FOREIGN CUSTODY MANAGER AGREEMENT



         AGREEMENT made as of January 6, 2003 between each entity listed on

Schedule 1 attached hereto (each a "Fund" and collectively, "Funds") and The

Bank of New York ("BNY").



                                   WITNESSETH:



         WHEREAS, the Fund and BNY have entered into a Custody Agreement (the

"Custody Agreement");



         WHEREAS, the Fund is authorized to issue shares in separate series,

with each such series representing interests in a separate portfolio of

securities and other assets, and the Fund has made each of its current series

listed on Schedule 1 hereto (the "Series"), as may be amended from time to time,

subject to this Agreement;



         WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager

on the terms and conditions contained herein;



         WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform

the duties set forth herein on the terms and conditions contained herein; and



         NOW THEREFORE, in consideration of the mutual promises hereinafter

contained in this Agreement, the Fund and BNY hereby agree as follows:



                                   ARTICLE I.

                                   DEFINITIONS



         Whenever used in this Agreement, the following words and phrases,

unless the context otherwise requires, shall have the following meanings:



         1. "BOARD" shall mean the board of directors or board of trustees, as

the case may be, of the Fund.



         2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the

Rule.



         3. "MONITORING SYSTEM" shall mean a system established by BNY to

fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of

Article III of this Agreement.



         4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY

under the Rule as a Foreign Custody Manager with respect to each Specified

Country and each Eligible Foreign Custodian selected by BNY, as such

responsibilities are more fully described in Article III of this Agreement.



         5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of

1940, as amended on June 12, 2000.



{PAGE}



         6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule 2

attached hereto (as amended from time to time) and each country, other than the

United States, constituting the primary market for a security with respect to

which the Fund has given, or may give, settlement instructions to The Bank of

New York as custodian (the "Custodian") under its Custody Agreement with the

Fund.



                                   ARTICLE II.

                        BNY AS A FOREIGN CUSTODY MANAGER



         1. The Fund on behalf of its Board hereby delegates to BNY with respect

to each Specified Country the Responsibilities.



         2. BNY accepts the Board's delegation of Responsibilities with respect

to each Specified Country and agrees in performing the Responsibilities as a

Foreign Custody Manager to exercise reasonable care, prudence and diligence such

as a person having responsibility for the safekeeping of the Fund's assets would

exercise.



         3. BNY shall provide to the Board and the Fund's investment adviser at

such times as the Board deems reasonable and appropriate based on the

circumstances of the Fund's foreign custody arrangements (but in no event less

frequently than quarterly) written reports notifying the Board and the Fund's

investment adviser of the placement of assets of the Fund with a particular

Eligible Foreign Custodian within a Specified Country and shall promptly notify

the Board and the Fund's investment adviser of any material change in the

arrangements (including the contract governing such arrangements) with respect

to assets of the Fund with any such Eligible Foreign Custodian.



                                  ARTICLE III.

                                RESPONSIBILITIES



         1. Subject to the provisions of this Agreement, BNY shall with respect

to each Specified Country select an Eligible Foreign Custodian. In connection

therewith, BNY shall: (a) determine that assets of the Fund held by such

Eligible Foreign Custodian will be subject to reasonable care, based on the

standards applicable to custodians in the relevant market in which such Eligible

Foreign Custodian operates, after considering all factors relevant to the

safekeeping of such assets, including, without limitation, those contained in

paragraph (c)(l) of the Rule; (b) determine that the Fund's foreign custody

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