhd.
Mali		Depositaire Central – Banque de Reglement
Mauritius		Bank of Mauritius Central Depository and Settlement Co. Ltd.
Mexico		S.D. Indeval, S.A, de C.V.
Morocco		Maroclear
Namibia		Bank of Namibia

Country		Depositories
Netherlands		Euroclear Nederlands
New Zealand		New Zealand Central Securities Depository Limited
Niger		Depositaire Central – Banque de Règlement
Nigeria		Central Securities Clearing System Limited
Norway		Verdipapirsentralen (Norwegian Central Securities Depository)
Oman		Muscat Depository & Securities Registration Company, SAOC
Pakistan		Central Depository Company of Pakistan Limited State Bank of Pakistan
Palestine		Clearing Depository and Settlement, a department of the Palestine Stock Exchange
Panama		Central Latinoamericana de Valores, S.A. (LatinClear)
Peru		Caja de Valores y Liquidaciones, Institucion de Compensacion y Liquidacion de Valores S.A
Philippines		Philippine Central Depository, Inc. Registry of Scripless Securities (XXXX) of the Bureau of Treasury
Poland		Central Treasury Bills Registrar Krajowy Depozyt Papierow Wartosciowych S.A.(National Depository of Securities)
Portugal		INTERBOLSA – Sociedade Gestora de Sistemas de Liquidacao e de Sistemas Centralizados de Valores Mobiliarios, S.A.
Qatar		Central Clearing and Registration (CCR), a department of the Doha Securities Market
Romania		Bucharest Stock Exchange Registry Division National Bank of Romania National Securities Clearing, Settlement and Depository Company
Russia		Vneshtorgbank, Bank for Foreign Trade of the Russian Federation
Senegal		Depositaire Central – Banque de Reglement
Singapore		The Central Depository (Pte) Limited Monetary Authority of Singapore
Slovak Republic		National Bank of Slovakia Stredisko cennych papierov SR, a.s.
Slovenia		KDD – Centralna klirinsko depotna xxxxxx x.x.
South Africa		Share Transactions Totally Electronic (STRATE) Ltd.
Spain		IBERCLEAR
Sri Lanka		Central Depository System (Pvt) Limited

Country		Depositories
Sweden		Vardepapperscentralen VPC AB (Swedish Central Securities Depository)
Switzerland		Segalntersettle AG (SIS)
Taiwan - R.O.C.		Taiwan Securities Central Depository Company Limited
Thailand		Bank of Thailand Thailand Securities Depository Company Limited
Togo		Depositaire Central – Banque de Reglement
Trinidad and Tobago		Trinidad and Tobago Central Bank
Tunisia		Societe Tunisienne Interprofessionelle pour la Compensation et de Depots des Valeurs Mobilieres (STICODEVAM)
Turkey		Central Bank of Turkey Takas ve Saklaroa Bankasi A.S. (TAKASBANK)
Uganda		Bank of Uganda
Ukraine		Mizhregionalny Fondovy Souz National Bank of Ukraine
United Arab Emirates		Clearing and Depository System, a department of the Dubai Financial Market
Uruguay		Banco Central del Uruguay
Venezuela		Banco Central de Venezuela
Vietnam		Securities Registration, Clearing and Settlement, Depository Department of the Securities Trading Center
Zambia		Bank of Zambia XxXX Central Shares Depository Limited
TRANSNATIONAL
Euroclear Clearstream Banking, S.A.

SCHEDULE C

MARKET INFORMATION

December, 2003

Publication/Type of Information (scheduled frequency)		Brief Description
The Guide to Custody in World Markets (hardcopy annually and regular website updates)		An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services.
Global Custodv Network Review (annually)		Information relating to Foreign Sub-Custodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks.
Securities Depository Review (annually)		Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.
Global Legal Survey Global Legal Survey (annually)		With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.
Subcustodian Agreements (annually)		Copies of the contracts that State Street has entered into with each Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.
Global Market Bulletin (daily or as necessary)		Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients.
Foreign Custody Advisories (as necessary)		For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.
Material Change Notices (presently on a quarterly basis or as otherwise necessary)		Informational letters and accompanying materials confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories