AND

                                AGREEMENT BETWEEN

                               JPMorgan Chase Bank

                                       AND

                                EACH OF THE FUNDS

                      LISTED ON SCHEDULE A ATTACHED HERETO



                                Table of Contents



                                                                        
ARTICLE I. DEFINED TERMS ................................................   2

Section  1.01.       "Account" ..........................................   2
Section  1.02.       "Affiliate" ........................................   2
Section  1.03.       "Agreement" ........................................   2
Section  1.04.       "Authorized Person(s)" .............................   2
Section  1.05.       "Bank Account" .....................................   2
Section  1.06.       "Banking Institution" ..............................   2
Section  1.07.       "Board" ............................................   2
Section  1.08.       "Business Day" .....................................   3
Section  1.09.       "Commission" .......................................   3
Section  1.10        "Directing Fiduciary" ..............................   3
Section  1.11        "DR" ...............................................   3
Section  1.12.       "Domestic Subcustodian" ............................   3
Section  1.13.       "Eligible Securities Depository" ...................   3
Section  1.14.       "Foreign Subcustodian" .............................   3
Section  1.15.       "Fund" .............................................   4
Section  1.16.       "Institutional Client" .............................   4
Section  1.17.       "Interest Bearing Deposits" ........................   4
Section  1.18.       "Investment Company Act" ...........................   4
Section  1.19.       "Loans" ............................................   4
Section  1.20.       "Overdraft" ........................................   4
Section  1.21.       "Overdraft Notice" .................................   4
Section  1.22.       "Person" ...........................................   5
Section  1.23.       "Procedural Agreement"..............................   5
Section  1.24.       "Proper Instructions" ..............................   5
Section  1.25.       "Property" .........................................   5
Section  1.26.       "Securities System" ................................   6
Section  1.27.       "Segregated Account" ...............................   6
Section  1.28.       "Series" ...........................................   6
Section  1.29.       "Shareholder Servicing Agent" ......................   6
Section  1.30.       "Shares" ...........................................   6
Section  1.31.       "Subcustodian" .....................................   7
Section  1.32.       "Terminating Fund" .................................   7

ARTICLE II. APPOINTMENT OF CUSTODIAN ....................................   7

ARTICLE III. POWERS AND DUTIES OF CUSTODIAN .............................   7

Section  3.01.       Safekeeping ........................................   7
Section  3.02.       Manner of Holding Securities .......................   8
Section  3.03.       Security Purchases and Sales .......................   9
Section  3.04.       Exchanges of Securities ............................  12
Section  3.05.       Depositary Receipts ................................  13
Section  3.06.       Exercise of Rights; Tender Offers ..................  14
Section  3.07.       Stock Dividends, Rights, Etc .......................  15


                                       i




                                                                                             
Section  3.08.       Options ................................................................   15
Section  3.09.       Futures Contracts ......................................................   16
Section  3.10.       Borrowings .............................................................   14
Section  3.11.       Interest Bearing Deposits ..............................................   18
Section  3.12.       Foreign Exchange Transactions ..........................................   18
Section  3.13.       Securities Loans .......................................................   20
Section  3.14.       Collections ............................................................   21
Section  3.15.       Dividends, Distributions and Redemptions ...............................   22
Section  3.16.       Proceeds from Shares Sold ..............................................   22
Section  3.17.       Proxies, Notices, Etc ..................................................   23
Section  3.18.       Bills and Other Disbursements ..........................................   23
Section  3.19.       Nondiscretionary Functions .............................................   23
Section  3.20.       Bank Accounts ..........................................................   23
Section  3.21.       Deposit of Fund Assets in Securities Systems ...........................   24
Section  3.22.       Maintenance of Assets in Underlying Systems ............................   26
Section  3.23.       Other Transfers ........................................................   26
Section  3.24.       Establishment of Segregated Account(s ..................................   27
Section  3.25.       Custodian's Books and Records ..........................................   24
Section  3.26.       Opinion of Fund's Independent Certified Public Accountants .............   28
Section  3.27.       Reports by Independent Certified Public Accountants ....................   29
Section  3.28.       Overdrafts .............................................................   29
Section  3.29.       Reimbursement for Advances .............................................   30
Section  3.30.       Claims .................................................................   31

ARTICLE IV. PROPER INSTRUCTIONS AND RELATED MATTERS .........................................   31

Section  4.01.       Proper Instructions ....................................................   31
Section  4.02.       Authorized Persons .....................................................   33
Section  4.03.       Persons Having Access to Assets of the Fund or Series ..................   33
Section  4.04.       Actions of Custodian Based on Proper Instructions ......................   34

ARTICLE V. SUBCUSTODIANS ....................................................................   34

Section  5.01.       Domestic Subcustodians .................................................   34
Section  5.02.       Foreign Subcustodians ..................................................   35
Section  5.03.       Termination of a Subcustodian ..........................................   35
Section  5.04        Eligible Securities Depositories .......................................   31

ARTICLE VI. STANDARD OF CARE; INDEMNIFICATION ...............................................   37

Section  6.01.       Standard of Care .......................................................   37
Section  6.02.       Liability of Custodian for Actions of Other Persons ....................   41
Section  6.03.       Indemnification by Funds ...............................................   43
Section  6.04.       Fund's Right to Proceed ................................................   40
Section  6.05.       Indemnification by Custodian ...........................................   46
Section  6.06        Mitigation of Damages ..................................................   48

ARTICLE VII. COMPENSATION ...................................................................   48

ARTICLE VIII. TERMINATION ...................................................................   48

Section  8.01.       Termination of Agreement as to One or More Funds .......................   44
Section  8.02.       Termination as to One or More Series ...................................   50


                                       ii




                                                                                                     
ARTICLE IX. MISCELLANEOUS ..........................................................................    50

Section  9.01.       Execution of Documents, Etc ...................................................    50
Section  9.02.       Representative Capacity; Nonrecourse Obligations ..............................    51
Section  9.03.       Several Obligations of the Funds and the Series ...............................    51
Section  9.04.       Representations and Warranties ................................................    52
Section  9.05.       Entire Agreement ..............................................................    52
Section  9.06.       Waivers and Amendments ........................................................    53
Section  9.07.       Interpretation ................................................................    53
Section  9.08.       Captions ......................................................................    54
Section  9.09.       Governing Law .................................................................    54
Section  9.10.       Notices .......................................................................    54
Section  9.11.       Assignment ....................................................................    56
Section  9.12.       Counterparts ..................................................................    56
Section  9.13.       Confidentiality; Survival of Obligations ......................................    56
Section  9.14.       Shareholder Communications ....................................................    57
Section  9.15        Maintenance of Records ........................................................    58

Schedule A           GMTC and GMIMCo Funds .........................................................    61
Schedule B           Rule 17f-5/17f-7 Procedures and Guidelines ....................................    62
Schedule C           Taxes .........................................................................    64
Schedule D           Proxy Services ................................................................    67
Schedule E           Subjects Covered under Section 3.30 ...........................................    68
Schedule F           Foreign Subcustodians and the Countries where each Fund may hold assets .......    69
Schedule G           Eligible Securities Depositories ..............................................    80


                                      iii



                               CUSTODIAN AGREEMENT

         AGREEMENT made this [_____] day of November, 2002 among the General
Motors Employes Global Group Pension Trust (the "GMAM Investment Funds Trust")
with respect to each of the collective investment funds under the Trust which
are maintained by General Motors Trust Company ("GMTC") as trustee on behalf of
such trust and listed under its name as such on Schedule A hereto, as the same
may be amended from time to time ("Schedule A"), General Motors Investment
Management Corporation ("GMIMCo) on behalf of the pools, funds (including
investment companies) and other entities listed under its name on Schedule A and
JPMorgan Chase Bank (the "Custodian").

                                   WITNESSETH:

         WHEREAS, each Fund (as defined in Section 1.15 below) desires to
appoint the Custodian as custodian on its own behalf and under the terms and
conditions set forth in this Custodian Agreement (including any Schedules or
Appendices hereto), and the Custodian has agreed to act as custodian for such
Fund; and

         WHEREAS, the relevant Board for each Fund has approved the appointment
of the Custodian as "Foreign Custody Manager," as such term is defined in Rule
17f-5 under the Investment Company Act of 1940, as amended, of such Fund, and
the Custodian has agreed to assume the responsibilities of a Foreign Custody
Manager under the terms and conditions of this Agreement and the guidelines and
procedures adopted by the Board of each Fund or Directing Fiduciary and annexed
hereto as Schedule B.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

                                        1



                                   ARTICLE I.
                                  DEFINED TERMS

         The following terms are defined as follows:

         Section 1.01. "Account" shall mean an account of the Custodian
established at a bank, Securities System or Subcustodian (as defined in Sections
1.25 and 1.30, respectively), which shall include only Property (as defined in
Section 1.25) held as custodian or otherwise for a Fund or a series of a Fund.
To the extent required by law or in accord with standard industry practice in a
particular market, an Account may be an omnibus account in the name of the
Custodian or its nominee provided that the records of the Custodian shall
indicate at all times the Fund or other customer for which Property is held in
such Account and the respective interests therein.

         Section 1.02. "Affiliate" shall mean any entity that controls, is
controlled by, or is under common control with any other entity.

         Section 1.03. "Agreement" shall mean this agreement between each of the
Funds and the Custodian and all current or subsequent schedules and appendices
hereto.

         Section 1.04. "Authorized Person(s)" shall have the meaning set forth
in Section 4.02.

         Section 1.05. "Bank Account" shall mean any demand deposit bank account
(provided that demand may not be made by check), which will be an interest
bearing bank account where permitted by law and agreed between the Custodian and
a Fund, held on the books of the Custodian or a Subcustodian for the account of
a Fund or a series of a Fund.

         Section 1.06. "Banking Institution" shall mean a bank or trust company,
including the Custodian, any Subcustodian or any subsidiary or Affiliate of the
Custodian.

         Section 1.07. "Board" shall mean the Board of Directors or Trustees, or
Trustee, or (the equivalent body or person), as applicable, of a Fund.

                                        2



         Section 1.08. "Business Day" shall mean any day on which the New York
Stock Exchange and the Custodian is open for business that is not a Saturday or
Sunday.

         Section 1.09. "Commission" shall mean the U.S. Securities and Exchange
Commission.

         Section 1.10. "Directing Fiduciary" means any fiduciary which can
direct any Trustee of any Fund or Series.

         Section 1.11. "DR" shall mean an American Depositary Receipt, European
Depositary Receipt, or Global Depositary Receipt or similar instrument issued by
a depositary to represent the underlying securities held by the depositary.

         Section 1.12. "Domestic Subcustodian" shall mean any bank as defined in
Section 2(a)(5) of the Investment Company Act (as defined in Section 1.18)
meeting the requirements of a custodian under Section 17(f) of the Investment
Company Act and the rules and regulations thereunder, that acts on behalf of one
or more Funds, or on behalf of the Custodian as custodian for one or more Funds,
as a Subcustodian for purposes of holding cash, securities and other assets of
such Funds and performing other functions of the Custodian within the United
States.

         Section 1.13. "Eligible Securities Depository" shall mean a system for
the central handling of securities as defined in Rule 17f-4 under the Investment
Company Act that meets the requirements of an "eligible securities depository"
under Rule 17f-7 under the Investment Company Act, as such may be amended or
interpreted from time to time by the Commission.

         Section 1.14. "Foreign Subcustodian" shall mean (i) any bank, trust
company, or other entity meeting the requirements of an "eligible foreign
custodian" under the rules and regulations under Section 17(f) of the Investment
Company Act or by order of the Commission exempted therefrom, or (ii) any bank
as defined in Section 2(a)(5) of the Investment Company Act meeting the
requirements of a custodian under Section 17(f) of the Investment Company Act
and the

                                        3



rules and regulations thereunder to act on behalf of one or more Funds as a
Subcustodian for purposes of holding cash, securities and other assets of such
Fund(s) and performing other functions of the Custodian in countries other than
the United States.

         Section 1.15. "Fund" shall mean each pool, fund (including collective
investment funds maintained by a bank for investment by employee benefit plans
("Plans")) or other entity listed on Schedule A. Collectively, they shall be
referred to as the "Funds." To the extent the Custodian is required hereunder to
comply with the Investment Company Act and the rules and regulations thereunder,
each such entity referred to in the prior sentence shall be treated for purposes
herein as if it were an "investment company" under the Investment Company Act.

         Section 1.16. "Institutional Client" shall mean a major commercial
bank, corporation, insurance company, or substantially similar institution that
purchases or sells securities and makes substantial use of custodial services.

         Section 1.17. "Interest Bearing Deposits" shall mean interest bearing
fixed term and call deposits.

         Section 1.18. "Investment Company Act" shall mean the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.

         Section 1.19. "Loans" shall mean corporate loans or participation
interests therein, or assignments thereof.

         Section 1.20. "Overdraft" shall mean any payment or transfer of funds
on behalf of a Fund or series of a Fund for which there are, at the close of
business on the date of such payment or transfer, insufficient funds held by the
Custodian on behalf of such Fund or series thereof.

         Section 1.21. "Overdraft Notice" shall mean any written notification of
an Overdraft by facsimile transmission or any other such manner as a Fund and
the Custodian may agree in writing.

                                        4



         Section 1.22. "Person" shall mean the Custodian or any Subcustodian or
Securities System, or any Eligible Securities Depository used by any such
Subcustodian, or any nominee of the Custodian or any Subcustodian.

         Section 1.23. "Procedural Agreement" shall mean any futures margin
procedural agreement among a Fund or series of a Fund, the Custodian and any
futures commission merchant.

         Section 1.24. "Proper Instructions" shall mean: (i) either a tested
telex or a written (including, without limitation, facsimile transmission)
request, direction, instruction or certification signed or initialed by or on
behalf of the applicable Fund or series of a Fund by one or more Authorized
Persons; (ii) a telephonic or other oral communication by one or more Authorized
Persons; or (iii) a communication effected directly between an
electro-mechanical or electronic device or system (including, without
limitation, computers) by or on behalf of the applicable Fund that is
transmitted in compliance with the security procedures established for such
communications by the Custodian and the Fund; provided, however, that
communications purporting to be given by an Authorized Person shall be
considered Proper Instructions only if the Custodian reasonably believes such
communications to have been given by an Authorized Person with respect to the
transaction involved. Proper Instructions shall include all information
necessary to permit the Custodian to fulfill its duties and obligations
thereunder. The Custodian shall subject all Proper Instructions provided under
subsection (i) and (ii) to a commercially reasonable authentication procedure.

         Section 1.25. "Property" shall mean any securities or other assets of a
Fund or series that are accepted by the Custodian for safekeeping, or cash
accepted by the Custodian for deposit on behalf of a Fund or series of a Fund.

                                        5



         Section 1.26. "Securities System" shall mean (i) the Depository Trust
Company, including its Mortgage Backed Securities Division and/or (ii) any
book-entry system as provided in (1) Subpart O of Treasury Circular Xx. 000, 00
XXX 000, (0) Xxxxxxx X of 31 CFR Part 350, (3) the book-entry regulations of
federal agencies substantially in the form of Subpart O, (4) any other domestic
clearing agency registered with the Commission under Section 17A of the
Securities Exchange Act of 1934, as amended, which acts as a securities
depository. Each such Securities System shall be approved, to the extent
required by the Investment Company Act, by the Board of each Fund which is a
registered investment company.

         Section 1.27. "Segregated Account" shall mean an account established
for and on behalf of a Fund in which may be held Property that is maintained:
(i) for the purposes set forth in Section 3.08, 3.09, and 3.10, hereof; (ii) for
the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Commission relating to the maintenance of Segregated Accounts by
registered investment companies, or (iii) for any other lawful purposes as may
be deemed necessary by the Fund.

         Section 1.28. "Series" shall mean the one or more series of shares or
units into which a Fund may be organized, each of which shall represent an
interest in a separate portfolio of Property and shall include all of the
existing and additional Series now or hereafter listed on Schedule A.

         Section 1.29. "Shareholder Servicing Agent" shall mean a Fund's
transfer agent or person performing comparable duties.

         Section 1.30. "Shares" shall mean all classes of shares or units, as
the case may be, of a Fund or Series.

                                        6



     Section 1.31. "Subcustodian" shall mean any duly appointed Domestic
Subcustodian or Foreign Subcustodian.

     Section 1.32. "Terminating Fund" shall mean a Fund or Series that has
terminated the Agreement with the Custodian or as to which the Custodian has
terminated the Agreement, all in accordance with the provisions of Section 8.01.

                                  ARTICLE II.

                            APPOINTMENT OF CUSTODIAN

     Each Fund hereby appoints the Custodian as custodian and as Foreign Custody
Manager for the term and subject to the provisions of this Agreement.
Custodian's duties and obligations as Foreign Custody Manager and with respect
to Eligible Securities Depositories shall be as set forth in this Agreement,
including Schedule B hereto. Each Fund shall deliver to the Custodian or a
Subcustodian, or shall cause to be delivered to the Custodian or a Subcustodian,
Property owned by such Fund and, where applicable, shall specify to which of its
Series such Property is to be specifically allocated.

                                  ARTICLE III.

                         POWERS AND DUTIES OF CUSTODIAN

     With respect to Property of each Fund or Series, the Custodian shall have
and perform the following powers and duties:

     Section 3.01. Safekeeping. The Custodian shall from time to time receive
delivery of Property of a Fund or Series and shall maintain, hold and, with
respect to Property that is not cash, keep safely all Property of each Fund or
each Series that has been delivered to and accepted by the Custodian. Custodian
shall accept and maintain Property received in the form of cash as a deposit
obligation of the Custodian or a Subcustodian.

                                        7



     Section 3.02. Manner of Holding Securities.

          (a) The Custodian shall at all times hold securities of each Fund or
Series (i) by physical possession of the share certificates or other instruments
representing such securities in registered or bearer form, or (ii) in book-entry
form by a Securities System or by a transfer agent or registrar of another
entity (an "Underlying System"), or (iii) with respect to Loans, by possession
of all documents, certificates and other such instruments, including any
schedule of payments ("Financing Documents") as are delivered to the Custodian.

          (b) Upon receipt of Proper Instructions, the Custodian shall open an
Account in the name of each Fund or Series and shall hold registered securities
of each Fund or Series (i) in the name or any nominee name of the Custodian, a
Subcustodian or the Fund, or (ii) in street name. In carrying out the foregoing
obligation, the Custodian shall, to the extent permitted by law and, where
Custodian deems it advisable based upon any legal advice Custodian has obtained
with respect to a particular market and upon other factors the Custodian deems
appropriate, hold registered securities of each Fund or Series in a manner that
is appropriate to the Fund's tax domicile and that takes into consideration the
best interests of the Fund with respect to regulatory matters relating to
custody; and provided further that the Custodian shall, on an ongoing basis,
provide accurate information to a Fund and such other persons as a Fund may
designate with respect to the registration status of each Fund's securities, and
an accurate record of securities held by each Fund and such Fund's respective
interest therein.

          (c) The Custodian may hold Property for all of its customers,
including a Fund or Series, with any Foreign Subcustodian in an Account that is
identified as belonging to the Custodian for the benefit of its customers or in
a depository account, including an omnibus account, with an Eligible Securities
Depository; provided, however, that (i) the records of the Custodian with
respect to Property of any Fund or Series that are maintained in such Account or

                                        8



depository account shall identify such Property as belonging to the applicable
Fund or Series and (ii) to the extent permitted and customary in the market in
which the Account or depository account is maintained, the Custodian shall
require that Property so held by a Foreign Subcustodian or Eligible Securities
Depository be held separately from any assets of the Custodian or such Foreign
Subcustodian.

          (d) The Custodian shall send each Fund and the relevant investment
managers of such Fund a written statement, advice or notification of any
transfers of any Property of the Fund to or from an Account or an account at an
Eligible Securities Depository (a "depository account"). Each such statement,
advice or notification shall identify the Property transferred and the entity
that has custody of the Property.

          (e) Within sixty (60) days after the close of each fiscal year for
each Fund, and within sixty (60) days after the removal or resignation of the
Custodian as provided hereunder, the Custodian shall render to the applicable
Board a written statement and account showing in reasonable summary the
investments, receipts, disbursements, and other transactions engaged in during
the preceding fiscal year or stub period.

     Section 3.03. Security Purchases and Sales.

          (a) Upon receipt of Proper Instructions, insofar as funds are
available for the purpose, the Custodian shall pay for and receive securities
purchased for the account of a Fund or Series, payment being made by the
Custodian only: (i) upon receipt of the securities, certificates, or other
acceptable evidence of ownership (1) by the Custodian, or (2) by a clearing
corporation of a national securities exchange of which the Custodian is a
member, (3) by a Securities System or (4) by an Underlying System; or (ii)
otherwise in accordance with (1) Proper Instructions, (2) applicable law, (3)
generally accepted trading practices, or (4) the terms of any instrument
representing the purchase. With respect to a clearing corporation or Securities

                                        9



System, securities may be held only with an entity approved by a Fund's Board if
such Fund is a registered investment company. Notwithstanding the foregoing, in
the case of U.S. repurchase agreements entered into by a Fund, the Custodian may
release funds to a Securities System or to a Domestic Subcustodian prior to the
receipt of advice from the Securities System or Domestic Subcustodian that the
securities underlying such repurchase agreement have been transferred by book
entry into the Account of the Custodian maintained with such Securities System
or Domestic Subcustodian, so long as such payment instructions to the Securities
System or Domestic Subcustodian require that the Securities System or Domestic
Subcustodian may make payment of such funds to the other party to the repurchase
agreement only upon transfer by book-entry of the securities underlying the
repurchase agreement into the Account. In the case of time deposits, call
account deposits, currency deposits, and other deposits, contracts or options
pursuant to Sections 3.08, 3.09, 3.11 and 3.12, the Custodian may not make
payment therefor without receiving an instrument or other document evidencing
said deposit except in accordance with standard industry practice.

          (b) Upon receipt of Proper Instructions, the Custodian shall make
delivery of securities that have been sold for the account of a Fund or Series,
but only: (i) against payment therefor (1) in the form of cash, by a certified
check, bank cashier's check, bank credit, or bank wire transfer, (2) by credit
to the Account of the Custodian with a clearing corporation of a national
securities exchange of which the Custodian is a member, or (3) by credit to the
Account of the Custodian with a Securities System subject to final end-of-day
settlement in accordance with the rules of the applicable Securities System; or
(ii) otherwise in accordance with (1) Proper Instructions, (2) applicable law,
(3) generally accepted trading practices, or (4) the terms of any instrument
representing the sale.

                                       10



          (c)  In the case of the purchase or sale of securities the settlement
of which occurs outside of the United States or the receipt of which and payment
therefor take place in different countries, such securities shall be delivered
and paid for in accordance with local custom and practice generally accepted by
Institutional Clients in the applicable country or countries. In the case of
securities held in physical form, if standard industry practice in the country
so requires, such securities shall be delivered and paid for in accordance with
"street delivery custom" to a broker or its clearing agent (for example, against
delivery to the Custodian or a Subcustodian of a receipt for such securities)
provided that the Custodian shall take reasonable steps (which shall not include
the institution of legal proceedings except pursuant to Section 6.03(c)) in its
discretion to seek to ensure prompt collection of the payment for, or the return
of, such securities by the broker or its clearing agent.

          (d)  The Custodian will effect book entries on a "contractual
settlement date accounting" basis as described below with respect to the
settlement of trades in those markets where the Custodian generally offers
contractual settlement date accounting and will notify the Board, any Directing
Fiduciary and the applicable investment manager of those markets from time to
time.

          (i)  Sales: On the settlement date for a sale, the Custodian will
               credit the applicable Fund's cash account with the proceeds of
               the sale and transfer the relevant securities to an account at
               the Custodian pending settlement of the trade where not already
               delivered. Such credit will be provided regardless of whether or
               not the Custodian or the Fund has physical possession of a
               security that is on loan.

          (ii) Purchases: On the settlement date for the purchase (or earlier,
               if market practice requires delivery of the purchase price before
               the settlement date),

                                       11



          the Custodian will debit the applicable Fund's cash account for the
          settlement amount and credit a separate account at the Custodian. The
          Custodian then will post the Fund's securities account as awaiting
          receipt of the expected securities. The Fund will not be entitled to
          the securities that are awaiting receipt until the Custodian or a
          Subcustodian actually receives them.

The Custodian reserves the right to restrict in good faith the availability of
contractual settlement date accounting for credit or operational reasons. If in
its reasonable opinion it determines that a transaction will not settle, the
Custodian may upon oral or written notification to the applicable investment
manager reverse any debit or credit made pursuant to this subsection prior to a
transaction's actual settlement and the Custodian or the Fund, as the case may
be, will return without interest the proceeds credited or debited and, to the
extent such reversal results in an overdraft by the Fund, the Fund will bear the
cost of such overdraft in accordance with procedures agreed with the Custodian
from time to time. The Board acknowledges that the procedures described in this
sub-section are of an administrative nature, and the Custodian does not
undertake to make loans and/or securities available to the Funds. With respect
to any sale or purchase transaction that is not posted to the Fund's account on
the contractual settlement date as referred to in this Subsection, the Custodian
will post the transaction on the date on which the cash or securities received
as consideration for the transaction is actually received by the Custodian.

     Section 3.04. Exchanges of Securities. Upon receipt of Proper Instructions,
the Custodian shall, to the extent permitted by applicable law and in accord
with standard industry practice in the relevant market, exchange securities held
by the Custodian for the account of any

                                       12



Fund or Series for other securities in connection with any reorganization,
recapitalization, stock split, change of par value, conversion or other event
relating to the securities or the issuer of such securities, and to deposit any
such securities in accordance with the terms of any reorganization or protective
plan. With respect to tender or exchange offers, the Custodian shall transmit
promptly to the relevant investment manager(s) of a Fund all written information
actually received by the Corporate Actions Department or other applicable
department of the Custodian, or from a Subcustodian, an Eligible Securities
Depository, or a Securities System, or directly from issuers of the securities
whose tender or exchange is sought and from the parties (or their agents) making
the tender or exchange offer. If the Fund desires to take action with respect to
any tender offer, exchange offer, or any other similar transaction, an
Authorized Person of the Fund shall notify the Custodian prior to the date on
which the Custodian is to take such action. Without receiving such instructions,
the Custodian may surrender securities in temporary form for definitive
securities, may surrender securities for transfer into a name or nominee name as
permitted in Section 3.02(b), and may surrender securities for a different
number of certificates or instruments representing the same number of shares or
same principal amount of indebtedness, provided that the securities to be issued
will be delivered to the Custodian or nominee of the Custodian and further
provided that the Custodian shall, consistent with local market practice, at the
time of surrendering the securities or instruments (i) receive a receipt or
other instrument or document evidencing the ownership thereof or (ii) take other
reasonable steps to seek to ensure proper delivery of the securities and
adequate protection of a Fund's ownership interest in the securities.

     Section 3.05. Depositary Receipts. Upon receipt of Proper Instructions, the
Custodian shall instruct a Subcustodian appointed pursuant to Article V hereof
to surrender securities to the depositary that holds securities of an issuer
that are represented by DRs for such securities

                                       13



against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian that the depositary has
acknowledged receipt of instructions to issue DRs with respect to such
securities in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian at such place as the Custodian may from time to time
designate.

     Upon receipt of Proper Instructions, the Custodian shall surrender DRs to
the issuer thereof against a written receipt therefor adequately describing the
DRs surrendered and written evidence satisfactory to the Custodian that the
issuer of the DRs has acknowledged receipt of instructions to cause its
depositary to deliver the securities underlying such DRs to a Subcustodian.

     Section 3.06. Exercise of Rights; Tender Offers. Upon receipt of Proper
Instructions, the Custodian shall deliver to the issuer or trustee thereof, or
to the agent of either, warrants, puts, calls, rights or similar securities, for
the purpose of being exercised or sold, provided that the new Property, if any,
acquired by such action is to be delivered to the Custodian, and, upon receipt
of Proper Instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration for such securities is to be paid or
delivered to the Custodian, or the tendered securities are to be returned to the
Custodian. Notwithstanding any provision of this Agreement to the contrary, the
Custodian shall take all commercially reasonable action, unless otherwise
directed to the contrary in Proper Instructions, to comply with the terms of all
mandatory or compulsory exchanges, calls, tenders, redemptions, or similar
rights of security ownership of which the Custodian has actual knowledge, and
shall promptly notify the relevant investment manager(s) of the applicable Fund
of such action in writing by facsimile transmission or in such other manner as
such Fund and the Custodian may agree in writing.

                                       14



     Section 3.07. Stock Dividends, Rights, Etc. The Custodian shall receive and
collect all stock dividends, rights, foreign tax reclaims and other items of a
like nature, and deal with the same pursuant to Proper Instructions relative
thereto. Custodian duties and obligations under this Section 3.07 may from time
to time be limited by written agreement between the Custodian and a Fund or
Series. With respect to securities held by the Custodian in street name,
Custodian's duties and obligations under this Section 3.07 shall be limited to
those stock dividends, foreign tax reclaims and other items of a like nature
that the Custodian is able, using commercially reasonable methods (which shall
not include the institution of legal proceedings except pursuant to Section
6.03(c)) in its discretion, to receive and collect from the record holders of
such securities. The Custodian's further duties and obligations with respect to
tax reclaims shall be as set forth in Schedule C hereto.

     Section 3.08. Options. Upon receipt of Proper Instructions and in
accordance with the provisions of any agreement among the Custodian, any
registered broker-dealer and, if necessary, a Fund on its own behalf or on
behalf of any applicable Series relating to compliance with the rules of the
Options Clearing Corporation or of any registered national securities exchange
or similar organization(s), the Custodian shall: (i) receive and retain
confirmations or other documents, if any, evidencing the purchase or writing of
an option on a security or securities index by the applicable Fund or Series;
(ii) deposit and maintain Property in a Segregated Account; and (iii) pay,
release and/or transfer such Property in accordance with notices or other
communications evidencing the expiration, termination or exercise of such
options furnished by the Options Clearing Corporation, the securities or options
exchange on which such options are traded, or such other organization as may be
responsible for handling such option transactions. Each Fund or Series
(severally and not jointly) and the broker-dealer shall be responsible for the
sufficiency of assets held in any Segregated Account established in

                                       15



compliance with applicable margin maintenance requirements and the performance
of other terms of any option contract, or releases of the Commission or
interpretive positions of the Commission staff.

     Section 3.09. Futures Contracts. Upon receipt of Proper Instructions, or
pursuant to the provisions of any Procedural Agreement among a Fund, the
Custodian, and any futures commission merchant regarding "margin," the Custodian
shall: (i) receive and retain confirmations, if any, evidencing the purchase or
sale of a futures contract or an option on a futures contract by the applicable
Fund; (ii) segregate and maintain in a Segregated Account Property designated as
initial, maintenance or variation margin deposits intended to secure the
performance by the applicable Fund or Series of its obligations under any
futures contracts purchased or sold or any options on futures contracts written
by the Fund, in accordance with the provisions of any Procedural Agreement
designed to comply with the rules of the Commodity Futures Trading Commission
and/or any commodity exchange or contract market (such as the Chicago Board of
Trade), or any similar organization(s), regarding such margin deposits; and
(iii) release assets from and/or transfer assets into such margin accounts only
in accordance with any such Procedural Agreement. Alternatively, the Custodian
may deliver assets in accordance with Proper Instructions to a futures
commission merchant for purposes of the margin requirements in accordance with
Rule 17f-6 under the Investment Company Act. If delivery is made in accordance
with Proper Instructions, Custodian shall be deemed to have acted in accordance
with Rule 17f-6. Each Fund or Series (severally and not jointly) and such
futures commission merchant shall be responsible for the sufficiency of assets
held in the Segregated Account in compliance with applicable margin maintenance
requirements and the performance of any futures contract or option on a futures
contract in accordance with its terms.

                                       16



     Section 3.10. Borrowings. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of any Fund or Series thereof to lenders or
their agents or otherwise establish a Segregated Account at the Custodian as
agreed to by the applicable Fund or Series and the Custodian and, where
applicable, any third-party lender, as collateral for borrowings effected by
such Fund, provided that such borrowed money is payable to or upon the
Custodian's order as Custodian for the applicable Fund and concurrently with the
delivery of such securities.

     Section 3.11. Interest Bearing Deposits. Upon receipt of Proper
Instructions directing the Custodian to purchase Interest Bearing Deposits for
the account of a Fund or Series, the Custodian shall purchase such Interest
Bearing Deposits in the name of the Custodian on behalf of the applicable Fund
or Series with such Banking Institutions and in such amounts as the applicable
Fund or Series may direct pursuant to Proper Instructions. Such Interest Bearing
Deposits may be denominated in U.S. dollars or other currencies, as the
applicable Fund or Series may determine and direct pursuant to Proper
Instructions. The Custodian shall include in its records with respect to the
assets of each Fund or Series appropriate notation as to the amount and currency
of each such Interest Bearing Deposit, the accepting Banking Institution and all
other appropriate details, and shall receive and retain such forms of advice or
receipt, if any, evidencing such Interest Bearing Deposit as may be forwarded to
the Custodian by the Banking Institution. The Custodian shall not be liable
under this Agreement for the default by an issuer of any Interest Bearing
Deposit, even if such issuer is an affiliate. Nothing in the foregoing sentence
is intended to relieve an issuer of Interest Bearing Deposits of its obligations
with respect to any such Interest Bearing Deposit or limit any Fund's ability to
enforce its rights under such Interest Bearing Deposit.

     With respect to Interest Bearing Deposits other than those accepted on the
Custodian's books (i) the Custodian shall be responsible for the collection of
income as set forth in Section

                                       17



3.14 and the transmission of cash and instructions to and from such Interest
Bearing Deposit; and (ii) except upon the request of a Fund and as agreed by the
Custodian, the Custodian shall have no duty with respect to the selection of the
Banking Institution. So long as the Custodian and its agents (including
Subcustodians) act in accordance with Proper Instructions in a manner that
comports with the Standard of Care and provided there has been no fraud, willful
default or willful misconduct by the Custodian or its agents (including
Subcustodians), the Custodian shall have no responsibility for the failure of
such Banking Institution to pay upon demand. As mutually agreed from time to
time by a Fund and the Custodian, the Custodian shall be responsible for the
prudent selection and monitoring of a Banking Institution. The Custodian shall
not be liable for the insolvency of any Banking Institution that is not a branch
or Affiliate of the Custodian. Notwithstanding the foregoing, if the Fund and
the Custodian have agreed that the Custodian shall be responsible for the
prudent selection and monitoring of a Banking Institution and the Custodian has
not prudently selected or monitored such Banking Institution and such Banking
Institution later becomes insolvent, the Custodian shall be liable for losses
related to such insolvency to the extent they were reasonably preventable had
the Custodian prudently selected or monitored such Banking Institution. Upon
receipt of Proper Instructions, the Custodian shall take such commercially
reasonable actions as the applicable Fund deems necessary or appropriate to
cause each such Interest Bearing Deposit to be insured to the maximum extent
possible by all applicable deposit insurers including, without limitation, the
Federal Deposit Insurance Corporation (it being understood and acknowledged that
such deposits are not eligible for "pass-through" insurance).

     Section 3.12. Foreign Exchange Transactions.

               (a) Foreign Exchange Transactions Other Than as Principal. Upon
receipt of Proper Instructions, the Custodian shall settle foreign exchange
contracts or options to purchase

                                       18



and sell foreign currencies for spot and future delivery on behalf of and for
the account of a Fund or Series with such currency brokers or Banking
Institutions as the applicable Fund or Series may determine and direct pursuant
to Proper Instructions. The Custodian shall be responsible for the transmission
of cash to and receipt of cash from the currency broker or Banking Institution
with which the contract or option is made, the safekeeping of all certificates
and other documents and agreements delivered to the Custodian or a Subcustodian
evidencing or relating to such foreign exchange transactions and the maintenance
of proper records as set forth in Section 3.25. Except as agreed upon in writing
by the Custodian and a Fund from time to time, the Custodian shall have no duty
under this Section 3.12(a) with respect to the selection of the currency brokers
or Banking Institutions with which the Fund or a Series deals or, so long as the
Custodian acts in accordance with Proper Instructions, for the failure of
selected brokers or Banking Institutions to comply with the terms of any
contract or option.

          (b) Foreign Exchange Contracts as Principal. The Custodian shall not
be obligated to enter into foreign exchange transactions as principal. However,
if the Custodian has made available to a Fund its services as a principal in
foreign exchange transactions, upon receipt of Proper Instructions, the
Custodian shall, only to the extent permitted by applicable law (including the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")), enter as
principal into foreign exchange contracts or options to purchase and sell
foreign currencies for spot and future delivery on behalf of and for the account
of a Fund or Series. When acting as principal, the Custodian shall be
responsible for the prudent selection of the currency brokers or Banking
Institutions and the failure of such currency brokers or Banking Institutions to
comply with the terms of any contract or option. In cases where the Custodian,
or its subsidiaries, Affiliates, or Subcustodians enter into a separate master
foreign exchange contract with a Fund that covers foreign exchange transactions
for an Account, the terms and

                                       19



conditions of that foreign exchange contract, and, to the extent not
inconsistent, this Agreement, shall apply to such transactions.

     Section 3.13. Securities Loans. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of any Fund in connection with loans of
securities by such Fund, to the borrower thereof or a securities lending agent
identified by the Fund, upon, or, upon Proper Instructions, prior to, the
receipt of cash collateral, if any, for such borrowing. In the event U.S.
Government securities are to be used as collateral, the Custodian will not
release the securities to be loaned until it has received confirmation that such
collateral has been delivered to the Custodian. The Custodian and each Fund
understand that the timing of receipt of such confirmation will normally require
that the delivery of securities to be loaned will be made one day after receipt
of collateral in the form of U.S. Government securities. To the extent the
Custodian acts as lending agent for a Fund, each party's duties and obligations
with respect to that arrangement will be governed by a separate written
agreement mutually agreed upon by the Fund and the Custodian.

     Section 3.14. Collections. (a) The Custodian will credit the applicable
Fund's cash account with income and redemption proceeds on securities in
accordance with the times notified by the Custodian from time to time on or
after the anticipated payment date (but in no case later than the date of actual
receipt of such payment by the Custodian), net of any taxes that are withheld by
the Custodian or any third party. Where no time is specified for a particular
market, income and redemption proceeds from securities will be credited only
after actual receipt and reconciliation. The Custodian may reverse such credits
upon oral or written notification to the applicable investment manager if the
Custodian in its reasonable opinion believes that the corresponding payment will
not be received by the Custodian within a reasonable period or such credit was
incorrect.

                                       20



         (b) Consistent with standard industry practice in the applicable
market, the Custodian shall, and shall cause any Subcustodian to, take all
commercially reasonable steps (which shall not include the institution of legal
proceedings except pursuant to Section 6.03(c)) at its discretion to: (i)
collect amounts due and payable to each Fund or Series with respect to portfolio
securities and other assets of each such Fund or Series; (ii) promptly credit to
the Account of each applicable Fund or Series all income and other payments
relating to portfolio securities and other assets held by the Custodian
hereunder no later than upon Custodian's receipt of such income or payments or
as otherwise agreed in writing by the Custodian and the applicable Fund; (iii)
promptly endorse and deliver any instruments required by standard industry
practice in each market to effect such collections; and (iv) pursuant to Proper
Instructions, promptly execute ownership and other certificates and affidavits
for all federal, state and foreign tax purposes in connection with receipt of
income, capital gains or other payments with respect to portfolio securities and
other assets of each applicable Fund or Series, or in connection with the
purchase, sale or transfer of such securities or other assets. The Custodian
shall promptly notify each applicable Fund and the relevant investment managers
of each such Fund in accordance with standard operating procedures if any amount
payable with respect to portfolio securities or other assets of the Fund or
Series is not received by the Custodian when due. Unless otherwise agreed with a
Fund, the Custodian shall not be responsible for the collection of amounts due
and payable with respect to portfolio securities or other assets that are in
default. With respect to amounts due and payable on portfolio securities held by
the Custodian in street name, Custodian's duties and obligations under this
Section 3.14 shall be limited to the collection of amounts of which Custodian
has actual knowledge and that it is able, using commercially reasonable methods,
to collect from the record holder of such securities. Subject to the provisions
of any separate written agreement entered into by the Custodian and a Fund
pursuant

                                       21



to Section 3.13, income due each Fund or Series on securities loaned shall be
the responsibility of such Fund or Series, provided that the Custodian shall use
all commercially reasonable methods to assist the Fund or Series to collect such
income.

     Section 3.15. Dividends, Distributions and Redemptions. Upon receipt of
Proper Instructions, the Custodian shall promptly release funds or securities to
the Shareholder Servicing Agent or otherwise apply funds or securities, insofar
as available, for the payment of dividends or other distributions to Fund
shareholders and unitholders. Upon receipt of Proper Instructions, the Custodian
shall release funds or securities, insofar as available, to the Shareholder
Servicing Agent or as such Shareholder Servicing Agent shall otherwise instruct
for payment to Fund shareholders and unitholders who have delivered to such
Shareholder Servicing Agent a request for repurchase or redemption of their
Shares of such Fund.

     Section 3.16. Proceeds from Shares Sold. The Custodian shall receive funds
representing cash payments received for Shares issued or sold from time to time
by a Fund or Series and shall promptly credit such funds to the Account(s) of
the applicable Fund or Series. The Custodian shall promptly notify each
applicable Fund or Series and the relevant investment manager(s) of such Fund or
Series of the Custodian's receipt of cash in payment for Shares issued by such
Fund or Series by facsimile transmission or in such other manner as the Fund or
Series and the Custodian may agree in writing. Upon receipt of Proper
Instructions, the Custodian shall: (i) deliver all federal funds received by the
Custodian in payment for Shares in payment for such investments as may be set
forth in such Proper Instructions and at a time agreed upon between the
Custodian and the applicable Fund or Series; and (ii) make federal funds
received by the Custodian available to the applicable Fund or Series as of
specified times agreed upon from time to time by the applicable Fund or Series
and the Custodian, in the amount

                                       22



received in payment for Shares which are deposited to the Accounts of each
applicable Fund or Series.

     Section 3.17. Proxies, Notices, Etc. The Custodian shall provide each Fund
or Series with proxy services in accordance with the terms and conditions set
forth in Schedule D to this Agreement.

     Section 3.18. Bills and Other Disbursements. Upon receipt of Proper
Instructions, the Custodian shall pay or cause to be paid, insofar as funds are
available for the purpose, bills, statements, or other obligations of each Fund
or Series.

     Section 3.19. Nondiscretionary Functions. The Custodian shall attend to all
non-discretionary details in connection with the sale, exchange, substitution,
purchase, transfer or other dealings with securities or other assets of each
Fund held by the Custodian, except as otherwise directed from time to time
pursuant to Proper Instructions.

     Section 3.20. Bank Accounts.

          (a) Accounts with the Custodian and any Subcustodians. The Custodian
shall open and operate a Bank Account on the books of the Custodian or any
Subcustodian or a Banking Institution other than the Custodian or any
Subcustodian provided that such Bank Account(s) shall be in the name of the
Custodian or a nominee of the Custodian, for the account of a Fund or Series,
and shall be subject only to the draft or order of the Custodian; provided,
however, that such Bank Accounts in countries other than the United States may
be held in an Account of the Custodian containing only assets held by the
Custodian as a fiduciary or custodian for customers, and provided further, that
the records of the Custodian shall indicate at all times the Fund or other
customer for which Property is held in such Account and the respective interests
therein. Such Bank Accounts may be denominated in either U.S. Dollars or other
currencies. Except upon the request of a Fund and as agreed by the Custodian,
the

                                       23



Custodian shall have no duty with respect to the selection of a Banking
Institution. As mutually agreed from time to time by a Fund and the Custodian,
the Custodian shall be responsible for the prudent selection and monitoring of a
Banking Institution.

          (b) Deposit Insurance. Upon receipt of Proper Instructions, the
Custodian shall take such commercially reasonable actions as the applicable Fund
deems necessary or appropriate to cause each deposit account established by the
Custodian pursuant to this Section 3.20 to be insured to the maximum extent
possible by all applicable government deposit insurers including, without
limitation, the Federal Deposit Insurance Corporation.

     Section 3.21. Deposit of Fund Assets in Securities Systems. The Custodian
may deposit and/or maintain securities owned by a Fund or Series in a Securities
System provided that such Fund's Board, to the extent required by the Investment
Company Act, has specifically approved such Securities System prior to its use.
Use of a Securities System shall be in accordance with applicable Federal
Reserve Board and Commission rules and regulations, if any, and Custodian's
duties and obligations with respect to securities deposited or maintained
therein will at all times be subject to the rules and procedures of the
applicable Securities System. To the extent permitted by the foregoing, use of a
Securities System shall also be subject to the following provisions:

          (a) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Subcustodians appointed by the Custodian
(provided that any such Subcustodian shall be qualified to act as a custodian of
such Fund pursuant to the Investment Company Act and the rules and regulations
thereunder), in a Securities System provided that such securities are
represented in an Account of the Custodian or such Subcustodian in the
Securities System, which Account shall not include any assets of the Custodian
or Subcustodian

                                       24



other than assets held as a fiduciary, custodian, or otherwise for customers and
shall be so designated on the books and records of the Securities System.

          (b) The Securities System shall be obligated to comply with the
directions of the Custodian or Subcustodian, as the case may be, with respect to
the securities held in such Account.

          (c) Each Fund or Series hereby designates the Custodian, or the
Custodian's or Securities System's nominee, as the case may be, as the party in
whose name or nominee name any securities deposited by the Custodian in the
Account at the Securities System are to be registered.

          (d) The books and records of the Custodian with respect to securities
of a Fund or Series that are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund or Series.

          (e) Upon receipt of Proper Instructions and subject to the provisions
of Section 3.03, the Custodian shall pay for securities purchased for the
account of any Fund or Series upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account of the
Custodian, and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of such Fund or Series. The
Custodian shall transfer securities sold for the account of any Fund or Series
upon (i) receipt of an advice from the Securities System that payment for such
securities has been transferred to the Account of the Custodian, and (ii) the
making of an entry on the records of the Custodian to reflect such transfer and
payment for the account of such Fund or Series. Copies of all advices from the
Securities System of transfers of securities for the account of a Fund or Series
shall identify the Fund or Series, be maintained for the Fund or Series by the
Custodian or Subcustodian as referred to in Section 3.21(a), and be provided to
the Fund or Series at its

                                       25



request. The Custodian shall furnish to each Fund or Series and to the relevant
investment managers for each Fund or Series confirmation of each transfer to or
from the account of such Fund or Series in the form of a written report or
notice and shall furnish to each Fund or Series and to the relevant investment
managers for each Fund or Series copies of daily transaction reports reflecting
each day's transactions in the Securities System for the account of that Fund or
Series on the next succeeding Business Day. Such transaction reports shall be
delivered to each applicable Fund or Series and to the relevant investment
managers for each Fund or Series, or any Subcustodian designated by such Fund or
Series, pursuant to Proper Instructions by computer or in any other manner as
such Fund or Series and the Custodian may agree in writing.

          (f) The Custodian shall provide each Fund with any report obtained by
the Custodian or Subcustodian as referred to in Section 3.21(a) on the
Securities System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the Securities System.

          (g) Upon receipt of Proper Instructions, the Custodian shall terminate
the use of any such Securities System on behalf of that Fund or Series as
promptly as practicable and shall take all actions reasonably practicable to
safeguard the securities of any Fund or Series maintained with such Securities
System.

     Section 3.22. Maintenance of Assets in Underlying Systems. The Custodian
may maintain securities owned by each Fund or Series by book-entry in an
Underlying System provided that the Custodian's books and records identify the
specific type and amount of securities so held and the Custodian reconciles
those records against the book-entry records of the Underlying System on a
monthly basis.

     Section 3.23. Other Transfers. Upon receipt of Proper Instructions, the
Custodian shall deliver securities, funds and other Property of each Fund to a
Subcustodian or another custodian

                                       26



of such Fund; and, upon receipt of Proper Instructions, make such other
disposition of securities, funds or other Property of such Fund in a manner
other than, or for purposes other than, as enumerated elsewhere in this
Agreement, provided that Proper Instructions relating to such disposition shall
include a statement of the amount of securities to be delivered and the name of
the person or persons to whom delivery is to be made.

     Section 3.24. Establishment of Segregated Account(s). Upon receipt of
Proper Instructions, the Custodian shall establish and maintain on its books a
Segregated Account for and on behalf of a Fund or Series in which Segregated
Account may be held Property of such Fund or Series, including securities
maintained by the Custodian in a Securities System pursuant to Section 3.21
hereof, said Segregated Account to be maintained: (i) for the purposes set forth
in Section 3.08, 3.09, and 3.10, hereof; (ii) for the purposes of compliance by
the Fund with the procedures required by Investment Company Act Release No.
10666 (pub. avail. Apr. 18, 1979), or any subsequent release or releases of the
Commission relating to the maintenance of Segregated Accounts by registered
investment companies, or (iii) for any other lawful purposes as may be deemed
necessary by the Fund.

     Section 3.25. Custodian's Books and Records. The Custodian shall provide
any assistance reasonably requested by a Fund in the preparation of reports to
such Fund's shareholders, unitholders and others, audits of accounts, and other
ministerial matters of like nature. Subject to Section 9.15, the Custodian shall
maintain complete and accurate records with respect to all matters covered by
this Agreement (including but not limited to securities and other assets held
for the account of each Fund or Series) so as to comply with the provisions of
the Investment Company Act as well as the rules and regulations of the
Commission applicable to investment companies registered under the Investment
Company Act and the provisions of Rule 204-2 of the Commission promulgated under
the Investment Advisers Act of 1940, including,

                                       27



without limitation: (i) journals or other records of original entry containing a
detailed and itemized daily record of all receipts and deliveries of securities
(including certificate and transaction identification numbers, if any), and all
receipts and disbursements of cash; (ii) ledgers or other records reflecting (1)
securities in transfer, (2) securities in physical possession, (3) securities
borrowed, loaned or collateralizing obligations of each Fund, (4) monies
borrowed and monies loaned (together with a record of the collateral therefor
and substitutions of such collateral), (5) dividends and interest received, (6)
the amount of tax withheld by any person in respect of any collection made by
the Custodian or any Subcustodian, and (7) the amount of reclaims or refunds for
foreign taxes paid; and (iii) canceled checks and bank records related thereto.
The Custodian shall keep such other books and records of each Fund or Series as
such Fund or Series shall reasonably request and Custodian shall agree, which
agreement shall not be unreasonably withheld. All such books and records
maintained by the Custodian shall be maintained in a form acceptable to the
applicable Fund or Series and in compliance with the rules and regulations of
the Commission, including, but not limited to, books and records required to be
maintained by Section 31(a) of the Investment Company Act and the rules and
regulations from time to time adopted thereunder. All books and records
maintained by the Custodian pursuant to this Agreement shall at all times be
available upon reasonable prior notice during normal business hours for
inspection and use by such Fund or Series and its agents, including, without
limitation, its independent certified public accountants. Notwithstanding the
preceding sentence, no Fund or Series shall take any actions or cause the
Custodian to take any actions that would cause the Custodian, either directly or
indirectly, to violate any applicable laws, regulations or orders.

     Section 3.26. Opinion of Fund's Independent Certified Public Accountants.
The Custodian shall take all commercially reasonable actions as a Fund may
request to obtain from

                                       28



year to year favorable opinions from such Fund's independent certified public
accountants with respect to the Custodian's activities.

     Section 3.27. Reports by Independent Certified Public Accountants. At the
request of a Fund, the Custodian shall deliver to such Fund a written report
prepared by the Custodian's independent certified public accountants with
respect to the custodial services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting controls and procedures for safeguarding Property, including
Property deposited and/or maintained in a Securities System or Eligible
Securities Depository or with a Subcustodian. Such report shall be of sufficient
scope and in sufficient detail as may reasonably be required by any Fund and as
may reasonably be obtained by the Custodian. Delivery by the Custodian of its
then current SAS 70 Report shall constitute compliance with this Section 3.27.

     Section 3.28. Overdrafts. In the event that the Custodian is directed by
Proper Instructions to make any payment or transfer of funds on behalf of a Fund
for which there are, at the close of business on the date of such payment or
transfer, insufficient funds held by the Custodian on behalf of such Fund, the
Custodian may, in its discretion and only to the extent permitted by applicable
law (including ERISA and national banking law), provide an Overdraft to the
applicable Fund, in an amount sufficient to allow the completion of such
payment. Overdrafts may also arise by reason of the Custodian's reversal of any
provisional credit extended to a Fund. Any Overdraft provided hereunder (i)
shall be payable on demand or at such time as shall be agreed upon by the
applicable Fund and the Custodian; and (ii) shall accrue interest from the date
of the Overdraft to the date of payment in full by the applicable Fund at a rate
agreed upon in writing, from time to time, by the Custodian and the applicable
Fund. The Custodian and each Fund acknowledge that the purpose of such
Overdrafts is to support on a

                                       29



temporary basis the purchase or sale of securities for prompt delivery in
accordance with the terms hereof, or to meet emergency cash needs not reasonably
foreseeable by such Fund. The Custodian shall promptly provide an Overdraft
Notice of any Overdraft by facsimile transmission or in such other manner as
such Fund and the Custodian may agree in writing. If, pursuant to Proper
Instructions, a Fund or Series requests the Custodian to take any action with
respect to securities, which action involves the payment of money or which
action may, in the reasonable opinion of the Custodian, result in the Custodian
or its nominee assigned to the Fund or Series being liable for the payment of
money or incurring liability in some other form, the Fund, or the Fund on behalf
of a Series, shall, as a prerequisite to the Custodian agreeing to take such
action, provide indemnity to the Custodian in an amount and form satisfactory to
the Fund and the Custodian.

     Section 3.29. Reimbursement for Advances. If, in carrying out Proper
Instructions, the Custodian advances cash or securities or makes any payment
from Custodian's own funds for any purpose for the benefit of a Fund or Series,
including the purchase or sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as may arise from
the Custodian's or its nominee's own fraud, willful default, willful misconduct
or breach of the Standard of Care, any Property held for the account of that
Fund or Series shall be security for such advance or payment in an amount not to
exceed the amount of such advance or payment. If the applicable Fund or Series
fails to promptly repay the advance, the Custodian shall be entitled to use such
Fund's or Series' available cash and to dispose of the Property of such Fund or
Series to the extent necessary to obtain reimbursement in full for the amount of
such advance or payment. The security interest granted to the Custodian under
this Section 3.29 shall apply to all advances provided by the Custodian to a
Fund or Series,

                                       30



including Overdrafts as defined in Section 1.20 and intraday overdrafts that
arise and are settled during the same Business Day, for the period during which
any such advance remains outstanding. Notwithstanding the foregoing, no security
is granted hereunder to the Custodian with respect to a Fund which is a
registered investment company if the grant of such security would result in a
"senior security" as that term is used under Section 18 of the Investment
Company Act.

     Section 3.30. Claims. The Custodian agrees that all claims upon a Fund with
respect to subjects covered, if any, by the attached Schedule E shall be made in
accordance with Schedule E. In the event that the Custodian needs to make a
claim against a Fund pursuant to Schedule E, the Custodian must make such claim
within the period specified in Exhibit E, or within such other period as may be
mutually agreed upon from time to time by the Custodian and a Fund. Claims not
covered by Schedule E shall be made within such period as may be mutually agreed
upon from time to time by the Custodian and a Fund. The applicable Fund will
research the cause and make payment if applicable, or forward the claim to the
appropriate party.

                                  ARTICLE IV.

                     PROPER INSTRUCTIONS AND RELATED MATTERS

     Section 4.01. Proper Instructions.

         (a) Oral Communications. Proper Instructions in the form of oral
communications shall be confirmed on the same day as such instructions are given
by the applicable Fund or Series by tested telex or in a writing (including a
facsimile transmission) signed or initialed by or on behalf of the applicable
Fund or Series by one or more Authorized Persons. The Custodian shall subject
all Proper Instructions to a commercially reasonable authentication procedure.
Each Fund and the Custodian are hereby authorized to record any and all
telephonic or other oral instructions communicated to the Custodian.

                                       31



          (b) Form of Proper Instructions. Proper Instructions may relate to
specific transactions or to types or classes of transactions, and may be in the
form of standing instructions. Proper Instructions may be transmitted
electronically or by computer, provided that a Fund or Series has followed any
relevant security procedures agreed to from time to time by the Fund and the
Custodian. Each Fund shall be responsible for safeguarding any testkeys,
identification codes or other security devices that the Custodian makes
available to the Fund. A communication is not a Proper Instruction unless it
includes all information necessary to permit the Custodian to act on such
instruction in accordance with its duties and obligations hereunder. The
Custodian will promptly notify the sender of an instruction if it believes that
an instruction is not a Proper Instruction. Subject to it and its agents
(including Subcustodians) exercising the Standard of Care, complying with the
provisions of this agreement and there being no fraud, willful default or
willful misconduct by the Custodian or its agents (including Subcustodians), the
Custodian shall be without liability for relying on any instruction, including
any instruction transmitted via facsimile, that it reasonably believes after
appropriate authentication to be a Proper Instruction.

          (c) Address for Proper Instructions. Proper Instructions shall be
delivered to the Custodian at the address and/or telephone, telecopy or telex
number, or appropriate electronic address, agreed upon from time to time by the
Custodian and the applicable Fund.

     Section 4.02. Authorized Persons. All persons authorized in writing by each
Fund or Series to give Proper Instructions (as defined in Section 1.24) or any
other notice, request, direction, instruction, certificate or instrument on
behalf of a Fund or a Series shall be Authorized Persons. The Board of a Fund
and any investment managers hired by a Fund (and their employees to the extent
provided in the following sentence) shall be considered Authorized Persons
unless the Custodian is otherwise notified in writing by the Board of a Fund or
its

                                       32



delegate. Officers of a Fund, employees of a Trustee and employees of investment
managers shall be considered Authorized Persons only to the extent, the Board,
the Trustee or an investment manager which is an Authorized Person has provided
a written certificate to the Custodian setting forth the names, titles,
signatures and scope of authority (if limited) of each employee intended to be
an Authorized Person of such Fund (each a "Certificate"). At least annually, the
Custodian shall be required to obtain written representations from all
investment managers utilized by a Fund that the certificate provided by such
manager is current and complete. Such certificates may be accepted and relied
upon by the Custodian as conclusive evidence of the facts set forth therein and
shall be considered to be in full force and effect until the earlier of (i)
twelve months following the date of the most recent certificate by such
investment manager and (ii) the date of delivery to the Custodian of a written
notice by such investment manager modifying such certificate to the contrary.
Upon delivery of a written notice that deletes the name(s) of a one or more
persons previously authorized to give Proper Instructions, such persons shall no
longer be considered an Authorized Person or authorized to issue Proper
Instructions and the Custodian shall promptly notify entity delivering such new
notice of any outstanding notice, request, direction, instruction, certificate
or instrument(s) signed by any such deleted person on behalf of such Fund(s).

     Section 4.03. Persons Having Access to Assets of the Fund or Series.
Notwithstanding anything to the contrary contained in this Agreement, no
Authorized Person, Director, Trustee, officer, employee of any Fund or Series
shall have physical access to the assets of the Fund or Series held by the
Custodian nor shall the Custodian deliver any assets of such Fund or Series for
delivery to an account the Custodian knows or should know to be the account of
such person; provided, however, that nothing in this Section 4.03 shall prohibit
(i) any Authorized Person from giving Proper Instructions so long as such action
does not result in delivery of or access to

                                       33



assets of any Fund or Series prohibited by this Section 4.03; or (ii) each
Fund's independent certified public accountants from examining or reviewing the
assets of the Fund or Series held by the Custodian. Notwithstanding the
foregoing, an authorized payment of fees for services or expenses to any person
listed in the first sentence of this Section 4.03 shall not be prohibited by
this Section.

     Section 4.04. Actions of Custodian Based on Proper Instructions. So long as
and to the extent that the Custodian acts in accordance with (a) Proper
Instructions and (b) the terms of this Agreement, the Custodian shall not be
responsible for the title, validity or genuineness of any property, or evidence
of title thereof, received by it or delivered by it pursuant to this Agreement.

                                   ARTICLE V.

                                  SUBCUSTODIANS

     The Custodian may, from time to time, in accordance with the relevant
provisions of this Article V, select and appoint one or more Domestic
Subcustodians and/or Foreign Subcustodians to act on behalf of a Fund or Series.

     Section 5.01. Domestic Subcustodians. Upon receipt of Proper Instructions
and in accordance therewith, the Custodian may from time to time select and
appoint one or more Domestic Subcustodians to hold and maintain Property of a
Fund or a Series in the United States. The Custodian may also, at any time and
from time to time, without instructions from a Fund or Series, appoint a
Domestic Subcustodian; provided, that, the Custodian shall notify each
applicable Fund in writing of the identity and qualifications of any proposed
Domestic Subcustodian at least thirty (30) days prior to appointment of such
Domestic Subcustodian, and such Fund may, in its sole discretion, by written
notice to the Custodian executed by an Authorized Person disapprove of the
appointment of such Domestic Subcustodian. If, following

                                       34



notice by the Custodian to each applicable Fund regarding appointment of a
Domestic Subcustodian and the expiration of thirty (30) days after the date of
such notice, such Fund shall have failed to notify the Custodian of its
disapproval thereof, the Custodian may, in its discretion, appoint such proposed
Domestic Subcustodian as its Subcustodian.Foreign Subcustodians. The Custodian
may, at any time and from time to time, select and appoint a Foreign
Subcustodian that complies with the requirements for a bank described in
paragraph (a) (2) (ii) (A) (1) of US Department of Labor Regulations at Section
2550.404b-1, subject to the provisions of the 17f-5 Procedures and Guidelines
included in Schedule B attached hereto. Each Foreign Subcustodian and the
countries where it may hold securities and other assets of the applicable Funds
shall be listed on Schedule F attached hereto, as it may be amended from time to
time in accordance with the provisions of Section 9.06 hereof. Each Fund shall
be responsible for informing the Custodian sufficiently in advance of a proposed
investment of the Fund or one of its Series that is to be held in a country in
which no Foreign Subcustodian is authorized to act, in order that there shall be
sufficient time for the Custodian (i) to effect the appropriate arrangements
with a proposed foreign subcustodian or (ii) to determine in its sole discretion
and timely inform the Fund that such appropriate arrangements are not available
through the Custodian. With respect to Funds that contain "plan assets", the
Custodian reserves the right to refuse to accept delivery of securities in
countries and jurisdictions other than those it customarily makes generally
available from time to time to employee benefit plans governed by ERISA. The
Custodian shall give reasonable prior written notice to each Fund with "plan
assets" of any countries or jurisdictions for which it expects to refuse to
accept delivery of securities for the reason stated in the prior sentence.

     Section 5.02. Termination of a Subcustodian. The Custodian shall monitor
each Domestic Subcustodian and Foreign Subcustodian on a continuing basis and
shall take all

                                       35



reasonable actions to ensure that each such Subcustodian performs all of its
obligations in accordance with the terms and conditions of the subcustodian
agreement between the Custodian and such Subcustodian. In the event that the
Custodian determines that a Subcustodian has failed to substantially perform its
obligations thereunder which relate or could reasonably be expected to relate to
any Fund, the Custodian shall promptly notify each applicable Fund and the
relevant investment manager(s) of each such Fund of such failure to perform.
Upon receipt of Proper Instructions, the Custodian shall terminate a
Subcustodian with respect to a Fund and either (i) select and appoint in its
sole discretion a replacement Subcustodian in accordance with the provisions of
Section 5.01 or Section 5.02, as the case may be, or (ii) determine in its sole
discretion and inform the Fund in a timely manner that appropriate alternate
arrangements are not available through the Custodian. In addition to the
foregoing, the Custodian may, at any time in its discretion, upon written
notification to each applicable Fund, terminate any Domestic Subcustodian or
Foreign Subcustodian.

     Section 5.03. Eligible Securities Depositories. The Custodian or a
Subcustodian may at any time and from time to time place and maintain Property
of a Fund or Series with an Eligible Securities Depository subject to the
provisions of this Agreement, including the 17f-7 Procedures and Guidelines
included in Schedule B. Each Eligible Securities Depository through which the
Custodian or any Subcustodian may hold securities and other assets of the Funds
shall be listed on Schedule G attached hereto, as it may be amended from time to
time. Each Fund or Series and the Custodian understand and acknowledge that a
Fund or Series may maintain Property with an Eligible Securities Depository
prior to the receipt of the initial risk analysis required by Schedule B and
prior to its inclusion on Schedule G; provided, however, that such analysis
shall be completed by the Custodian and provided to the Fund or Series as soon
as practicable after such Property is placed with the Eligible Securities
Depository.

                                       36



                                  ARTICLE VI.

                       STANDARD OF CARE; INDEMNIFICATION

     Section 6.01.  Standard of Care.

             (a)    General Standard of Care. The Custodian shall perform its
services hereunder with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the performance of similar services and
shall at all times act in good faith and agrees to use its best efforts within
reasonable limits to perform (or cause its agent or Subcustodian to perform)
accurately the services of the Custodian under this Agreement (all of the
foregoing collectively, the "Standard of Care"), including any Schedules or
Appendices hereto and/or in Proper Instructions but only to the extent such
instructions do not increase the duties or obligations of the Custodian under
this Agreement. The Custodian shall be liable to each Board and any fiduciary
which directs any Trustee of any Fund or Series ("Directing Fiduciary") and each
of their affiliates, each Fund or Series (and each of the agents of any such
Board, Fund, Series or Directing Fiduciary but only to the extent any of them
are liable for the actions or omissions of any such agents),and the shareholders
and unitholders of each Fund (but only to the extent any Board, Fund, Series or
Directing Fiduciary is liable to such shareholders or unitholders) and, if such
Fund or Series contains "plan assets" within the meaning of ERISA, each Plan for
all losses, damages and expenses suffered or incurred by them to the extent they
arise out of or relate to the failure of the Custodian or its agents (including
Subcustodians) to exercise such Standard of Care, or to the extent they arise
out of or relate to the fraud, willful default or willful misconduct of the
Custodian or its agents (including Subcustodians).

             (b)    General Limitation on Liability. No party hereto shall be
liable to another party for (i) any indirect, consequential, special or
speculative losses, damages, liability or

                                       37



expenses (together "Consequential Damages"), even if they have been advised of
the possibility of the same and regardless of the form of action, or (ii) losses
resulting from (a) the general risk of investing or (b) investing assets in a
particular country; provided however, that, notwithstanding the foregoing or any
other provision in this Agreement to the contrary, if a Fund contains "plan
assets" within the meaning of ERISA, the Custodian shall be liable for
Consequential Damages to the extent that a Board, Directing Fiduciary, Fund or
Series would be liable under ERISA for the actions of the Custodian and/or its
agents and to the extent such Consequential Damages arise out of or relate to
the fraud, willful default or willful misconduct of, or breach of the Standard
of Care by, the Custodian or any of its agents (including Subcustodians). For
sake of clarity, it is understood that a loss which arises out of or relates to
the fraud, willful default or willful misconduct of, or breach of the Standard
of Care by, the Custodian or any of its agents (including Subcustodians) is not
a loss contemplated by (ii) of the prior sentence. Except as required by law,
the Custodian shall not be liable for the insolvency of a Securities System or
unaffiliated Eligible Securities Depository nor shall the Custodian be liable
for the insolvency of any Subcustodian that is not a branch or Affiliate of the
Custodian unless the Custodian has breached the Standard of Care in the
appointment or monitoring of such Subcustodian. In the event any party hereto is
unable to perform its obligations under the terms of this Agreement because of
events beyond its reasonable control, such party shall not be liable for damages
to the other for any damages resulting from such failure to perform during the
period of such events.

             (c)    Actions Prohibited by Applicable Law. In no event shall any
party hereto incur liability hereunder if any Person is prevented, forbidden or
delayed from performing, or omits to perform, any act that this Agreement
provides shall be performed or omitted to be performed, by reason of any
provision of any present or future law or regulation or order of the United
States of America, or any state thereof, or of any foreign country, or political
subdivision

                                       38



thereof or of any court of competent jurisdiction, unless and to the extent
that, in each case, such delay or nonperformance is caused by the fraud, willful
default or willful misconduct of, or breach of the Standard of Care by, the
applicable Person or its agents (for purposes of this clause the Custodian shall
be deemed to be not an agent of any Fund, Series or Board).

             (d)    Mitigation by Custodian. Upon the occurrence of any event
that causes or that the Custodian believes or a Fund reasonably believes will
imminently cause any loss, damage or expense to any Fund or Series, Board or
Directing Fiduciary, the Custodian (i) shall take and (ii) shall take all
reasonable steps to cause any applicable Domestic Subcustodian or Foreign
Subcustodian to take all commercially reasonable steps to mitigate the effects
of such event and to avoid continuing harm to a Fund or Series, Board or
Directing Fiduciary. If the Custodian must seek Proper Instructions from a Fund
or Series, or Board or Directing Fiduciary in order either to take such
commercially reasonable steps itself or to take all reasonable steps to cause
any applicable Domestic Subcustodian or Foreign Subcustodian to take all
commercially reasonable steps and timely requests such Proper Instructions, but
the applicable Fund or Series or Board or Directing Fiduciary does not provide
such Proper Instructions, the Custodian (both as to itself and with respect to
any applicable Subcustodian) shall have no further obligations under this
Section 6.01(d).

             (e)    Advice of Counsel. The Custodian shall be entitled to
receive and act upon advice of counsel (who may be counsel to a Fund, Series,
Board or Directing Fiduciary) on all matters. The Custodian shall be without
liability for any action reasonably taken or omitted in good faith in accordance
with and pursuant to the advice of (i) counsel for the applicable Fund or Funds,
Series, Board or Directing Fiduciary, or (ii) at the expense of the Custodian,
such other counsel as the Custodian may choose (unless counsel for the
applicable Fund or Funds, Series, Board or Directing Fiduciary has already
provided advice on the matter and such advice has been

                                       39



provided to the Custodian in a form in which the Custodian may rely on such
advice); provided, however, with respect to the performance of any action or
omission of any action upon such advice, the Custodian and its agents (including
Subcustodians) shall be required to conform to the Standard of Care.

             (f)    Authorization to Take Action. Subject to the provisions of
this Agreement and applicable law (including, but not limited to, ERISA and
national banking law), each Fund or Series authorizes the Custodian to take such
actions as may be necessary to fulfill Custodian's duties and obligations under
this Agreement notwithstanding that Custodian or any of its divisions or
Affiliates may have a material interest in a transaction or circumstances are
such that Custodian may have a potential conflict of duty or interest in
connection with a transaction, including a conflict arising from the fact that
the Custodian or any of its Affiliates may provide brokerage services to other
customers, act as financial adviser to the issuer of Property, act as a lender
to the issuer of Property, act as agent for more than one customer in the same
transaction, have a material interest in the issuance of Property or earn
profits from any of the activities set forth above.

             (g)    Plan Assets. Notwithstanding any other provision in this
Agreement to the contrary, to the extent that any Fund holds "plan assets,"
within the meaning of ERISA, with the Custodian, the Custodian acknowledges and
agrees that, to the extent it is deemed to be a fiduciary, within the meaning of
ERISA, with respect to such plans for performing the duties described hereunder,
the Custodian represents and warrants that it is familiar with and will comply
with the fiduciary responsibility provisions of Title I, Subtitle B Part 4, of
ERISA in the performance of fiduciary obligations owed by the Custodian under
ERISA, if any, to any Board, Fund, Series or Directing Fiduciary with respect to
a Fund or Series that contains "plan assets" as defined in ERISA and any Plan
participant in such Fund or Series and such Plan's beneficiaries.

                                       40



     Section 6.02.  Liability of Custodian for Actions of Other Persons.

             (a)    Domestic Subcustodians and Foreign Subcustodians. The
Custodian shall be liable for the actions or omissions of any Domestic
Subcustodian selected by the Custodian, or, subject to the provisions of the
Rule 17f-5 Procedures and Guidelines included in Schedule B, any Foreign
Subcustodian to the same extent as if such action or omission were performed by
the Custodian itself. If a Fund directs the Custodian to appoint a specific
Domestic Subcustodian, the Custodian shall, with respect to such Domestic
Subcustodian, be responsible only for losses arising from its own fraud, willful
default, willful misconduct or breach of the Standard of Care. In the event of
any loss, damage or expense suffered or incurred by a Fund caused by or
resulting from the actions or omissions of any Domestic Subcustodian or Foreign
Subcustodian for which the Custodian is liable, the Custodian shall reimburse
such Fund in the amount of any such loss, damage or expense.

             (b)    Securities Systems. Notwithstanding the provisions of
Sections 6.01 and 6.02(a) to the contrary, the Custodian shall only be liable to
a Fund for any loss, damage or expense suffered or incurred by such Fund
resulting from the use by the Custodian or a Subcustodian of a Securities System
to the extent the Custodian or Subcustodian, as applicable, is able to recover
from the Securities System, unless such loss, damage or expense is caused by, or
results from, the Custodian's or Subcustodian's fraud, willful default, willful
misconduct or breach of the Standard of Care in its interactions with the
Securities System; provided, however, that in the event of any such loss, damage
or expense, the Custodian shall, or cause its Subcustodians to, take all
commercially reasonable steps to enforce such rights as it may have against the
Securities System to protect the interests of the Fund.

                                       41



             (c)    Eligible Securities Depositories. With respect to Eligible
Securities Depositories, the Custodian shall be responsible only for those
duties and obligations set forth in the 17f-7 Procedures and Guidelines included
in Schedule B to this Agreement pursuant to the requirements of Rule 17f-7 under
the Investment Company Act. The Custodian shall exercise reasonable care,
diligence and prudence in carrying out its duties and responsibilities with
respect to Eligible Securities Depositories.

                                       42



     Section 6.03.  Indemnification by Funds.

             (a)    Indemnification Obligations. Subject to the limitations set
forth in Section 6.01(b) of this Agreement, each Fund or Series severally and
not jointly agrees to indemnify and hold harmless the Custodian and its
nominees, directors, officers, agents, and employees (collectively, the
"Indemnitees") from all loss, damage and expense (including reasonable
attorneys' fees), including but not limited to those arising out of claims of
negligence made by third parties, suffered or incurred by the Indemnitees
arising out of or related to actions taken by the Custodian on behalf of such
Fund or Series in the performance of its duties and obligations under this
Agreement; provided, however, that such indemnity shall not apply to any loss,
damage and expense arising out of or related to the fraud, willful default,
willful misconduct of, or breach of the Standard of Care by, any Indemnitee or
to any consequential, special, or speculative loss, damage or expense. In
addition, each Fund or Series agrees severally and not jointly to indemnify any
Indemnitee against any liability incurred by reason of taxes assessed to such
Person, or other loss, damage or expenses incurred by such Indemnitee, resulting
solely from the fact that securities and other property of such Fund or Series
are registered in the name of such Indemnitee; provided, however, that in no
event shall such indemnification be applicable to income, franchise or similar
taxes that may be imposed or assessed against any Indemnitee.

             (b)    Notice of Litigation, Right to Prosecute, Etc. No Fund or
Series shall be liable for indemnification for losses or expenses arising out of
litigation against an Indemnitee under this Section 6.03 if such Indemnitee
shall have failed promptly to notify such Fund or Series in writing of the
commencement of any litigation or proceeding brought against such Indemnitee in
respect of which indemnity may be sought under this Section 6.03 to the extent
that such failure to notify shall have had a material adverse effect on such
Fund or Series. With respect to claims in such litigation or proceedings for
which indemnity by a Fund may be sought

                                       43



and subject to applicable law and the ruling of any court of competent
jurisdiction, such Fund shall be entitled to participate in any such litigation
or proceeding and, after written notice from such Fund to any Indemnitee, such
Fund may assume the defense of such litigation or proceeding with counsel of its
choice at its own expense in respect of that portion of the litigation for which
such Fund may be subject to an indemnification obligation; provided, however, an
Indemnitee shall be entitled to participate in at its own cost and expense, the
defense of any such litigation or proceeding if such Fund has not acknowledged
in writing its obligation to indemnify the Indemnitee with respect to such
litigation or proceeding. If such Fund is not permitted to participate in or
control such litigation or proceeding under applicable law or by a ruling of a
court of competent jurisdiction, such Indemnitee shall reasonably prosecute such
litigation or proceeding. An Indemnitee shall not consent to the entry of any
judgment or enter into any settlement in any such litigation or proceeding
without providing each applicable Fund with adequate notice of any such
settlement or judgment, and without each such Fund's prior written consent,
which consent shall not be unreasonably withheld. All Indemnitees shall submit
written evidence to each applicable Fund with respect to any cost or expense for
which they are seeking indemnification in such form and detail as such Fund may
reasonably request. With respect to the Custodian, if a Fund has acknowledged in
writing its obligation to indemnify the Custodian, the Fund shall not settle for
other than monetary damages a claim that materially affects the Custodian
without the Custodian's prior written consent.

             (c)    Commencement of Litigation. The Custodian may not commence
any litigation on behalf of a Fund or Series except pursuant to Proper
Instructions from the Fund's Board or with the applicable Fund's prior written
consent. Except where the Custodian is a necessary party to the litigation, a
Fund or Series shall not instruct the Custodian to commence

                                       44



litigation without the Custodian's prior consent, which consent shall not be
unreasonably withheld.

     Section 6.04.  Fund's Right to Proceed. Notwithstanding anything to the
contrary contained herein, each Fund shall have, at its election upon reasonable
notice to the Custodian, the right to enforce, to the extent permitted by any
applicable agreement and applicable law, the Custodian's rights against any
Subcustodian, Securities System, Eligible Securities Depository or other Person
for loss, damage or expense caused such Fund by such Subcustodian, Securities
System, Eligible Securities Depository or other Person, and shall be entitled to
enforce the rights of the Custodian with respect to any claim against such
Subcustodian, Securities System, Eligible Securities Depository or other Person,
which the Custodian may have as a consequence of any such loss, damage or
expense, if and to the extent that such Fund has not been made whole for any
such loss or damage. If the Custodian makes such Fund whole for any such loss or
damage, the Custodian shall retain the ability to enforce its rights directly
against such Subcustodian, Securities System or other Person and the Fund shall
provide the Custodian with reasonable cooperation in respect of such
enforcement. Upon such Fund's election to enforce any rights of the Custodian
under this Section 6.04, such Fund shall reasonably prosecute all actions and
proceedings directly relating to the rights of the Custodian in respect of the
loss, damage or expense incurred by such Fund; provided that, so long as such
Fund has acknowledged in writing its obligation to indemnify the Custodian under
Section 6.03 hereof with respect to such claim, such Fund shall retain the right
to settle, compromise and/or terminate any action or proceeding in respect of
the loss, damage or expense incurred by such Fund without the Custodian's
consent and, provided further, that if such Fund has not made an acknowledgement
of its obligation to indemnify, such Fund shall not settle, compromise or
terminate any such action or proceeding without the written consent of the
Custodian, which

                                       45



consent shall not be unreasonably withheld or delayed. The Custodian agrees to
cooperate with each Fund and take all actions reasonably requested by such Fund
in connection with such Fund's enforcement of any rights of the Custodian. Each
Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses
incurred by the Custodian on behalf of such Fund in connection with the
fulfillment of its obligations under this Section 6.04; provided, however, that
such reimbursement shall not apply to expenses to the extent that they arise out
of or are attributable to the fraud, willful default, willful misconduct of, or
breach of the Standard of Care by, the Custodian or its agents (including
Subcustodians). Each Fund agrees that it shall not settle for other than
monetary damages a claim that materially affects the Custodian without the
Custodian's prior written consent.

     Section 6.05.  Indemnification by Custodian.

             (a)    Indemnification Obligations. Subject to the limitations set
forth in Section 6.01(b) of this Agreement, the Custodian agrees to indemnify
and hold harmless each Fund or Series severally and not jointly and its Board,
trustee(s), nominees, directors, officers, and employees, any Directing
Fiduciary and the Board's and the Directing Fiduciary's affiliates, (and each of
the agents of any such Board, Fund, Series or Directing Fiduciary but only to
the extent any of them are liable for the actions or omissions of any such
agents),and the shareholders and unitholders of each Fund (but only to the
extent any Board, Fund, Series or Directing Fiduciary is liable to such
shareholders or unitholders)(collectively, the "Fund Indemnitees") and, if such
Fund or Series contains "plan assets" within the meaning of ERISA, each Plan
(each Plan being a "Plan Indemnitee") from all loss, damage and expense
(including reasonable attorneys' fees of third parties), including but not
limited to those arising out of claims of negligence made by third parties,
suffered or incurred by the Fund Indemnitees and Plan Indemnitees to the extent
and only to the extent such loss, damage or expense arises out of or relates to
Custodian's (or any of

                                       46



its agents, except as otherwise provided hereunder) fraud, willful default,
willful misconduct or breach of the Standard of Care.

             (b)    Notice of Litigation, Right to Prosecute, Etc. The Custodian
shall not be liable for indemnification for losses or expenses arising out of
litigation against a Fund Indemnitee under this Section 6.05 if such Fund
Indemnitee shall have failed promptly to notify the Custodian in writing of the
commencement of any litigation or proceeding brought against such Fund
Indemnitee in respect of which indemnity may be sought under this Section 6.05
to the extent that such failure to notify shall have had a material adverse
effect on the Custodian. With respect to claims in such litigation or
proceedings for which indemnity by the Custodian may be sought and subject to
applicable law and the ruling of any court of competent jurisdiction, the
Custodian shall be entitled to participate in any such litigation or proceeding
and, after written notice from the Custodian to the Fund Indemnitee, the
Custodian may assume the defense of such litigation or proceeding with counsel
of its choice at its own expense in respect of that portion of the litigation
for which the Custodian may be subject to an indemnification obligation;
provided, however, a Fund Indemnitee shall be entitled to participate in at its
own cost and expense, the defense of any such litigation or proceeding if the
Custodian has not acknowledged in writing its obligation to indemnify the Fund
Indemnitee with respect to such litigation or proceeding. If the Custodian is
not permitted to participate in or control such litigation or proceeding under
applicable law or by a ruling of a court of competent jurisdiction, the Fund
Indemnitee shall reasonably prosecute such litigation or proceeding. A Fund
Indemnitee shall not consent to the entry of any judgment or enter into any
settlement in any such litigation or proceeding without providing the Custodian
with adequate notice of any such settlement or judgment, and without the
Custodian's prior written consent, which consent shall not be unreasonably
withheld. All Fund Indemnitees shall submit written evidence to the

                                       47



Custodian with respect to any cost or expense for which they are seeking
indemnification in such form and detail as the Custodian may reasonably request.
With respect to any Fund Indemnitee, if the Custodian has acknowledged in
writing its obligation to indemnify such Fund Indemnitee, the Fund Indemnitee
shall not settle for other than monetary damages a claim that materially affects
the Custodian without the Custodian's prior written consent.

     Section 6.06.  Mitigation of Damages.

             Any person asserting any right of indemnification provided under
this Agreement shall make commercially reasonable efforts to mitigate any loss,
damage, or expense for which indemnification is sought, provided, however, that
the reasonable expenses incurred in such mitigation shall be deemed to be
expenses for which indemnification may be sought.

                                  ARTICLE VII.

                                  COMPENSATION

     Each Fund shall compensate the Custodian in an amount, and at such times,
as may be agreed upon in writing, from time to time, by the Custodian and such
Fund.

                                 ARTICLE VIII.

                                  TERMINATION

     Section 8.01.  Termination of Agreement as to One or More Funds. With
respect to each Fund, this Agreement shall continue in full force and effect
until the first to occur of: (i) termination by the Custodian by an instrument
in writing delivered or mailed to such Fund, such termination to take effect not
sooner than sixty (60) days after the date of such delivery; (ii) termination by
such Fund by an instrument in writing delivered or mailed to the Custodian, such
termination to take effect not sooner than sixty (60) days after the date of
such delivery; or (iii) termination by such Fund by written notice delivered to
the Custodian, based upon such Fund's

                                       48



determination that there is a reasonable basis to conclude that the Custodian is
insolvent or that the financial condition of the Custodian is deteriorating in
any material respect, in which case termination shall take effect upon the
Custodian's receipt of such notice or at such later time as such Fund shall
designate. In the event of termination pursuant to this Section 8.01 by any
Fund, each Terminating Fund shall make payment of all accrued fees and
unreimbursed expenses with respect to such Terminating Fund within a reasonable
time following termination and delivery of a statement to the Terminating Fund
setting forth such fees and expenses. In the event of a termination by a Fund or
the Custodian, each Fund shall identify in any notice of termination or in a
subsequent writing, a successor custodian or custodians to which the Property of
the Terminating Fund shall, upon termination of this Agreement with respect to
such Terminating Fund, be delivered. In the event that securities and other
assets of such Terminating Fund remain in the possession of the Custodian after
the date of termination hereof with respect to such Terminating Fund owing to
failure of the Terminating Fund to appoint a successor custodian (i) the
Custodian shall be entitled to compensation for its services in accordance with
the fee schedule most recently in effect, for such period as the Custodian
retains possession of such securities and other assets, and the provisions of
this Agreement relating to the duties and obligations of the Custodian and the
Terminating Fund shall remain in full force and effect and (ii) the Custodian
may (but shall be under no obligation to), upon 30 day's written notice to the
Terminating Fund appoint a successor custodian provided that such successor
custodian is eligible to hold the Terminating Fund's assets and the Terminating
Fund shall not have objected to such appointment. In the event of the
appointment of a successor custodian, it is agreed that the Property owned by a
Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be
delivered to the successor custodian; and the Custodian agrees to cooperate with
such Terminating Fund in the execution of documents and performance of other
actions

                                       49



necessary or desirable in order to substitute the successor custodian for the
Custodian under this Agreement. Upon the transfer of the assets of a Terminating
Fund to a successor custodian, the Custodian may deduct from such assets prior
to the transfer an amount equal to the sum of any unpaid fees or expenses to
which the Custodian is entitled by reason of its services as Custodian.

     Section 8.02.  Termination as to One or More Series. This Agreement may be
terminated as to one or more Series of a Fund (but less than all Series) by
delivery of an amended Schedule A deleting such Series pursuant to Section 9.06
hereof, in which case termination as to such deleted Series shall take effect
thirty (30) days after the date of such delivery. The execution and delivery of
an amended Schedule A which deletes one or more Series shall constitute a
termination of this Agreement only with respect to such deleted Series, shall be
governed by the preceding provisions of Section 8.01 as to the identification of
a successor custodian and the delivery of Property of the Series so deleted, and
shall not affect the obligations of the Custodian and any Fund hereunder with
respect to the other Series set forth in Schedule A, as amended from time to
time.

                                  ARTICLE IX.

                                 MISCELLANEOUS

     Section 9.01.  Execution of Documents, Etc.

             (a)    Actions by each Fund. Upon request, each Fund shall execute
and deliver to the Custodian such proxies, powers of attorney or other
instruments as may be reasonable and necessary in connection with the
performance by the Custodian or any Subcustodian of their respective obligations
to such Fund under this Agreement or any applicable subcustodian agreement with
respect to such Fund, provided that the exercise by the Custodian or any

                                       50



Subcustodian of any such rights shall in all events be in compliance with the
terms of this Agreement.

             (b)    Actions by Custodian. Upon receipt of Proper Instructions,
the Custodian shall execute and deliver to each applicable Fund or to such other
parties as such Fund(s) may designate in such Proper Instructions, all such
documents, instruments or agreements as may be reasonable and necessary or
desirable in order to effectuate any of the transactions contemplated hereby.

     Section 9.02.  Representative Capacity; Nonrecourse Obligations. A copy of
the articles of incorporation, declaration of trust or other organizational
document of each Fund has been provided to the Custodian, or will be provided,
upon request, and notice is hereby given that this Agreement is not executed on
behalf of the directors or trustees of any Fund as individuals, and the
obligations of this Agreement are not binding upon any of the directors,
trustees, officers, shareholders, unitholders, members or partners of any Fund
individually, but are binding only upon the Property of each Fund or Series. The
Custodian agrees that no Board, shareholder, unitholder, director, trustee,
officer, member or partner of any Fund, Series or Directing Fiduciary, may be
held personally liable or responsible for any obligations of any Fund or Series
arising out of this Agreement.

     Section 9.03.  Several Obligations of the Funds and the Series. With
respect to any obligations of a Fund on its own behalf or on behalf of any of
its Series arising out of this Agreement, including, without limitation, the
obligations arising under Sections 3.28, 6.03, 6.04 and Article VII hereof, the
Custodian shall look for payment or satisfaction of any obligation solely to the
assets and property of the applicable Fund or Series to which such obligation
relates as though each Fund had separately contracted with the Custodian by
separate written instrument on its own behalf and with respect to each of its
Series.

                                       51



     Section 9.04.  Representations and Warranties.

             (a)    Representations and Warranties of Each Fund. Each Fund
hereby severally and not jointly represents and warrants that each of the
following shall be true, correct and complete with respect to each Fund at all
times during the term of this Agreement: (i) the Fund is duly organized under
the laws of its jurisdiction of organization, and (ii) the execution, delivery
and performance by the Fund of this Agreement are (1) within its power, and (2)
have been duly authorized by all necessary action.

             (b)    Representations and Warranties of the Custodian. The
Custodian hereby represents and warrants to each Fund that each of the following
shall be true, correct and complete at all times during the term of this
Agreement: (i) the Custodian is duly organized under the laws of its
jurisdiction of organization and qualifies to act as a custodian and foreign
custody manager to open-end management investment companies or closed-end
investment companies under the provisions of the Investment Company Act; and
(ii) the execution, delivery and performance by the Custodian of this Agreement
are (1) within its power, and (2) have been duly authorized by all necessary
action.

     Section 9.05.  Entire Agreement. This Agreement constitutes the entire
understanding and agreement of each Fund, on the one hand, and the Custodian, on
the other, with respect to the subject matter hereof and, accordingly,
supersedes as of the effective date of this Agreement any custodian agreement
heretofore in effect between each Fund and the Custodian.

     Section 9.06.  Waivers and Amendments. No provision of this Agreement may
be waived, amended or terminated except by a statement in writing signed by the
party against which enforcement of such waiver, amendment or termination is
sought; provided, however: (i) Schedule A listing each Fund and each Series for
which the Custodian serves as custodian may be amended from time to time to add
one or more Funds or one or more Series of one or more

                                       52



Funds, by each applicable Fund's execution and delivery to the Custodian of an
amended Schedule A, and the execution of such amended Schedule A by the
Custodian, in which case such amendment shall take effect immediately upon
execution by the Custodian. Schedule A may also be amended from time to time to
delete one or more Funds or one or more Series (but less than all of the Series)
of one or more Funds, by each applicable Fund's execution and delivery to the
Custodian of an amended Schedule A, in which case such amendment shall take
effect thirty (30) days after such delivery, unless otherwise agreed by the
Custodian and each applicable Fund in writing; (ii) Schedule B setting forth the
17f-5/17f-7 Procedures and Guidelines may be amended only by an instrument in
writing executed by each applicable Fund and the Custodian; (iii) Schedule C
setting forth the Custodian's duties and obligations with respect to tax
services may be amended only by an instrument in writing executed by each
applicable Fund and the Custodian; (iv) Schedule D setting forth the Custodian's
duties and obligations with respect to proxy services may be amended only by an
instrument in writing executed by each applicable Fund and the Custodian; (v)
Schedule E relating to claims may be amended only by an instrument in writing
executed by each applicable Fund and the Custodian; and (vi) Schedule F setting
forth the foreign subcustodian bank network used by each Fund or Series may be
amended by the Custodian at any time upon prompt written notice to each
applicable Fund.

     Section 9.07.  Interpretation. In connection with the operation of this
Agreement, the Custodian and any Fund may agree from time to time on such
provisions interpretative of or in addition to the provisions of this Agreement
with respect to such Fund as may in their joint opinion be consistent with the
general tenor of this Agreement. Any such interpretative or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretative or additional provisions shall
contravene any applicable federal

                                       53



or state regulations or any provision of the articles of incorporation or
analogous governing document of the Fund. No interpretative or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement or affect any other Fund.

     Section 9.08.  Captions. Headings contained in this Agreement, which are
included as convenient references only, shall have no bearing upon the
interpretation of the terms of the Agreement or the obligations of the parties
hereto.

     Section 9.09.  Governing Law. Insofar as any question or dispute may arise
in connection with this Agreement, the provisions of this Agreement shall be
construed in accordance with and be governed by the laws of the State of New
York without reference to the conflict of laws provisions of the State of New
York.

     Section 9.10.  Notices. Except in the case of Proper Instructions, notices
and other writings contemplated by this Agreement shall be delivered by hand or
by facsimile transmission (provided that in the case of delivery by facsimile
transmission, notice shall also be mailed postage prepaid) to the parties at the
following addresses:

                                       54



       1. If to any Fund listed on Schedule A under General Motors Trust Company
       as Trustee under the GMAM Investment Funds Trust:


         c/o General Motors Trust Company
             000 Xxxxx Xxxxxx,
             Xxx Xxxx, Xxx Xxxx 00000


             Attn: Director of Business Risk Management-Xxxxxxx Xxxxxxxx
             Telephone: (000) 000-0000
             Telefax: (000) 000-0000

             w/copy to

             Attn: Xxxx Xxxx, General Counsel
             Telephone: (000) 000-0000
             Telefax (000) 000-0000

       2. If to any Fund listed on Schedule A under General Motors Investment
           Management Corporation:


         c/o General Motors Investment Management Corporation
             000 Xxxxx Xxxxxx,
             Xxx Xxxx, Xxx Xxxx 00000

             Attn: Director of Business Risk Management-Xxxxxxx Xxxxxxxx
             Telephone: (000) 000-0000
             Telefax: (000) 000-0000

             w/copy to

             Attn: Xxxx Xxxx, General Counsel
             Telephone: (000) 000-0000
             Telefax (000) 000-0000


       3.    If to the Custodian:
             JPMorgan Xxxxx Xxxx
             0 Xxxxx Xxxxxxxxx Center, 18/th/ Floor
             Brooklyn, New York 11245
             Attn: Xxxx Xxxxx, Vice President
             Telephone: (000) 000-0000
             Telefax: (000) 000-0000

or to such other address as a Fund or the Custodian may have designated in
writing to the other.

                                       55



     Section 9.11.  Assignment. This Agreement shall be binding on and shall
inure to the benefit of each Fund severally and the Custodian and their
respective successors and assigns, provided that, subject to the provisions of
Section 8.01 hereof and the following sentence, neither the Custodian nor any
Fund may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party. The rights, liabilities
and obligations of GMTC as Trustee under the GMAM Investment Funds Trust may be
assigned to any affiliate of GMTC. Upon such an assignment, the Custodian agrees
to amend this Agreement to provide that such affiliate of GMTC, rather than
GMTC, shall act on behalf of the Funds listed on Schedule A which are
bank-maintained funds under the GMAM Investment Funds Trust. In the event an
assignment referred to in the prior two sentences is made to General Motors
Trust Bank, N.A. ("GMTB"), the Custodian agrees that the performance of services
provided by it under this Agreement with respect to such GMTB bank-maintained
funds shall be subject to the Office of the Comptroller of the Currency's
examination and regulatory authority under 12 U.S.C. 1867(c) and the Custodian's
duties under this Agreement will then be subject to the provisions of 12 C.F.R.
9 applicable to fiduciary activities contracted out by national banks.

     Section 9.12.  Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original. With respect to each
Fund, this Agreement shall become effective when an amended Schedule A including
the Fund has been signed and delivered by such Fund to the Custodian.

     Section 9.13.  Confidentiality; Survival of Obligations. All confidential
information provided by a party hereto, including non-public personal
information within the meaning of Securities and Exchange Commission (SEC)
Regulation S-P, shall be used by any other party hereto solely for the purpose
of rendering services pursuant to this Agreement and, except as permitted by
this Agreement or as may be required in carrying out this Agreement, shall not
be

                                       56



disclosed to any third party without the prior consent of such providing party.
The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required to be disclosed by any
bank examiner of a Board, Fund, Custodian or any Subcustodian, any auditor of
the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation. It is understood that this agreement will be filed
with the SEC as an exhibit to a registration statement for one or more
registered Funds. In addition, the parties agree that GMTC or GMIMCo may provide
a copy of this agreement in connection with a custodian request for proposal
with respect to any fund or trust for which they have investment management
authority or discuss the terms thereof in connection with their duties or
obligations under law to seek favorable terms for such a fund or trust. The
provisions of this Section 9.13 and Sections 3.27, 4.01(a), 4.04, 8.01, 9.01,
9.02, 9.03, 9.09, 9.15, Article VI and Article VII hereof, and any other rights
or obligations incurred or accrued by any party hereto prior to termination of
this Agreement shall survive any termination of this Agreement.

     Section 9.14. Shareholder Communications. Rule 14b-2 under the Securities
Exchange Act of 1934, as amended, requires banks that hold securities for the
account of customers to respond to requests by issuers of securities for the
names, addresses and holdings of beneficial owners of securities of that issuer
held by the bank unless the beneficial owner has expressly objected to
disclosure of this information. In order to comply with the rule, the Custodian
needs each Fund to indicate whether the Fund authorizes the Custodian to provide
the Fund's name, address, and share position to requesting companies whose stock
the Fund owns. If a Fund tells the Custodian "no," the Custodian will not
provide this information to requesting companies. If the Fund tells the
Custodian "yes" or does not check either "yes" or "no" below, the Custodian is
required by the rule to treat the Fund as consenting to disclosure of this
information for all securities owned by the Fund

                                       57



or any funds or accounts established by the Fund. Please indicate below whether
the Funds consent or object by checking one of the alternatives below

     YES [_] The Custodian is authorized to release each Fund's name, address,
             and share positions.

     NO [x]  The Custodian is not authorized to release each Fund's name,
             address, and share positions.

     Section 9.15. Maintenance of Records. The Custodian shall cooperate fully
with each Fund and its agents and any successor to the Custodian and shall, at
the request of the relevant Fund or its delegates or agents, use best efforts
within reasonable limits to comply with any regulatory request or the request of
the relevant Fund or its delegates or agent to provide within the time period of
such request originals or copies of any or all records of such Fund. The
Custodian agrees to ensure that the records required to be maintained under this
Agreement will not be not lost, altered, destroyed (except as provided by this
Section) or maintained in a disorganized manner but rather the Custodian shall
arrange and index the records in a way that permits easy location, access and
retrieval of any particular records and will cooperate, at the expense of the
relevant Fund, Board, Series or Plans or GMTC or GMIMCo or Directing Fiduciary,
in the orderly transfer of such records to any successor recordkeeper. Upon
reasonable notice and request and at the requesting party's expense, the
Custodian will provide to persons designated by such requesting party
descriptions regarding the record retention processes of the Custodian and its
agents and provide information and technical assistance, outside the retention
of the data, regarding matters related to the Custodian's prior services under
this Agreement. It is understood that the Custodian's customary recordkeeping
policy requires destruction of records on a rolling seven year basis.
Notwithstanding this or any other provision of this Agreement, the Custodian
shall not destroy any records of any Fund without prior reasonable notice to a
Fund sufficient for it to determine whether such Fund desires to retain

                                       58



such records and make alternative arrangements with another entity for the
maintenance of such records. Accordingly, the Custodian will arrange for an
annual meeting with each relevant Fund or its agents to identify the records
which it intends to be destroyed based on the seven year rolling period and
which records the relevant Fund, Board or Directing Fiduciary desires to be
transferred to another recordkeeper.

                              - Signatures Follow -

                                       59



         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and on its behalf on the day and year first above written.


Solely For Funds listed on Schedule A
Under the Name of General Motors Trust Company
As Trustee under the General Motors Employes Global Group Pension Trust

GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSTION TRUST JPMORGAN CHASE BANK

By:  ______________________                  By:__________________________
Name:______________________                  Name:________________________
Title:_____________________                  Title:_______________________

Solely For Funds listed on Schedule A

Under the Name of GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION

By: _______________________
Name:______________________
Title:_____________________

                                       60



                                                                      Schedule A

                          General Motors Trust Company
           Bank-Maintained Funds under the GMAM Investment Funds Trust




             General Motors Investment Management Corporation Funds

                  1. GMAM ABSOLUTE RETURN STRATEGIES FUND, LLC

                                       61



                                                                      Schedule B

                   Rule 17f-5/17f-7 Procedures and Guidelines

The Custodian will serve as the Foreign Custody Manager in the countries listed
in Schedule F hereto for the Funds listed on Schedule A to this Agreement
pursuant to the terms and provisions of the Agreement and Part I of these
procedures and guidelines. As Foreign Custody Manager, the Custodian shall be
responsible for managing each Fund's foreign custody arrangements pursuant to
the requirements of Rule 17f-5 under the Investment Company Act. The Custodian
also shall serve as each Fund's Primary Custodian as defined in and pursuant to
the requirements of Rule 17f-7 under the Investment Company Act. As Primary
Custodian, the Custodian shall perform the duties and obligations set forth in
Rule 17f-7 and in Part II of these guidelines and procedures.

I.     Rule 17f-5: Foreign Custody Manager

1.     In selecting an Eligible Foreign Custodian, the Foreign Custody Manager
shall determine that each Fund's Foreign Assets (as defined in Rule 17f-5(a)(2))
shall be subject to reasonable care by the Eligible Foreign Custodian
considering all factors relevant to the safekeeping of such Foreign Assets with
reference to standards of international banks and trust companies holding assets
for institutional clients in the relevant market and if there are no such
international banks with reference to the principal custodians in the relevant
market that act as subcustodians or custodians for U.S. mutual funds.

2.     Each agreement between the Foreign Custody Manager and each Foreign
Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the
Investment Company Act.

3.     The Foreign Custody Manager shall establish a system for monitoring the
appropriateness of maintaining a Fund's Foreign Assets with a particular
Eligible Foreign Custodian and to monitor the performance of the agreement
between the Foreign Custody Manager and each Eligible Foreign Custodian.

4.     The Foreign Custody Manager shall notify the Fund's investment adviser in
writing as soon as reasonably possible of any material changes in the Fund's
foreign custody arrangements.

5.     The Foreign Custody Manager shall provide the Board and any Directing
Fiduciary with written quarterly reports regarding a Fund's foreign custody
arrangements for use at its quarterly Board meetings which reports shall, among
other things:

       (i)    notify the Board and any Directing Fiduciary of the placement of a
Fund's Foreign Assets with a particular Eligible Foreign Custodian; and

summarize for the Board and any Directing Fiduciary the material changes in the
Fund's foreign custody arrangements that occurred during the prior quarter.

                                       62



6.     The Foreign Custody Manager shall, upon request of the Board or any
Directing Fiduciary, make itself available to report to a Directing Fiduciary in
person or a Fund's Board in person at its quarterly Board meetings, or at such
other times as the Board or any Directing Fiduciary may from time to time
require.

7.     The Foreign Custody Manager shall agree to and shall provide the Fund's
investment adviser on a regular basis with the country materials it provides to
clients. Each Fund acknowledges that the information contained in these
materials is for informational purposes only and does not constitute investment
advice.

8.     In performing its delegated duties and obligations to the Fund, the
Foreign Custody Manager shall agree to exercise the reasonable care, prudence
and diligence of a New York bank subject to a New York standard of care having
responsibility for the safekeeping of Foreign Assets.

II.    Rule 17f-7: Primary Custodian

1.     The Custodian shall provide each Fund with an initial analysis of the
custody risks associated with maintaining Foreign Assets in each Eligible
Securities Depository that may be used to hold a Fund's Foreign Assets in each
country in the Custodian's foreign custody network. Each such analysis shall
include the information necessary to allow a Fund or its adviser to determine
that each depository qualifies as an Eligible Securities Depository.

2.     The Custodian shall promptly provide each Fund with an initial analysis
of the custody risks associated with maintaining Foreign Assets in each Eligible
Securities Depository in each new country added to the Custodian's foreign
custody network.

3.     The Custodian shall monitor on a continuing basis the custody risks
associated with maintaining a Fund's Foreign Assets with each Eligible
Securities Depository used by each Fund and promptly notify such Fund or its
investment adviser of any material change to those custody risks.

4.     The Custodian shall exercise reasonable care, diligence and prudence in
performing its duties as each Fund's Primary Custodian.

5.     The Custodian shall annually review the condition of each Eligible
       Securities Depository used by a Fund and provide each Fund's adviser with
       written confirmation that there have been no material changes in the
       custody risks associated with using each such Eligible Securities
       Depository.

6.     Based on the information available to it in the exercise of diligence,
       the Custodian shall shall promptly advise the applicable Board and any
       Directing Fiduciary if any Eligible Securities Depository ceases to be
       eligible. If a custody arrangement with an Eligible Securities Depository
       no longer meets the requirements of Rule 17f-7, the Board and any
       Directing Fiduciary may, and shall if the Fund is registered investment
       company, direct the withdrawal of the Fund's Foreign Assets from such
       Depository (and, if necessary, the applicable market) as soon as
       reasonably practicable.

                                       63



                                                                      Schedule C

                                      Taxes

1.     (a)    Custodian shall apply for a reduction of withholding tax and any
       refund of any tax paid or related credits that apply in each applicable
       market in which a Fund invests in respect of income payments on Property
       for the Fund's benefit that Custodian believes may be available to a
       Fund. The Custodian shall promptly file any certificates, documentation
       or other affidavits for the refund or reclaim of withholding taxes paid,
       and otherwise use all lawful available measures customarily used to
       reclaim foreign taxes at the source. To the extent that the Custodian
       becomes aware of any changes to law, interpretative rulings or procedures
       regarding tax reclaims, Custodian will promptly notify each applicable
       Fund or Series and the relevant investment manager(s) of such Fund or
       Series of such developments.

       (b)    The provision of tax reclaim services by the Custodian is
       contingent upon the Custodian receiving from a Fund (i) a declaration of
       the Fund's identity and place of residence and (ii) such other
       documentation or information as the Custodian determines that is required
       to be provided. Each Fund acknowledges that if the Custodian does not
       receive such declarations, documentation, and information from a Fund,
       the Custodian will not be able to provide tax reclaim services to such
       Fund.

       (c)    The Custodian shall perform tax reclaim services with respect to
       taxation levied by the revenue authorities of the countries in which the
       Custodian provides global custody services. Except as expressly provided
       herein, the Custodian shall have no responsibility with respect to any
       Fund's tax position or status in any jurisdiction.

       (d)    Each Fund confirms that the Custodian is authorized to disclose to
       any lawful revenue authority or governmental body any information
       requested by such entity in relation to a Fund or the Property held by a
       Fund.

       (e)    Tax reclaim services may be provided by the Custodian or, in whole
       or in part, by any third party appointed by the Custodian (which may be
       an affiliate of the Custodian); provided that the Custodian shall be
       liable for the performance of any such third party to the same extent as
       if the Custodian had itself performed the services.

2.     (a)    The Custodian shall have no responsibility or liability for any
       obligations now or hereafter imposed on the Fund or the Custodian as
       custodian of the Fund by the tax law of the United States of America or
       any state or political subdivision thereof except to the extent such
       taxes are imposed as a result of the fraud, willful default, willful
       misconduct of, or breach of the Standard of Care by, the Custodian or its
       agents (including Subcustodians). It shall be the responsibility of the
       Fund to notify the Custodian of the obligations imposed on the Fund by
       the tax law of jurisdictions other than those mentioned in the above
       sentence, including responsibility for withholding and other taxes,
       assessments or other governmental charges, certifications and
       governmental reporting.

                                       64



       (b)    Each Fund confirms that the Custodian is authorized to deduct from
       any cash received or credited to an Account any taxes or levies required
       by any lawful revenue or governmental authority with respect to such
       Account. Each Fund certifies that it is a resident of the United States
       and shall notify the Custodian of any changes in residency. The Custodian
       may rely upon this certification or the certification of such other facts
       as may be required to administer the Custodian's obligations under this
       Agreement. Each Fund shall provide Custodian with such other
       documentation and information as Custodian may reasonably request in
       connection with its provision of services under this Schedule C. Each
       Fund, severally and not jointly, shall indemnify the Custodian against
       all losses, liability, claims or demands arising from such certifications
       or from Custodian's reliance on other documentation and information
       provided by the Fund except to the extent such losses, liabilities,
       claims or demands arise out of or relate to the fraud, willful default,
       willful misconduct of, or breach of the Standard of Care by, the
       Custodian or its agents (including Subcustodians).

       (c)    Each Fund shall be responsible for the payment of all taxes,
       including interest and penalties, relating to Property in an Account
       except as specifically limited by section 2(d). The Custodian shall not
       be liable to a Fund or any third party for any taxes, tax related fines,
       or tax related penalties payable by the Custodian in its role as
       Custodian hereunder or a Fund that result, for example, from:

              (i)   the inaccurate or late completion of documents by a Fund or
              any third party (unless such third party is the Custodian or an
              affiliate or agent of the Custodian or was hired, instructed or
              supervised by the Custodian or one of its agents);

              (ii)  provision to the Custodian or a third party of inaccurate or
              misleading information by a Fund or any third party (unless such
              third party is the Custodian or an affiliate or agent of the
              Custodian or was hired, instructed or supervised by the Custodian
              or one of its agents);

              (iii) the withholding of material information by a Fund or any
              third party (unless such third party is the Custodian or an
              affiliate or agent of the Custodian or was hired, instructed or
              supervised by the Custodian or one of its agents or one of its
              agents); or

              (iv)  as a result of any delay by any revenue authority or any
              other cause beyond the Custodian's or its agent's control;

              except to the extent any such tax, fine or penalty arises out of
              or relates to the fraud, willful default, willful misconduct of,
              or breach of the Standard of Care by, the Custodian or its agents
              (including Subcustodians).

       (d)    Each Fund agrees to pay, and to indemnify and hold the Custodian
              harmless from and against, all liabilities, penalties, interest or
              additions to tax with respect to or resulting from any delay in or
              failure by the Custodian:

              (i)   to pay, withhold or report any U.S. federal, state, or local
                    taxes, or foreign taxes imposed on an Account; or

                                       65



              (ii)  to report interest, dividend, or other income paid or
                    credited to an Account;

              to the extent such delay or failure by the Custodian to pay,
              withhold, or report tax or income is the result of a Fund's
              failure to comply with the terms of this Agreement, including this
              Schedule C, or the result of any third party's (unless such third
              party is the Custodian, an affiliate or agent of the Custodian or
              was hired, instructed or supervised by the Custodian or one of its
              agents) inaccurate or late completion of documents on behalf of a
              Fund. No Fund shall be liable to the Custodian for any penalty or
              additions to the extent a tax is due as a result of the
              Custodian's or its agent's delay or failure to pay or withhold tax
              or to report interest, dividend or other income paid or credited
              to an Account and such delay or failure is attributable to the
              Custodian or its agent's fraud, willful default, willful
              misconduct or breach of the Standard of Care.

                                       66



                                                                      Schedule D

                                 Proxy Services

The Custodian shall provide proxy services in accordance with the terms set
forth below. Proxy services may be provided by the Custodian or, in whole or in
part, by a Subcustodian or nominee appointed by the Custodian.

1.       Proxy services include, but are not limited to notices by the Custodian
         to a Fund or Series and the relevant investment managers of such Fund
         or Series of the dates of pending shareholder meetings, resolutions to
         be voted upon, and the required return dates as may be received by the
         Custodian or provided to the Custodian by its Subcustodian or by third
         parties.

2.       The Custodian shall promptly deliver or mail to the Fund and the
         relevant investment manager(s) of a Fund, and/or a proxy vendor as may
         be appointed by the Fund or the relevant investment manager, all forms
         of proxies and all notices of meetings and any other notices or
         announcements or related proxy materials affecting or relating to
         securities owned by such Fund that are actually received by the
         Custodian. For purposes of this Schedule D, related proxy materials
         shall include, but not be limited to, proxy statements, explanatory
         material concerning resolutions, management recommendations, or other
         relevant materials.

3.       Neither the Custodian nor any Subcustodian or nominee shall vote upon
         any of such securities or execute any proxy to vote thereon or give any
         consent or take any other action with respect thereto.

4.       In providing proxy services hereunder, the Custodian shall be acting
         solely as the agent of a Fund and shall not exercise any discretion
         with regard to such proxy services.

5.       Each Fund or Series will promptly notify the Custodian of any change in
         or addition to the proxy vendor[s] used by such Fund or Series. Such
         notice shall provide Custodian with such information as may be required
         to allow the Custodian to carry out its duties under paragraph 2 above.

                                       67



                                                                      Schedule E

Subjects covered under Section 3.30:

None



Threshold:

The Fund and the Custodian will jointly pursue claims exceeding $______.


Note:
[Claims must be made within [_] business days of the event, or within such other
period as may be mutually agreed upon from time to time by the Custodian and the
Fund. Claims not covered shall be made within such period as may be mutually
agreed upon from time to time by the Custodian and the Fund.]

                                       68



                                                                      Schedule F

                     Foreign Subcustodians and the countries
              where each Fund may hold securities and other assets



COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
ARGENTINA                JPMorgan Chase Bank                             JPMorgan Chase Bank
                         Arenales 000, 0xx Xxxxx                         Xxxxxx Xxxxx
                         0000 Xxxxxx Xxxxx
                         XXXXXXXXX

AUSTRALIA                JPMorgan Chase Bank                             Australia and New Zealand Banking Group Ltd.
                         Xxxxx 00                                        Xxxxxxxxx
                         AAP Center 000, Xxxxxx Xxxxxx
                         Xxxxxx XXX 0000
                         XXXXXXXXX

AUSTRIA                  Bank Austria Creditanstalt AG                   X.X. Xxxxxx AG
                         Xxxxxx Xxxxxxx Xxxxx - 0                        Xxxxxxxxx
                         X-0000 Xxxxxx
                         XXXXXXX

BAHRAIN                  HSBC Bank Middle East                           National Bank of Bahrain
                         XX Xxx 00                                       Xxxxxx
                         Xxxxxx, 000
                         XXXXXXX

XXXXXXXXXX               Standard Chartered Bank                         Standard Chartered Bank
                         18-20 Motijheel X.X                             Xxxxx
                         Xxx 000
                         Xxxxx-0000
                         XXXXXXXXXX

XXXXXXX                  Fortis Bank N.V.                                J.P. Xxxxxx XX
                         3 Xxxxxxxx Xx Xxxx                              Xxxxxxxxx
                         0000 Xxxxxxxx
                         XXXXXXX

BERMUDA                  The Bank of Bermuda Limited                     The Bank of Bermuda Limited
                         0 Xxxxx Xxxxxx                                  Xxxxxxxx
                         Xxxxxxxx HMDX
                         BERMUDA

BOTSWANA                 Barclays Bank of Botswana Limited               Barclays Bank of Botswana Limited
                         Barclays House, Khama Crescent                  Gaborone
                         Gaborone
                         BOTSWANA

BRAZIL                   Citibank, N.A.                                  Citibank, N.A
                         Avenida Paulista, 1111                          Sao Paulo
                         Sao Paulo, SP 00000-000
                         XXXXXX


                                       69





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
BULGARIA                 ING Bank N.V.                                   ING Bank N.V.
                         Xxxxx Xxxxxx                                    Sofia
                         12 Xxxx Bersinski Xxxxxx
                         Xxxx Xxxxx Xxxxxx
                         0000 Xxxxx
                         XXXXXXXX

CANADA                   Canadian Imperial Bank of Commerce              Royal Bank of Canada
                         Xxxxxxxx Xxxxx Xxxx                             Xxxxxxx
                         Security Level
                         Toronto, Ontario M5L 1G9
                         CANADA

                         Royal Bank of Canada                            Royal Bank of Canada
                         000 Xxx Xxxxxx, Xxxxx 0000                      Xxxxxxx
                         00xx Xxxxx
                         Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
                         Xxxxxxx Ontario M5J 2J5
                         CANADA

CHILE                    Citibank, N.A.                                  Citibank, N.A
                         Xx. Xxxxxx Xxxxx 0000 0xx Xxxxx                 Xxxxxxxx
                         Xxx Xxxxxx
                         Xxxxxxxx
                         XXXXX

CHINA - SHANGHAI         The Hongkong and Shanghai Banking               Citibank, N.A.
                         Corporation Limited                             New York
                         00/X, Xxxxxxxx Senmao International Building
                         101 Xxx Xxxxx Xxxx Xxxx
                         Xxxxxx
                         Xxxxxxxx 000000
                         THE PEOPLE'S REPUBLIC OF CHINA

CHINA - SHENZHEN         The Hongkong and Shanghai Banking               JPMorgan Chase Bank
                         Corporation Limited                             Hong Kong
                         0xx Xxxxx
                         Xxxxxxx Xxxxx Hotel
                         No.1 Xxxx Xxxx Lu
                         Shenzhen
                         THE PEOPLE'S REPUBLIC OF CHINA

COLOMBIA                 Cititrust Colombia S.A.                         Cititrust Colombia S.A. Sociedad Fiduciaria
                         Sociedad Fiduciaria                             Santa Fe de Bogota
                         Xxxxxxx 0x Xx 00-00
                         Xxxxx Xxxxx
                         Xxxxx Xx xx Xxxxxx, X.X.
                         COLOMBIA


                                       70





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
CROATIA                  Privredna banka Zagreb d.d.                     Privredna banka Zagreb d.d.
                         Xxxxxx x.00                                     Xxxxxx
                         00000 Xxxxxx
                         XXXXXXX

CYPRUS                   The Cyprus Popular Bank Ltd.                    The Cyprus Popular Bank Ltd.
                         000 Xxxxxxxx Xxxxxx                             Xxxxxxx
                         X.X. Xxx 00000
                         CY-1598 Nicosia
                         CYPRUS

CZECH REPUBLIC           Ceskoslovenska obchodni banka, a.s.             Ceskoslovenska obchodni banka, a.s.
                         Xx Xxxxxx 00                                    Xxxxxx
                         000 00 Xxxxxx 0
                         XXXXX XXXXXXXX

XXXXXXX                  Danske Bank A/S                                 Nordea Bank Danmark A/S
                         2-12 Holmens Kanal                              Copenhagen
                         DK 1092 Copenhagen K
                         DENMARK

ECUADOR                  Citibank, N.A.                                  Citibank, N.A.
                         Av. Republica de El Salvador y Naciones         Quito
                         Unidas (Esquina)
                         Quito
                         ECUADOR

EGYPT                    Citibank, N.A.                                  Citibank, N.A.
                         4 Xxxxx Xxxxx Street                            Cairo
                         Garden City
                         Cairo
                         EGYPT

ESTONIA                  Hansabank                                       Esti Uhispank
                         Xxxxxxxxx 0                                     Xxxxxxx
                         XX0000 Xxxxxxx
                         XXXXXXX

FINLAND                  Nordea Bank Finland Plc                         X.X. Xxxxxx AG
                         2598 Custody Services                           Frankfurt
                         Xxxxxxx Xxxxx Xxxx 0-0
                         XXX-00000 XXXXXX, Xxxxxxxx
                         FINLAND

FRANCE                   BNP Paribas Securities Services S.A.            J.P. Xxxxxx XX
                         Ref 256                                         Frankfurt
                         XX 000
                         0, Xxx X'Xxxxx
                         75078 Xxxxx
                         Xxxxx 00
                         XXXXXX


                                       71





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
                         Societe Generale                                X.X. Xxxxxx AG
                         00 Xxxxxxxxx Xxxxxxxx                           Xxxxxxxxx
                         00000 Xxxxx
                         XXXXXX

GERMANY                  Dresdner Bank AG                                X.X. Xxxxxx AG
                         Xxxxxxx-Xxxxx-Xxxxx 0                           Xxxxxxxxx
                         00000 Xxxxxxxxx/Xxxx
                         XXXXXXX

GHANA                    Barclays Bank of Ghana Limited                  Barclays Bank of Ghana Limited
                         Xxxxxxxx Xxxxx, Xxxx Xxxxxx                     Xxxxx
                         Xxxxx
                         XXXXX

XXXXXX                   HSBC Bank plc                                   X.X. Xxxxxx AG
                         Messogion 109-111                               Xxxxxxxxx
                         00000 Xxxxxx
                         XXXXXX

HONG KONG                The Hongkong and Shanghai Banking               JPMorgan Chase Bank
                         Corporation Limited                             Hong Kong
                         36th Floor, Sun Hung Kai Centre
                         00 Xxxxxxx Xxxx
                         Xxx Xxxx
                         XXXX XXXX

XXXXXXX                  Citibank Rt.                                    ING Bank Rt.
                         Szabadsag ter 0-0                               Xxxxxxxx
                         X-0000 Xxxxxxxx V
                         HUNGARY

ICELAND                  Islandsbanki-FBA                                Islandsbanki-FBA
                         Xxxxxxxxxxxx 0                                  Xxxxxxxxx
                         000 Xxxxxxxxx
                         XXXXXXX

XXXXX                    The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         Xxxxx Xxxx Xxxxx Xxxx,                          Mumbai
                         Worli Mumbai 400 025
                         INDIA

                         Standard Chartered Bank                         Standard Chartered Bank
                         Phoenix Centre, Phoenix Xxxxx Compound          Mumbai
                         Xxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx
                         Xxxxxx 000 000
                         XXXXX


                                       72





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
INDONESIA                The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         World Trade Center 4th Floor                    Jakarta
                         Xxxxx Xxxxxxx Xxxxxxxx Xxx. 00-00
                         Xxxxxxx 00000
                         XXXXXXXXX

IRELAND                  Bank of Ireland                                 X.X. Xxxxxx AG
                         International Financial Services Xxxxxx         Xxxxxxxxx
                         0 Xxxxxxxxxxxxx Xxxxx
                         Xxxxxx 0
                         XXXXXXX

ISRAEL                   Bank Leumi le-Israel B.M                        Bank Leumi le-Israel B.M.
                         00, Xxxxxx Xxxxxx Xxxxxx                        Xxx Xxxx
                         00000 Tel Aviv
                         ISRAEL

ITALY                    BNP Paribas Securities Services S.A.            J.P. Xxxxxx XX
                         2 Xxxxxx Xxx Xxxxxx                             Xxxxxxxxx
                         00000 Xxxxx
                         XXXXX

IVORY COAST              Societe Generale de Banques en Cote d'Ivoire    Societe Generale
                         5 et 7, Avenue J. Anoma - 01 B.P. 1355          Paris
                         Abidjan 01
                         IVORY COAST

JAMAICA                  FirstCaribbean International Trust and          FirstCaribbean International Trust and
                         Merchant Bank (Jamaica) Limited                 Merchant Bank (Jamaica) Limited
                         00-00 Xxxxxxxxx Xxxx.                           Xxxxxxxx
                         Xxxxxxxx 00
                         XXXXXXX

XXXXX                    Mizuho Corporate Bank, Limited                  JPMorgan Chase Bank
                         0-0 Xxxxxxxxxx-Xxxxxxxxx                        Xxxxx
                         Xxxx-Xx
                         Xxxxx 000
                         XXXXX

                         The Bank of Tokyo-Mitsubishi, Limited           JPMorgan Chase Bank
                         0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx                Xxxxx
                         Xxxx-xx
                         Xxxxx 000
                         XXXXX

JORDAN                   Arab Bank Plc                                   Arab Bank Plc
                         P O Box 950544-5                                Amman
                         Amman
                         Shmeisani
                         JORDAN


                                       73





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
KAZAKHSTAN               ABN AMRO Bank Kazakhstan                        ABN AMRO Bank Xxxxxxxxxx
                         00, Xxxxxxx Xxxxxx Xxxxxx                       Almaty
                         480099 Almaty
                         KAZAKHSTAN

KENYA                    Barclays Bank of Kenya Limited                  Barclays Bank of Kenya Limited
                         c/o Barclaytrust Investment Services &          Nairobi
                         Limited
                         Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx
                         Xxxxxxx
                         XXXXX

XXXXXX                   Hansabanka                                      Hansabanka
                         Kalku iela 26                                   Xxxx
                         Xxxx, XX 0000
                         XXXXXX

LEBANON                  HSBC Bank Middle East                           JPMorgan Chase Bank
                         Ras-Beirut Branch                               New York
                         P.O. Box 11-1380
                         Xxxxx Xxxx
                         Ras-Beirut
                         LEBANON

LITHUANIA                Vilniaus Bankas AB                              Vilniaus Bankas AB
                         12 Xxxxxxxx xx.                                 Xxxxxxx
                         XX 0000 Xxxxxxx
                         XXXXXXXXX

LUXEMBOURG               Banque Generale du Luxembourg S.A.              J.P. Xxxxxx XX
                         00 Xxxxxx X.X. Xxxxxxx                          Xxxxxxxxx
                         X-0000
                         XXXXXXXXXX

XXXXXXXX                 HSBC Bank Malaysia Berhad                       HSBC Bank Malaysia Berhad
                         0 Xxxxx Xxxxxx                                  Xxxxx Xxxxxx
                         00000 Xxxxx Xxxxxx
                         MALAYSIA

MALTA                    HSBC Bank Malta p.l.c.                          HSBC Bank Malta p.l.c.
                         000 Xxxxxxxx Xxxxxx                             Xxxxxxxx
                         Xxxxxxxx VLT 05
                         MALTA

MAURITIUS                The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         0/X Xxx Xxxxxxxx Xxxxxxxx                       Xxxx Xxxxx
                         Xxxxx Xxxxxx Street
                         Port Louis
                         MAURITIUS


                                       74





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT XXXX
                                                                   
XXXXXX                   Banco X.X. Xxxxxx, S.A.                         Banco X.X. Xxxxxx, X.X.
                         Xxxxx Optima                                    Mexico, D.F
                         Xxxxx xx xxx Xxxxxx #000 Xxxx 00
                         Xxxxx xx Xxxxxxxxxxx
                         00000 Xxxxxx, X. F.
                         MEXICO

                         Banco Nacional de Mexico, S.A.                  Banco Nacional de Mexico, S.A.
                         Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx    Xxxxxx, X.X
                         Xxxxxxx Santa Fe
                         01210 Mexico, D.F.
                         MEXICO

MOROCCO                  Banque Commerciale du Maroc S.A.                Banque Commerciale du Maroc S.A.
                         2 Boulevard Xxxxxx Xxxxxxx                      Xxxxxxxxxx
                         Xxxxxxxxxx 00000
                         XXXXXXX

XXXXXXX                  Standard Bank Namibia Limited                   Standard Bank of Namibia Limited
                         Mutual Platz                                    Windhoek
                         Cnr. Xxxxxxxx and Post Streets
                         X.X.Xxx 0000
                         Xxxxxxxx
                         XXXXXXX

XXXXXXXXXXX              ABN AMRO Bank N.V.                              J.P. Xxxxxx XX
                         Kemelstede 2                                    Frankfurt
                         X. X. Xxx 0000
                         0000 Xx Xxxxx
                         XXXXXXXXXXX

                         Fortis Bank (Nederland) N.V.                    J.P. Xxxxxx XX
                         55 Rokin                                        Frankfurt
                         X.X. Xxx 000
                         0000 XX Xxxxxxxxx
                         XXXXXXXXXXX

XXX XXXXXXX              National Nominees Limited                       National Bank of Xxx Xxxxxxx
                         Xxxxx 0 XXX Xxxxx                               Xxxxxxxxxx
                         000 Xxxxx Xxxxxx
                         Xxxxxxxx
                         XXX XXXXXXX

*NIGERIA*                Stanbic Bank Nigeria Limited                    The Standard Bank of South Africa Limited
                         000 Xxxxxxx Xxxx                                Xxxxxxxxxxxx
                         X.X. Xxx 00000
                         Xxxxxx, Xxxxx
                         Xxxxx
                         XXXXXXX


*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER
INFORMATION.*

                                       75





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
NORWAY                   Den norske Bank ASA                             Den norske Bank XXX
                         Xxxxxxxx 00                                     Xxxx
                         XX Xxx 0000 Xxxxxxx
                         X-0000 Xxxx
                         XXXXXX

OMAN                     HSBC Bank Middle East                           Oman Arab Bank
                         Bait Al Falaj Main Office                       Xxxxxx
                         Xxxx, Xxxxxx XX 000
                         XXXX

XXXXXXXX                 Citibank, N.A.                                  Citibank, N.A.
                         AWT Plaza                                       Karachi
                         X.X. Xxxxxxxxxx Xxxx
                         Xxxxxxx 00000
                         XXXXXXXX

                         Deutsche Bank AG                                Deutsche Bank AG
                         Unitowers                                       Karachi
                         X.X. Xxxxxxxxxx Xxxx
                         Xxxxxxx 00000
                         XXXXXXXX

                         Standard Chartered Bank                         Standard Chartered Bank
                         Box 4896                                        Karachi
                         Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
                         Xxxxxxx 00000
                         XXXXXXXX

PERU                     Citibank, N.A.                                  Banco de Credito del Peru
                         Camino Real 457                                 Lima
                         Torre Real - 0xx Xxxxx
                         Xxx Xxxxxx, Xxxx 00
                         XXXX

XXXXXXXXXXX              The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         00/X Xxxxxxxxx Xxxxxx                           Xxxxxx
                         25 ADB Avenue
                         Ortigas Center
                         Pasig City, Manila
                         PHILIPPINES

POLAND                   Bank Handlowy w. Warszawie S.A.                 Bank Rozwoju Eksportu S.A.
                         ul. Senatorska 16                               Warsaw
                         00-923 Xxxxxx 00
                         XXXXXX

XXXXXXXX                 Banco Espirito Santo, S.A                       X.X. Xxxxxx AG
                         7th floor                                       Frankfurt
                         Xxx Xxxxxxxx, 00
                         0000-000 Xxxxxx
                         XXXXXXXX


                                       76





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
ROMANIA                  ING Bank N.V.                                   ING Bank N.V.
                         00-00 Xxxxxxxx Xxxx                             Xxxxxxxxx
                         Xxxxxxxxx 0
                         XXXXXXX

*RUSSIA*                 X.X. Xxxxxx Bank International                  JPMorgan Chase Bank
                         (Limited Liability Company)                     Xxx Xxxx
                         Xxxxxxxx 0/0, 0xx xxxxx                         X/X XXXxxxxx Chase Bank London (USD XXXXXX
                         Xxxxxxxxxxxx Xxxxxx                             Xxxxxxx)
                         000000 Xxxxxx
                         XXXXXX

                         ING Bank (Eurasia) ZAO                          JPMorgan Chase Bank
                         (Closed Joint Stock Company)                    New York
                         31 Krasnaya Presnya                             A/C JPMorgan Chase Bank London (USD NOSTRO
                         123022 Moscow                                   Account)
                         RUSSIA

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

SINGAPORE                Standard Chartered Bank                         Oversea-Chinese Banking Corporation
                         3/F, 0 Xxxxxxx Xxxx                             Xxxxxxxxx
                         000000
                         XXXXXXXXX

SLOVAK REPUBLIC          Ceskoslovenska obchodni banka, a.s.             Vseobecno Uverova Banka S.A.
                         pobocka zahranicnej banky v SR                  Xxxxxxxxxx
                         Xxxxxxxxx 00
                         000 00 Xxxxxxxxxx
                         XXXXXX XXXXXXXX

XXXXXXXX                 Bank Austria Creditanstalt d.d. Ljubljana       Bank Austria Creditanstalt d.d. Xxxxxxxxx
                         Xxxxxxx 0                                       Xxxxxxxxx
                         XX-0000 Xxxxxxxxx
                         XXXXXXXX

SOUTH AFRICA             The Standard Bank of South Africa Limited       The Standard Bank of South Africa Limited
                         Standard Bank Centre                            Johannesburg
                         0xx Xxxxx
                         0 Xxxxxxxx Xxxxxx
                         Xxxxxxxxxxxx 0000
                         XXXXX XXXXXX

SOUTH KOREA              The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         0/X XXXX Xxxxxxxx                               Xxxxx
                         #00, Xxxxxxx-xxxx 0-xx
                         Xxxxx
                         XXXXX XXXXX

                         Standard Chartered Bank                         Standard Chartered Bank
                         22/F, Seoul Finance Centre Building             Seoul
                         00, Xxxxx-xxxx, Xxxxx-Xx Xxxxx
                         XXXXX XXXXX


                                       77





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
SPAIN                    X.X. Xxxxxx Bank, S.A.                          J.P. Xxxxxx XX
                         Xxxxx xx xx Xxxxxxxxxx, 00                      Xxxxxxxxx
                         00000 Xxxxxx
                         XXXXX

SRI LANKA                The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx                Xxxxxxx
                         Xxxxxxx 0
                         XXX XXXXX

SWEDEN                   Skandinaviska Enskilda Banken                   Svenska Handelsbanken
                         Sergels Torg 2                                  Xxxxxxxxx
                         XX-000 00 Xxxxxxxxx
                         XXXXXX

SWITZERLAND              UBS AG                                          UBS XX
                         00 Xxxxxxxxxxxxxx                               Xxxxxx
                         0000 Xxxxxx
                         XXXXXXXXXXX

TAIWAN                   JPMorgan Chase Bank                             JPMorgan Chase Bank
                         14th Floor                                      Taipei
                         0, Xxx Xxx X. Xxxx Xxx. 0
                         Xxxxxx
                         XXXXXX

                         The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         International Trade Building                    Taipei
                         16th Floor, Taipei World Trade Center
                         000 Xxxxxxx Xxxx, Xxxxxxx 0 Xxxxxx 000
                         XXXXXX

XXXXXXXX                 Standard Chartered Bank                         Standard Chartered Bank
                         14th Floor, Zone B                              Bangkok
                         Sathorn Nakorn Tower
                         000 Xxxxx Xxxxxxx Xxxx Xxxxxxx
                         Xxxxxxx 00000
                         THAILAND

TUNISIA                  Banque Internationale Arabe de Tunisie, S.A.    Banque Internationale Arabe de Tunisie, S.A.
                         00-00 Xxxxxx Xxxxx Xxxxxxxxx                    Tunis
                         X.X. Xxx 000
                         0000 Xxxxx Xxxxx
                         XXXXXXX

XXXXXX                   JPMorgan Chase Bank                             JPMorgan Chase Bank
                         Emirhan Cad. No: 145                            Istanbul
                         Atakule, A Blok Kat:11
                         00000-Xxxxxxxxx/Xxxxxxxx
                         Xxxxxxxx
                         XXXXXX


                                       78





COUNTRY                  SUB-CUSTODIAN                                   CASH CORRESPONDENT BANK
                                                                   
*UKRAINE*                ING Bank Ukraine                                ING Bank Ukraine
                         00 Xxxxxxxxxx Xxxxxx                            Xxxx
                         0xx Xxxxx
                         Xxxx, 000000
                         XXXXXXX

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

U.A.E.                   HSBC Bank Middle East                           The National Bank of Abu Dhabi
                         X.X. Xxx 00                                     Xxx Xxxxx
                         Xxxxx
                         XXXXXX XXXX XXXXXXXX

U.K.                     JPMorgan Chase Bank                             National Westminster Bank
                         Xxxxxx Court                                    London
                         Ground Floor
                         00 Xxxxxxxxxxx
                         Xxxxxx XX0X 0XX
                         XXXXXX XXXXXXX

URUGUAY                  BankBoston, N.A.                                BankBoston, X.X
                         Xxxxxx 1463                                     Montevideo.
                         Montevideo
                         URUGUAY

U.S.A.                   JPMorgan Chase Bank                             JPMorgan Chase Bank
                         0 Xxx Xxxx Xxxxx                                Xxx Xxxx
                         Xxx Xxxx
                         XX 00000
                         U.S.A.

VENEZUELA                Citibank, N.A.                                  Citibank, N.A.
                         Carmelitas a Xxxxxxxxxx                         Caracas
                         Xxxxxxxx Xxxxxxxx
                         Xxxxxxx 0000
                         XXXXXXXXX

XXXXXXX                  The Hongkong and Shanghai Banking               The Hongkong and Shanghai Banking
                         Corporation Limited                             Corporation Limited
                         00 Xxxx Xxxx Xxxx, Xxxxxxxx 0                   Xx Xxx Xxxx Xxxx
                         Ho Chi Minh City
                         VIETNAM

ZAMBIA                   Barclays Bank of Zambia Limited                 Barclays Bank of Zambia Limited
                         Xxxxx Xxxxx, Xxxxx Xxxx                         Xxxxxx
                         Xxxxxx
                         XXXXXX

ZIMBABWE                 Barclays Bank of Zimbabwe Limited               Barclays Bank of Zimbabwe Limited
                         0xx Xxxxx, 0 Xxxxxx Xxxxx                       Xxxxxx
                         Xxxxx Xxxx Avenue
                         Harare
                         ZIMBABWE


                                       79



                                                                      Schedule G

     Each Eligible Securities Depository through which the Custodian or any
         Subcustodian may hold securities and other assets of the Funds



COUNTRY                    DEPOSITORY                                     INSTRUMENTS
                                                                    
ARGENTINA                  CVSA                                           Equity, Corporate Debt, Government Debt
                           (Caja de Valores S.A.)

                           CRYL                                           Government Debt
                           (Central de Registration y Liquidacion de
                           Instrumentos de Endeudamiento Publico)

AUSTRALIA                  Austraclear Limited                            Corporate Debt, Money Market, Government Debt
                                                                          and Semi-Government Debt

                           CHESS                                          Equity
                           (Clearing House Electronic Sub-register
                           System)

AUSTRIA                    OeKB                                           Equity, Corporate Debt, Government Debt
                           (Oesterreichische Kontrollbank AG)

BELGIUM                    CIK                                            Equity, Corporate Debt
                           (Caisse Interprofessionnelle de Depots et de
                           Virements de Titres S.A.)

                           NBB                                            Corporate Debt, Government Debt
                           (National Bank of Belgium)

BRAZIL                     CBLC                                           Equity
                           (Companhia Brasileira de Liquidacao e
                           Custodia)

                           CETIP                                          Corporate Debt
                           (Central de Custodia e Liquidacao Financiera
                           de Titulos Privados)

                           SELIC                                          Government Debt
                           (Sistema Especial de Liquidacao e Custodia)

BULGARIA                   BNB                                            Government Debt
                           (Bulgaria National Bank)

                           CDAD                                           Equity, Corporate Debt
                           (Central Depository A.D.)

CANADA                     CDS                                            Equity, Corporate, Government Debt
                           (The Canadian Depository for Securities
                           Limited)

CHILE                      DCV                                            Equity, Corporate Debt, Government Debt
                           (Deposito Central de Valores S.A.)

CHINA, SHANGHAI            CSDCC, Shanghai Branch                         Equity
                           (China Securities Depository and Clearing
                           Corporation Limited, Shanghai Branch)


                                       80





COUNTRY                    DEPOSITORY                                     INSTRUMENTS
                                                                    
CHINA, SHENZHEN            CSDCC, Shenzhen Branch                         Equity
                           (China Securities Depository and Clearing
                           Corporation Ltd, Shenzhen Branch)

COLOMBIA                   DCV                                            Government Debt
                           (Deposito Central de Valores)

                           DECEVAL                                        Equity, Corporate Debt, Government Debt
                           (Deposito Centralizado de Valores de
                           Colombia S.A.)

CROATIA                    SDA                                            Equity, Government Debt
                           (Central Depository Agency Inc. - Stredisnja
                           depozitarna agencija d.d.)

                           MOF                                            Short-term debt issued by the Ministry of
                           (Ministry of Finance of the Republic of        Finance.
                           Croatia)

                           CNB                                            Short-term debt issued by the National Bank
                           (Croatian National Bank)                       of Croatia.

CZECH REPUBLIC             SCP                                            Equity, Corporate Debt, Government Debt
                           (Stredisko cennych papiru - Ceska republica)

                           CNB                                            Government Debt
                           (Czech National Bank)

DENMARK                    VP                                             Equity, Corporate Debt, Government Debt
                           (Vaerdipapircentralen A/S)

EGYPT                      MCSD                                           Equity, Corporate Debt
                           (Misr for Clearing, Settlement and
                           Depository)

ESTONIA                    ECDS                                           Equity, Corporate Debt, Government Debt
                           (Estonian Central Depository for Securities
                           Limited - Eesti Vaatpaberite
                           Keskdepositoorium)

EUROMARKET                 DCC                                            Euro-CDs
                           (The Depository and Clearing Centre)

                           CBL                                            Internationally Traded Debt, Equity
                           (Clearstream Banking, S.A.)

                           Euroclear Bank S.A./C.V.                       Internationally Traded Debt, Equity

FINLAND                    APK                                            Equity, Corporate Debt, Government Debt
                           (Finnish Central Securities Depository
                           Limited)

FRANCE                     Euroclear France                               Equity, Corporate Debt, Government Debt

GERMANY                    CBF                                            Equity, Corporate Debt, Government Debt
                           (Clearstream Banking AG)

GREECE                     CSD                                            Equity, Corporate Debt
                           (Central Securities Depository S.A.)


                                       81





COUNTRY                    DEPOSITORY                                     INSTRUMENTS
                                                                    
                           BoG                                            Government Debt
                           (Bank of Greece)

HONG KONG                  HKSCC                                          Equity
                           (Hong Kong Securities Clearing Company
                           Limited)

                           CMU                                            Corporate Debt, Government Debt
                           (Central Moneymarkets Unit)

HUNGARY                    KELER                                          Equity, Corporate Debt, Government Debt
                           (Central Clearing House and Depository
                           (Budapest) Ltd. - Kozponti Elszamolohaz es
                           Ertektar (Budapest) Rt.)

ICELAND                    ISD                                            Equity, Corporate Debt, Government Debt
                           (The Islandic Securities Depository)

INDIA                      NSDL                                           Equity, Corporate Debt, Government Debt
                           (National Securities Depository Limited)

                           CDSL                                           Equity
                           (Central Depository Services (India) Limited)

                           RBI                                            Government Debt
                           (Reserve Bank of India)

INDONESIA                  KSEI                                           Equity, Corporate Debt
                           (PT Kustodian Sentral Efek Indonesia)

IRELAND                    CREST                                          Equity, Corporate Debt
                           (CRESTCo Limited)

ISRAEL                     TECH                                           Equity, Corporate Debt, Government Debt
                           (Tel Aviv Stock Exchange Clearing House Ltd.)

ITALY                      Monte Titoli S.p.A.                            Equity, Corporate Debt, Government Debt

IVORY COAST                DC/BR                                          Equity
                           (Le Depositaire Central / Banque de
                           Reglement)

JAMAICA                    JCSD                                           Equity, Corporate Debt, Government Debt
                           (Jamaica Central Securities Depository)

JAPAN                      JASDEC                                         Equity, Convertible Debt
                           (Japan Securities Depository Center,
                           Incorporated)

                           BoJ                                            Registered Government Debt
                           (Bank of Japan)

KAZAHKSTAN                 CSD                                            Equity
                           (Central Securities Depository CJSC)


                                       00





XXXXXXX                    XXXXXXXXXX                                     XXXXXXXXXXX
                                                                    
XXXXX                      XXXX                                           Government Debt
                           (Central Bank Central Depository)

LATVIA                     LCD                                            Equity, Corporate Debt, Government Debt
                           (Latvian Central Depository)

LEBANON                    Midclear X.X.X.                                Equity
                           (Custodian and Clearing Center of Financial
                           Instruments for Lebanon and the Middle East
                           X.X.X.)

LITHUANIA                  CSDL                                           Equity, Corporate Debt, Government Debt
                           (Central Securities Depository of Lithuania)

LUXEMBOURG                 CBL                                            Equity
                           (Clearstream Banking S.A.)

MALAYSIA                   MCD                                            Equity, Corporate Debt
                           (Malaysian Central Depository Sdn. Bhd.)

                           BNM                                            Government Debt
                           (Bank Negara Malaysia)

MALTA                      CSD                                            Equity, Corporate Debt, Government Debt
                           (The Central Securities Depository)

MAURITIUS                  CDS                                            Equity, Corporate Debt
                           (Central Depository and Settlement Company
                           Limited)

MEXICO                     INDEVAL                                        Equity, Corporate Debt, Government Debt
                           (S.D. INDEVAL S.A. de C.V.)

MOROCCO                    Maroclear                                      Equity, Corporate Debt, Government Debt

NETHERLANDS                Euroclear Netherlands                          Equity, Corporate Debt, Government Debt

NEW ZEALAND                NZCSD                                          Equity, Corporate Debt, Government Debt
                           (New Zealand Central Securities Depository)

NIGERIA                    CSCS                                           Equity, Corporate Debt, Government Debt
                           (Central Securities Clearing System Limited)

NORWAY                     VPS                                            Equity, Corporate Debt, Government Debt
                           (Verdipapirsentralen)

OMAN                       MDSRC                                          Equity, Corporate Debt
                           (The Muscat Depository and Securities
                           Registration Company, S.A.O.C.)

PAKISTAN                   CDC                                            Equity, Corporate Debt
                           (Central Depository Company of Pakistan
                           Limited)

                           SBP                                            Government Debt
                           (State Bank of Pakistan)


                                       83





COUNTRY                    DEPOSITORY                                     INSTRUMENTS
                                                                    
PERU                       CAVALI                                         Equity, Corporate Debt, Government Debt
                           (CAVALI ICLV S.A.)

PHILIPPINES                PCD                                            Equity
                           (Philippine Central Depository, Inc.)

                           XXXX                                           Government Debt
                           (Bangko Sentral ng Pilipinas / Register of
                           Scripless Securities)

POLAND                     NDS                                            Equity, Long-Term Government Debt
                           (National Depository for Securities S.A.)

                           CRT                                            Short-Term Government Debt
                           (Central Registry of Treasury-Bills)

PORTUGAL                   INTERBOLSA                                     Equity, Corporate Debt, Government Debt
                           (Sociedade Gestora de Sistemas de Liquidacao
                           e de Sistemas Centralizados de Valores
                           Mobiliarios, S.A.)

ROMANIA                    SNCDD                                          Equity
                           (National Company for Clearing, Settlement
                           and Depository for Securities)

                           BSE                                            Equity
                           (Bucharest Stock Exchange)

RUSSIA                     VTB                                            Equity, Corporate Debt, Government Debt
                           (Vneshtorgbank)                                (Ministry of Finance Bonds)

                           NDC                                            Equity, Corporate Debt, Government Debt
                           (National Depository Centre)

SINGAPORE                  CDP                                            Equity, Corporate Debt
                           (The Central Depository (Pte) Limited)

                           MAS                                            Government Debt
                           (Monetary Authority of Singapore)

SLOVAK REPUBLIC            SCP                                            Equity, Corporate Debt, Government Debt
                           (Stredisko cennych papierov SR, a.s.)

                           NBS                                            Government Debt
                           (National Bank of Slovakia)

SLOVENIA                   KDD                                            Equity, Corporate Debt, Government Debt
                           (Centralna klirinsko depotna xxxxxx x.x.)

SOUTH AFRICA               CD                                             Corporate Debt, Government Debt
                           (The Central Depository Limited)

                           STRATE                                         Equity
                           (Share Transactions Totally Electronic)


                                       84





COUNTRY                    DEPOSITORY                                     INSTRUMENTS
                                                                    
SOUTH KOREA                KSD                                            Equity, Corporate Debt, Government Debt
                           (Korea Securities Depository)

SPAIN                      SCLV                                           Equity, Corporate Debt
                           (Servicio de Compensacion y Liquidacion de
                           Valores, S.A.)

                           Bank of Spain                                  Corporate Debt, Government Debt

SRI LANKA                  CDS                                            Equity, Corporate Debt
                           (Central Depository System (Private) Limited)

SWEDEN                     VPC                                            Equity, Corporate Debt, Government Debt
                           (Vardepapperscentralen AB)

SWITZERLAND                SIS                                            Equity, Corporate Debt, Government Debt
                           (SIS SegaInterSettle AG)

TAIWAN                     TSCD                                           Equity, Government Debt
                           (Taiwan Securities Central Depository Co.,
                           Ltd.)

THAILAND                   TSD                                            Equity, Corporate Debt, Government Debt
                           (Thailand Securities Depository Company
                           Limited)

TUNISIA                    STICODEVAM                                     Equity, Corporate Debt, Government Debt
                           (Societe Tunisienne Interprofessionnelle
                           pour la Compensation et le Depot des Valeurs
                           Mobilieres)

TURKEY                     TAKASBANK                                      Equity, Corporate Debt, Government Debt
                           (IMKB Takas ve Saklama Bankasi A.S.)

UNITED ARAB EMIRATES       DFM                                            Equity, Corporate Debt, Government Debt
                           (Dubai Financial Market Clearing House)

UNITED KINGDOM             CREST                                          Equity, Corporate Debt, Government Debt
                           (CRESTCo Limited)

                           CMO                                            Sterling & Euro CDs, Commercial Paper
                           (Central Moneymarkets Office)

UNITED STATES              DTC                                            Equity, Corporate Debt
                           (Depository Trust Company)

                           FED                                            Government Debt, Mortgage Back Debt
                           (The Federal Reserve Book-Entry System)

VENEZUELA                  BCV                                            Government Debt
                           (Banco Central de Venezuela)

                           CVV                                            Equity, Corporate Debt, Money Market
                           (Caja Venezolana de Valores, S.A.)

VIETNAM                    SCC                                            Equity, Corporate Debt, Government Debt
                           (Securities Xxxxxxx Xxxxxx)


                                       00





XXXXXXX                    XXXXXXXXXX                                     XXXXXXXXXXX
                                                                    
XXXXXX                     CSD                                            Equity, Government Debt
                           (XxXX Central Shares Depository Limited)

                           BoZ                                            Government Debt
                           (Bank of Zambia)


                                       86