<DOCUMENT>
<TYPE>EX-99.2J
<SEQUENCE>5
<FILENAME>c22094_ex99-2j.txt
<DESCRIPTION>CUSTODIAN CONTRACT
<TEXT>

                                                                     Exhibit (j)

                               CUSTODIAN CONTRACT


        This  Contract is made as of November  __, 2001 between  BlackRock  Core
Bond Trust, a business trust  organized and existing under the laws of the State
of Delaware,  having its  principal  place of business at 100 Bellevue  Parkway,
Wilmington,  Delaware 19809 hereinafter called the "Fund", and State Street Bank
and Trust Company, a Massachusetts trust company,  having its principal place of
business at 225  Franklin  Street,  Boston,  Massachusetts,  02110,  hereinafter
called the "Custodian",

        WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:


1.      EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

        The Fund hereby  employs the  Custodian  as the  custodian of its assets
pursuant to the provisions of the Fund's agreement and declaration of trust (the
"Declaration  of  Trust").  The Fund  agrees to  deliver  to the  Custodian  all
securities  and cash  owned by it,  and all  payments  of  income,  payments  of
principal or capital distributions received by it with respect to all securities
owned by the Fund from time to time, and the cash  consideration  received by it
for such new or treasury shares of beneficial interest ("Shares") of the Fund as
may be issued or sold from time to time. The Custodian  shall not be responsible
for any  property of the Fund held or received by the Fund and not  delivered to
the Custodian.

        Upon receipt of "Proper Instructions" (within the meaning of Article 6),
the  Custodian  shall from time to time employ one or more  sub-custodians,  but
only in accordance  with an applicable vote by the board of trustees of the Fund
(the  "Board"),  and  provided  that the  Custodian  shall  have no more or less
responsibility  or  liability to the Fund on account of any actions or omissions
of  any  sub-custodian  so  employed  than  any  such  sub-custodian  has to the
Custodian.


2.      DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
        CUSTODIAN

2.1     HOLDING  SECURITIES.  The Custodian shall hold and physically  segregate
        for the  account  of the  Fund  all  non-cash  property,  including  all
        securities  owned by the  Fund,  other  than (a)  securities  which  are
        maintained  pursuant to Section 2.8 in a clearing agency registered with
        the U.S.  Securities and Exchange  Commission  (the "SEC") under Section
        17A of the Securities  Exchange Act of 1934 (the "Exchange Act"),  which
        acts as a securities depository,  or in the book-entry system authorized
        by the U.S.  Department  of the  Treasury and certain  federal  agencies
        (each, a "Securities  System") and (b) commercial paper of an issuer for
        which  State  Street Bank and Trust  Company  acts as issuing and paying
        agent

<PAGE>


        ("Direct  Paper")  which is deposited  and/or  maintained  in the Direct
        Paper System of the Custodian  (the "Direct Paper  System")  pursuant to
        Section 2.9.

2.2     DELIVERY  OF  SECURITIES.   The  Custodian  shall  release  and  deliver
        securities  owned by the Fund held by the  Custodian  or in a Securities
        System account of the Custodian  ("Securities System Account") or in the
        Custodian's Direct Paper book entry system account ("Direct Paper System
        Account")  only  upon  receipt  of  Proper  Instructions,  which  may be
        continuing instructions when deemed appropriate by the parties, and only
        in the following cases:

        1)      Upon sale of such  securities  for the  account  of the Fund and
                receipt of payment therefor;

        2)      Upon the receipt of payment in  connection  with any  repurchase
                agreement related to such securities entered into by the Fund;

        3)      In the case of a sale effected through a Securities  System,  in
                accordance with the provisions of Section 2.8 hereof;

        4)      To the  depository  agent in  connection  with  tender  or other
                similar offers for securities of the Fund;

        5)      To the  issuer  thereof or its agent  when such  securities  are
                called, redeemed,  retired or otherwise become payable; provided
                that, in any such case, the cash or other consideration is to be
                delivered to the Custodian;

        6)      To the issuer thereof,  or its agent, for transfer into the name
                of the Fund or into the name of any  nominee or  nominees of the
                Custodian  or  into  the  name  or  nominee  name  of any  agent
                appointed  pursuant  to Section  2.7 or into the name or nominee
                name of any  sub-custodian  appointed  pursuant to Article 1; or
                for exchange for a different  number of bonds,  certificates  or
                other  evidence  representing  the same aggregate face amount or
                number  of  units;  PROVIDED  that,  in any such  case,  the new
                securities are to be delivered to the Custodian;

        7)      Upon the sale of such securities for the account of the Fund, to
                the  broker  or its  clearing  agent,  against  a  receipt,  for
                examination  in  accordance  with  "street   delivery"   custom;
                provided  that in any such  case,  the  Custodian  shall have no
                responsibility  or  liability  for any  loss  arising  from  the
                delivery of such securities prior to receiving  payment for such
                securities   except  as  may  arise  from  the  Custodian's  own
                negligence or willful misconduct;

        8)      For  exchange  or  conversion  pursuant  to any plan of  merger,
                consolidation, recapitalization,  reorganization or readjustment
                of the securities of the issuer of such securities,  or pursuant
                to provisions for conversion  contained in such  securities,  or
                pursuant to any deposit  agreement;  provided  that, in any such
                case,  the new  securities and cash, if any, are to be delivered
                to the Custodian;

                                       2
<PAGE>


        9)      In the case of  warrants,  rights  or  similar  securities,  the
                surrender  thereof in the exercise of such  warrants,  rights or
                similar  securities  or the  surrender  of interim  receipts  or
                temporary securities for definitive  securities;  provided that,
                in any such case, the new securities and cash, if any, are to be
                delivered to the Custodian;

        10)     For delivery in connection  with any loans of securities made by
                the Fund,  BUT ONLY against  receipt of adequate  collateral  as
                agreed  upon  from time to time by the  Custodian  and the Fund,
                which  may be in the form of cash or  obligations  issued by the
                United  States  government,  its agencies or  instrumentalities,
                except that in connection with any loans for which collateral is
                to be  credited  to the  Custodian's  account in the  book-entry
                system  authorized by the U.S.  Department of the Treasury,  the
                Custodian  will  not be  held  liable  or  responsible  for  the
                delivery of securities owned by the Fund prior to the receipt of
                such collateral;

        11)     For delivery as security in  connection  with any  borrowings by
                the Fund  requiring  a pledge of  assets  by the Fund,  BUT ONLY
                against receipt of amounts borrowed;

        12)     For delivery in accordance  with the provisions of any agreement
                among the Fund,  the  Custodian and a  broker-dealer  registered
                under the Exchange Act and a member of The National  Association
                of Securities  Dealers,  Inc.  ("NASD"),  relating to compliance
                with the rules of The Options  Clearing  Corporation  and of any
                registered  national  securities  exchange,  or of  any  similar
                organization  or   organizations,   regarding  escrow  or  other
                arrangements in connection with transactions by the Fund;

        13)     For delivery in accordance  with the provisions of any agreement
                among the Fund, the Custodian, and a Futures Commission Merchant
                registered  under  the  Commodity   Exchange  Act,  relating  to
                compliance  with the  rules  of the  Commodity  Futures  Trading
                Commission  (the  "CFTC")  and/or any  Contract  Market,  or any
                similar   organization  or   organizations,   regarding  account
                deposits in connection with transactions by the Fund;

        14)     For any other  proper  purpose,  BUT ONLY upon receipt of Proper
                Instructions  specifying  the  securities  of  the  Fund  to  be
                delivered,  setting forth the purpose for which such delivery is
                to be made,  declaring such purpose to be a proper purpose,  and
                naming the person or persons to whom delivery of such securities
                shall be made.

2.3     REGISTRATION OF SECURITIES. Securities held by the Custodian (other than
        bearer securities) shall be registered in the name of the Fund or in the
        name of any nominee of the Fund or of any nominee of the Custodian which
        nominee shall be assigned  exclusively to the Fund,  UNLESS the Fund has
        authorized in writing the  appointment of a nominee to be used in common
        with other  registered  investment  companies having the same investment
        adviser  as the  Fund,  or in the  name or  nominee  name  of any  agent
        appointed  pursuant to Section 2.7 or


                                       3
<PAGE>


        in the name or nominee name of any sub-custodian  appointed  pursuant to
        Article 1. All  securities  accepted by the  Custodian  on behalf of the
        Fund under the terms of this Contract shall be in "street name" or other
        good  delivery  form.  If,  however,  the Fund directs the  Custodian to
        maintain  securities in "street name",  the Custodian  shall utilize its
        best  efforts  only  to  timely  collect  income  due  the  Fund on such
        securities  and to  notify  the  Fund on a best  efforts  basis  only of
        relevant corporate actions including,  without  limitation,  pendency of
        calls, maturities, tender or exchange offers.

2.4     BANK  ACCOUNTS.  The  Custodian  shall open and maintain a separate bank
        account or  accounts in the name of the Fund,  subject  only to draft or
        order by the Custodian  acting  pursuant to the terms of this  Contract,
        and shall hold in such  account or accounts,  subject to the  provisions
        hereof,  all cash  received  by it from or for the  account of the Fund,
        other than cash maintained by the Fund in a bank account established and
        used in accordance  with Rule 17f-3 under the Investment  Company Act of
        1940,  as amended (the "1940 Act").  Funds held by the Custodian for the
        Fund may be  deposited  by it to its credit as  Custodian in the banking
        department of the Custodian or in such other banks or trust companies as
        it may in its discretion deem necessary or desirable; PROVIDED, however,
        that every such bank or trust  company  shall be  qualified  to act as a
        custodian  under the 1940 Act and that  each such bank or trust  company
        and the funds to be deposited with each such bank or trust company shall
        be approved  by vote of a majority of the Board of the Fund.  Such funds
        shall be  deposited by the  Custodian  in its capacity as Custodian  and
        shall be withdrawable by the Custodian only in that capacity.

2.5     COLLECTION  OF INCOME.  Subject to the  provisions  of Section  2.3, the
        Custodian  shall collect on a timely basis all income and other payments
        with respect to registered  securities  held hereunder to which the Fund
        shall be entitled  either by law or pursuant to custom in the securities
        business,  and shall  collect  on a timely  basis all  income  and other
        payments with respect to bearer securities if, on the date of payment by
        the  issuer,  such  securities  are held by the  Custodian  or its agent
        thereof  and shall  credit  such  income,  as  collected,  to the Fund's
        custodian account. Without limiting the generality of the foregoing, the
        Custodian  shall  detach and  present  for payment all coupons and other
        income  items  requiring  presentation  as and when they  become due and
        shall collect interest when due on securities held hereunder. Income due
        the Fund on securities  loaned pursuant to the provisions of Section 2.2
        (10) shall be the responsibility of the Fund. The Custodian will have no
        duty or  responsibility in connection  therewith,  other than to provide
        the Fund with such information or data as may be necessary to assist the
        Fund in arranging for the timely delivery to the Custodian of the income
        to which the Fund is properly entitled.

2.6     PAYMENT OF FUND MONIES. Upon receipt of Proper  Instructions,  which may
        be continuing  instructions when deemed appropriate by the parties,  the
        Custodian shall pay out monies of the Fund in the following cases only:

        1)      Upon the purchase of securities,  options,  futures contracts or
                options on  futures  contracts  for the  account of the Fund but
                only (a) against the delivery of such  securities or evidence of
                title to such options, futures contracts or options on futures

                                       4
<PAGE>


                contracts to the Custodian  (or any bank,  banking firm or trust
                company  doing  business in the United States or abroad which is
                qualified  under the 1940 Act to act as a custodian and has been
                designated  by the  Custodian  as its  agent  for this  purpose)
                registered  in the name of the Fund or in the name of a  nominee
                of the Custodian  referred to in Section 2.3 hereof or in proper
                form  for  transfer;  (b) in the  case  of a  purchase  effected
                through a Securities  System,  in accordance with the conditions
                set forth in Section 2.8  hereof;  (c) in the case of a purchase
                involving  the  Direct  Paper  System,  in  accordance  with the
                conditions  set  forth  in  Section  2.11;  (d) in the  case  of
                repurchase  agreements  entered  into  between  the Fund and the
                Custodian, or another bank, or a broker-dealer which is a member
                of NASD,  (i)  against  delivery  of the  securities  either  in
                certificate  form or through an entry  crediting the Custodian's
                account at the Federal Reserve Bank with such securities or (ii)
                against delivery of the receipt evidencing  purchase by the Fund
                of securities owned by the Custodian along with written evidence
                of the agreement by the Custodian to repurchase  such securities
                from the Fund or (e) for transfer to a time  deposit  account of
                the Fund in any bank;  such  transfer  may be effected  prior to
                receipt of a  confirmation  from a broker and/or the  applicable
                bank pursuant to Proper Instructions as defined in Article 6;

        2)      In  connection  with   conversion,   exchange  or  surrender  of
                securities owned by the Fund as set forth in Section 2.2 hereof;

        3)      For the  payment of any  expense or  liability  incurred  by the
                Fund,  including but not limited to the  following  payments for
                the  account  of the Fund:  interest,  taxes,  management  fees,
                accounting  fees,  transfer  agent and legal fees, and operating
                expenses of the Fund  whether or not such  expenses are to be in
                whole or part capitalized or treated as deferred expenses;

        4)      For  the  payment  of any  dividends  declared  pursuant  to the
                governing documents of the Fund;

        5)      For  payment of the amount of  dividends  received in respect of
                securities sold short;

        6)      For any other  proper  purpose,  BUT ONLY upon receipt of Proper
                Instructions  specifying  the  amount of such  payment,  setting
                forth  the  purpose  for  which  such  payment  is to  be  made,
                declaring  such purpose to be a proper  purpose,  and naming the
                person or persons to whom such payment is to be made.

2.7     APPOINTMENT  OF AGENTS.  The  Custodian  may at any time or times in its
        discretion  appoint (and may at any time remove) any other bank or trust
        company  which  is  itself  qualified  under  the  1940  Act to act as a
        custodian,  as its  agent to carry  out such of the  provisions  of this
        Article  2 as the  Custodian  may from  time to time  direct;  PROVIDED,
        however,  that the  appointment  of any  agent  shall  not  relieve  the
        Custodian of its responsibilities or liabilities hereunder.

                                       5
<PAGE>


2.8     DEPOSIT OF SECURITIES IN SECURITIES  SYSTEMS.  The Custodian may deposit
        and/or maintain  securities owned by the Fund in a Securities  System in
        accordance  with  applicable  Federal  Reserve  Board  and SEC rules and
        regulations, if any, and subject to the following provisions:

        1)      The  Custodian  may keep  securities of the Fund in a Securities
                System  provided  that  such  securities  are  represented  in a
                Securities  System Account which shall not include any assets of
                the Custodian  other than assets held as a fiduciary,  custodian
                or otherwise for customers;

        2)      The records of the  Custodian  with respect to securities of the
                Fund which are maintained in a Securities  System shall identify
                by book-entry those securities belonging to the Fund;

        3)      The Custodian shall pay for securities purchased for the account
                of the Fund  upon (i)  receipt  of  advice  from the  Securities
                System  that  such  securities  have  been  transferred  to  the
                Securities  System  Account,  and (ii) the making of an entry on
                the  records  of the  Custodian  to  reflect  such  payment  and
                transfer  for the  account  of the  Fund.  The  Custodian  shall
                transfer  securities  sold for the  account of the Fund upon (i)
                receipt of advice from the  Securities  System that  payment for
                such  securities has been  transferred to the Securities  System
                Account,  and (ii) the making of an entry on the  records of the
                Custodian to reflect  such  transfer and payment for the account
                of the Fund. Copies of all advices from the Securities System of
                transfers  of  securities  for the  account  of the  Fund  shall
                identify the Fund, be  maintained  for the Fund by the Custodian
                and be provided to the Fund at its request.  Upon  request,  the
                Custodian  shall furnish the Fund  confirmation of each transfer
                to or from the  account  of the  Fund in the  form of a  written
                advice or notice and shall  furnish to the Fund  copies of daily
                transaction  sheets  reflecting  each day's  transactions in the
                Securities System for the account of the Fund;

        4)      The Custodian shall provide the Fund with any report obtained by
                the  Custodian on the  Securities  System's  accounting  system,
                internal  accounting  control and  procedures  for  safeguarding
                securities deposited in the Securities System;

        5)      Anything to the contrary in this Contract  notwithstanding,  the
                Custodian  shall be liable to the Fund for any loss or damage to
                the Fund resulting  from use of the Securities  System by reason
                of any negligence, misfeasance or misconduct of the Custodian or
                any of its  agents or of any of its or their  employees  or from
                failure  of  the   Custodian   or  any  such  agent  to  enforce
                effectively  such rights as it may have  against the  Securities
                System;  at the election of the Fund, it shall be entitled to be
                subrogated  to the rights of the  Custodian  with respect to any
                claim  against the  Securities  System or any other person which
                the  Custodian  may have as a  consequence  of any such  loss or
                damage  if and to the  extent  that the  Fund has not been  made
                whole for any such loss or damage.

                                       6
<PAGE>


2.9     FUND ASSETS HELD IN THE CUSTODIAN'S  DIRECT PAPER SYSTEM.  The Custodian
        may deposit and/or maintain  securities  owned by the Fund in the Direct
        Paper System of the Custodian subject to the following provisions:

        1)      No transaction relating to securities in the Direct Paper System
                will be effected in the absence of Proper Instructions;

        2)      The  Custodian  may keep  securities  of the Fund in the  Direct
                Paper System only if such  securities are  represented in Direct
                Paper System  Account  which shall not include any assets of the
                Custodian  other than assets held as a  fiduciary,  custodian or
                otherwise for customers;

        3)      The records of the  Custodian  with respect to securities of the
                Fund which are  maintained  in the  Direct  Paper  System  shall
                identify by book-entry those securities belonging to the Fund;

        4)      The Custodian shall pay for securities purchased for the account
                of the Fund upon the  making of an entry on the  records  of the
                Custodian to reflect such payment and transfer of  securities to
                the account of the Fund. The Custodian shall transfer securities
                sold for the  account of the Fund upon the making of an entry on
                the  records of the  Custodian  to  reflect  such  transfer  and
                receipt of payment for the account of the Fund;

        5)      The  Custodian  shall  furnish  the  Fund  confirmation  of each
                transfer  to or from the  account of the Fund,  in the form of a
                written  advice or notice,  of Direct Paper on the next business
                day following such transfer and shall furnish to the Fund copies
                of daily transaction sheets reflecting each day's transaction in
                the Securities System for the account of the Fund;

        6)      The  Custodian  shall  provide  the Fund with any  report on its
                system of internal accounting control as the Fund may reasonably
                request from time to time.

2.10    SEGREGATED   ACCOUNT.   The  Custodian  shall  upon  receipt  of  Proper
        Instructions  from the Fund establish and maintain a segregated  account
        or  accounts  for and on behalf  of the  Fund,  into  which  account  or
        accounts may be transferred cash and/or securities, including securities
        maintained  in an  account by the  Custodian  pursuant  to  Section  2.8
        hereof, (i) in accordance with the provisions of any agreement among the
        Fund, the Custodian and a  broker-dealer  registered  under the Exchange
        Act and a  member  of the  NASD  (or  any  futures  commission  merchant
        registered  under the Commodity  Exchange  Act),  relating to compliance
        with the rules of The Options Clearing Corporation and of any registered
        national  securities  exchange (or the CFTC or any  registered  contract
        market),  or of any similar  organization  or  organizations,  regarding
        escrow or other  arrangements  in connection  with  transactions  by the
        Fund, (ii) for purposes of segregating cash or government  securities in
        connection  with  options  purchased,  sold or  written  by the  Fund or
        commodity  futures contracts or options thereon purchased or sold by the
        Fund,  (iii)  for the  purposes  of  compliance  by the  Fund  with

                                       7
<PAGE>


        the procedures  required by Investment Company Act Release No. 10666, or
        any  subsequent   release  or  releases  of  the  SEC  relating  to  the
        maintenance of segregated  accounts by registered  investment  companies
        and (iv) for other  proper  purposes,  BUT  ONLY,  in the case of clause
        (iv),  upon receipt of Proper  Instructions  from the Fund setting forth
        the purpose or purposes of such  segregated  account and declaring  such
        purposes to be proper purposes.

2.11    OWNERSHIP  CERTIFICATES  FOR TAX PURPOSES.  The Custodian  shall execute
        ownership  and other  certificates  and  affidavits  for all federal and
        state  tax  purposes  in  connection  with  receipt  of  income or other
        payments  with  respect  to  securities  of the  Fund  held by it and in
        connection with transfers of such securities.

2.12    PROXIES.  The  Custodian  shall,  with  respect to the  securities  held
        hereunder,  cause to be promptly  executed by the  registered  holder of
        such securities,  if the securities are registered otherwise than in the
        name  of the  Fund  or a  nominee  of the  Fund,  all  proxies,  without
        indication  of the manner in which  such  proxies  are to be voted,  and
        shall promptly  deliver to the Fund such proxies,  all proxy  soliciting
        materials and all notices relating to such securities.

2.13    COMMUNICATIONS RELATING TO FUND SECURITIES. Subject to the provisions of
        Section  2.3,  the  Custodian  shall  transmit  promptly to the Fund all
        written information  (including,  without limitation,  pendency of calls
        and  maturities of securities  and  expirations  of rights in connection
        therewith and notices of exercise of call and put options written by the
        Fund and the  maturity  of futures  contracts  purchased  or sold by the
        Fund)  received by the Custodian  from issuers of the  securities  being
        held for the  Fund.  With  respect  to tender or  exchange  offers,  the
        Custodian  shall transmit  promptly to the Fund all written  information
        received by the Custodian from issuers of the securities whose tender or
        exchange is sought and from the party (or his 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,  the
        Fund shall notify the  Custodian at least three  business  days prior to
        the date on which the Custodian is to take such action.

2.14    REPORTS TO FUND BY INDEPENDENT  PUBLIC  ACCOUNTANTS  The Custodian shall
        provide the Fund, at such times as the Fund may reasonably require, with
        reports by independent  public  accountants  on the  accounting  system,
        internal accounting control and procedures for safeguarding  securities,
        futures contracts and options on futures contracts, including securities
        deposited  and/or  maintained  in a Securities  System,  relating to the
        services  provided by the Custodian  under this Contract;  such reports,
        shall be of sufficient scope and in sufficient detail, as may reasonably
        be  required  by the Fund,  to  provide  reasonable  assurance  that any
        material  inadequacies  would be disclosed by such examination,  and, if
        there are no such inadequacies, the reports shall so state.


3.      PROVISIONS RELATING TO RULES 17F-5 AND 17F-7

                                       8
<PAGE>


3.1.    DEFINITIONS. Capitalized terms in this Contract shall have the following
        meanings:

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

        "Eligible Foreign Custodian" has the meaning set forth in section (a)(1)
        of Rule 17f-5,  including a majority-owned  or indirect  subsidiary of a
        U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the
        requirements  of an  Eligible  Foreign  Custodian  (as set forth in Rule
        17f-5 or by other appropriate action of the SEC), or a foreign branch of
        a Bank (as  defined in  Section  2(a)(5)  of the 1940 Act)  meeting  the
        requirements  of a custodian  under  Section  17(f) of the 1940 Act; the
        term does not include any Eligible Securities Depository.

        "Eligible  Securities  Depository"  has the meaning set forth in section
        (b)(1) of Rule 17f-7.

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

        "Foreign Custody Manager" has the meaning set forth in section (a)(3) of
        Rule 17f-5.

3.2.    THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

        3.2.1   DELEGATION  TO THE  CUSTODIAN AS FOREIGN  CUSTODY  MANAGER.  The
                Fund, by resolution  adopted by its Board,  hereby  delegates to
                the  Custodian,  subject  to  Section  (b) of  Rule  17f-5,  the
                responsibilities  set forth in this  Section 3.2 with respect to
                Foreign Assets held outside the United States, and the Custodian
                hereby accepts such delegation as Foreign Custody Manager of the
                Fund.

        3.2.2   COUNTRIES   COVERED.   The  Foreign  Custody  Manager  shall  be
                responsible   for  performing  the  delegated   responsibilities
                defined  below only with  respect to the  countries  and custody
                arrangements  for each such country listed on Schedule A to this
                Contract,  which list of  countries  may be amended from time to
                time by the  Fund  with the  agreement  of the  Foreign  Custody
                Manager.  The Foreign  Custody  Manager shall list on Schedule A
                the Eligible Foreign Custodians  selected by the Foreign Custody
                Manager to maintain  the Fund's  assets,  which list of Eligible
                Foreign  Custodians may be amended from time to time in the sole
                discretion of the Foreign Custody  Manager.  The Foreign Custody
                Manager  will  provide   amended   versions  of  Schedule  A  in
                accordance with Section 3.2.5 hereof.

                                       9
<PAGE>


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

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

        3.2.3   SCOPE OF DELEGATED RESPONSIBILITIES.

                (a)     SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the
                provisions of this Section 3.2, the Foreign  Custody Manager may
                place  and  maintain  the  Foreign  Assets  in the  care  of the
                Eligible  Foreign  Custodian  selected  by the  Foreign  Custody
                Manager in each  country  listed on Schedule A, as amended  from
                time to time. In performing  its delegated  responsibilities  as
                Foreign Custody Manager to place or maintain Foreign Assets with
                an Eligible Foreign Custodian, the Foreign Custody Manager shall
                determine  that the Foreign Assets will be subject to reasonable
                care,  based on the  standards  applicable  to custodians in the
                country  in  which  the  Foreign  Assets  will  be  held by that
                Eligible  Foreign  Custodian,   after  considering  all  factors
                relevant to the safekeeping of such assets,  including,  without
                limitation the factors specified in Rule 17f-5(c)(1).

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

                                       10
<PAGE>


                (c)     MONITORING.  In each case in which the  Foreign  Custody
                Manager  maintains  Foreign  Assets  with  an  Eligible  Foreign
                Custodian  selected by the Foreign Custody Manager,  the Foreign
                Custody  Manager  shall  establish  a system to monitor  (i) the
                appropriateness  of  maintaining  the  Foreign  Assets with such
                Eligible Foreign  Custodian and (ii) the contract  governing the
                custody arrangements  established by the Foreign Custody Manager
                with the Eligible  Foreign  Custodian.  In the event the Foreign
                Custody Manager determines that the custody arrangements with an
                Eligible  Foreign  Custodian  it  has  selected  are  no  longer
                appropriate,  the Foreign Custody Manager shall notify the Board
                in accordance with Section 3.2.5 hereunder.

        3.2.4   GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes
                of this Section  3.2,  the Board (or at the Board's  delegation,
                the Fund's  duly-authorized  investment manager) shall be deemed
                to have considered and determined to accept such Country Risk as
                is  incurred by placing and  maintaining  the Foreign  Assets in
                each  country  for which the  Custodian  is  serving  as Foreign
                Custody Manager of the Fund.

        3.2.5   REPORTING REQUIREMENTS. The Foreign Custody Manager shall report
                the  withdrawal of the Foreign  Assets from an Eligible  Foreign
                Custodian and the placement of such Foreign  Assets with another
                Eligible Foreign  Custodian by providing to the Board an amended
                Schedule  A at the  end of the  calendar  quarter  in  which  an
                amendment to such  Schedule has  occurred.  The Foreign  Custody
                Manager  shall make written  reports  notifying the Board of any
                other material change in the foreign custody arrangements of the
                Fund  described in this Section 3.2 after the  occurrence of the
                material change.

        3.2.6   STANDARD  OF CARE AS FOREIGN  CUSTODY  MANAGER  OF THE FUND.  In
                performing  the  responsibilities  delegated  to it, the Foreign
                Custody Manager agrees to exercise reasonable care, prudence and
                diligence  such  as  a  person  having  responsibility  for  the
                safekeeping  of  assets  of  management   investment   companies
                registered under the 1940 Act would exercise.

        3.2.7   REPRESENTATIONS  WITH RESPECT TO RULE 17F-5. The Foreign Custody
                Manager represents to the Fund that it is a U.S. Bank as defined
                in section  (a)(7) of Rule  17f-5.  The Fund  represents  to the
                Custodian  that the Board has  determined  that it is reasonable
                for  the  Board  to  rely  on  the   Custodian  to  perform  the
                responsibilities  delegated  pursuant  to this  Contract  to the
                Custodian as the Foreign Custody Manager of the Fund.

        3.2.8   EFFECTIVE  DATE AND  TERMINATION  OF THE  CUSTODIAN  AS  FOREIGN
                CUSTODY  MANAGER.  The Board's  delegation  to the  Custodian as
                Foreign Custody Manager of the Fund shall be effective as of the
                date hereof and shall remain in effect until  terminated  at any
                time,  without  penalty,  by written notice from the terminating
                party to the  non-terminating  party.  Termination  will  become
                effective thirty (30) days after

                                       11
<PAGE>


                receipt  by  the  non-terminating  party  of  such  notice.  The
                provisions of Section  3.2.2 hereof shall govern the  delegation
                to and  termination of the Custodian as Foreign  Custody Manager
                of the Fund with respect to designated countries.

3.3     ELIGIBLE SECURITIES DEPOSITORIES.

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

        3.3.2   STANDARD OF CARE.  The Custodian  agrees to exercise  reasonable
                care,  prudence and diligence in performing the duties set forth
                in Section 3.3.1.

4.      DUTIES  OF THE  CUSTODIAN  WITH  RESPECT  TO  PROPERTY  OF THE FUND HELD
        OUTSIDE THE UNITED STATES.

4.1     DEFINITIONS.  Capitalized  terms  in  this  Article  4  shall  have  the
        following meanings:

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

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

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

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

                                       12
<PAGE>


4.4.    TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

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

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

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

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

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

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

        (vi)    To  brokers,   clearing  banks  or  other  clearing  agents  for
                examination or trade execution in accordance with market custom;
                provided that in any such case the Foreign  Sub-Custodian  shall
                have no  responsibility  or liability  for any loss arising from
                the delivery of such securities  prior to receiving  payment for
                such   securities   except  as  may  arise   from  the   Foreign
                Sub-Custodian's own negligence or willful misconduct;

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

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

                                       13
<PAGE>


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

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

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

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

        4.4.2.  PAYMENT OF FUND  MONIES.  Upon  receipt of Proper  Instructions,
                which may be continuing  instructions when deemed appropriate by
                the  parties,  the  Custodian  shall  pay  out,  or  direct  the
                respective  Foreign  Sub-Custodian  or  the  respective  Foreign
                Securities  System  to  pay  out,  monies  of  the  Fund  in the
                following cases only:

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

        (ii)    In  connection  with the  conversion,  exchange or  surrender of
                foreign securities of the Fund;

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

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

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

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

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

                                       14
<PAGE>


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

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

                The Custodian  shall provide to the Board the  information  with
                respect to custody and  settlement  practices  in  countries  in
                which the Custodian employs a Foreign Sub-Custodian described on
                Schedule  C  hereto  at the  time or  times  set  forth  on such
                Schedule. The Custodian may revise Schedule C from time to time,
                provided that no such  revision  shall result in the Board being
                provided  with  substantively  less  information  than  had been
                previously provided hereunder.

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

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

4.7.    COLLECTION OF INCOME.  The  Custodian  shall use  reasonable  commercial
        efforts to collect  all income and other  payments  with  respect to the
        Foreign  Assets held  hereunder  to which the Fund shall be entitled and
        shall credit such income,  as collected,  to the Fund. In the

                                       15
<PAGE>


        event that  extraordinary  measures are required to collect such income,
        the Fund and the  Custodian  shall consult as to such measures and as to
        the  compensation  and  expenses  of  the  Custodian  relating  to  such
        measures.

4.8     SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant
        to this Article 4, the Custodian will use reasonable  commercial efforts
        to  facilitate  the  exercise  of voting and other  shareholder  rights,
        subject always to the laws,  regulations and practical  constraints that
        may exist in the country  where such  securities  are  issued.  The Fund
        acknowledges  that  local  conditions,  including  lack  of  regulation,
        onerous  procedural  obligations,  lack of notice and other  factors may
        have the effect of severely limiting the ability of the Fund to exercise
        shareholder rights.

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

4.10.   LIABILITY OF FOREIGN SUB-CUSTODIANS.

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

4.11.   TAX LAW.

        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

                                       16
<PAGE>


        the United States or of any state or political  subdivision  thereof. It
        shall be the  responsibility  of the Fund to notify the Custodian of the
        obligations  imposed on the Fund or the  Custodian  as  custodian of the
        Fund by the tax law of countries other than those mentioned in the above
        sentence,  including  responsibility  for  withholding  and other taxes,
        assessments   or  other   governmental   charges,   certifications   and
        governmental  reporting.  The sole  responsibility of the Custodian with
        regard to such tax law shall be to use reasonable  efforts to assist the
        Fund with respect to any claim for exemption or refund under the tax law
        of countries for which the Fund has provided such information.

4.12.   LIABILITY OF CUSTODIAN.

        Except as may arise  from the  Custodian's  own  negligence  or  willful
        misconduct  or  the  negligence  or  willful  misconduct  of  a  Foreign
        Sub-Custodian,  the Custodian shall be without liability to the Fund for
        any  loss,  liability,  claim or  expense  resulting  from or  caused by
        anything which is part of Country Risk.

        The  Custodian  shall be liable for the acts or  omissions  of a Foreign
        Sub-Custodian   to  the  same  extent  as  set  forth  with  respect  to
        sub-custodians  generally in the  Contract  and,  regardless  of whether
        assets are  maintained  in the custody of a Foreign  Sub-Custodian  or a
        Foreign  Securities  System,  the Custodian  shall not be liable for any
        loss,  damage,   cost,  expense,   liability  or  claim  resulting  from
        nationalization, expropriation, currency restrictions, or acts of war or
        terrorism, or any other loss where the Sub-Custodian has otherwise acted
        with reasonable care.


5.      PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES

        The Custodian  shall receive from the  distributor of the Shares or from
the Fund's Transfer Agent (the "Transfer Agent") and deposit into the account of
the Fund such  payments as are received for Shares  thereof  issued or sold from
time to time by the Fund. The Custodian will provide timely  notification to the
Fund and the  Transfer  Agent of any receipt by it of payments for Shares of the
Fund.

        From such  funds as may be  available  for the  purpose,  the  Custodian
shall,  upon  receipt  of  instructions  from the  Transfer  Agent,  make  funds
available  for payment to holders of Shares who have  delivered  to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian
by a holder of  Shares,  which  checks  have been  furnished  by the Fund to the
holder of Shares,  when  presented  to the  Custodian  in  accordance  with such
procedures  and controls as are  mutually  agreed upon from time to time between
the Fund and the Custodian.

                                       17
<PAGE>


6.      PROPER INSTRUCTIONS

        Proper  Instructions  as used  throughout  this Contract means a writing
signed or  initialed  by one or more  person or persons as the Board  shall have
from time to time  authorized.  Each such  writing  shall set forth the specific
transaction or type of transaction  involved,  including a specific statement of
the  purpose  for which such  action is  requested.  Oral  instructions  will be
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person  authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be confirmed
in writing.  Proper  Instructions may include  communications  effected directly
between  electro-mechanical or electronic devices provided that the instructions
are  consistent  with  the  security  procedures  agreed  to by the Fund and the
Custodian including, but not limited to, the security procedures selected by the
Fund on the Funds  Transfer  Addendum  to this  Contract.  For  purposes of this
Article,   Proper  Instructions  shall  include  instructions  received  by  the
Custodian  pursuant to any  three-party  agreement  which  requires a segregated
asset account in accordance with Section 2.10.


7.      ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

        The Custodian may in its discretion,  without express authority from the
Fund:

        1)      make payments to itself or others for minor expenses of handling
                securities or other  similar items  relating to its duties under
                this  Contract,   PROVIDED  that  all  such  payments  shall  be
                accounted for to the Fund;

        2)      surrender   securities  in  temporary  form  for  securities  in
                definitive form;

        3)      endorse for collection,  in the name of the Fund, checks, drafts
                and other negotiable instruments; and

        4)      in  general,   attend  to  all   non-discretionary   details  in
                connection  with the  sale,  exchange,  substitution,  purchase,
                transfer and other  dealings with the securities and property of
                the Fund except as otherwise directed by the Board.


8.      EVIDENCE OF AUTHORITY

        The  Custodian  shall be  protected  in  acting  upon any  instructions,
notice, request,  consent,  certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a certified  copy of a vote of the Board as
conclusive evidence (a) of the authority of any person to act in accordance with
such vote or (b) of any  determination or of any action by the Board pursuant to
the  Declaration  of Trust  as  described  in such  vote,  and such  vote may be
considered as in full force and effect until receipt by the Custodian of written
notice to the contrary.

                                       18
<PAGE>


9.      DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION
        OF NET ASSET VALUE AND NET INCOME

        The Custodian shall cooperate with and supply  necessary  information to
the entity or  entities  appointed  by the Board to keep the books of account of
the Fund and/or compute the net asset value per share of the outstanding  shares
of the Fund or, if directed in writing to do so by the Fund,  shall  itself keep
such books of  account  and/or  compute  such net asset  value per share.  If so
directed,  the Custodian shall also calculate  weekly the net income of the Fund
as described in the Fund's registration statement on Form N-2 under the 1940 Act
as filed with the SEC (the  "Registration  Statement") and shall advise the Fund
and the Transfer  Agent  weekly of the total  amounts of such net income and, if
instructed  in  writing by an  officer  of the Fund to do so,  shall  advise the
Transfer Agent periodically of the division of such net income among its various
components.  The  calculations  of the net asset  value per share and the weekly
income  of the Fund  shall be made at the time or times  described  from time to
time in the Fund's currently effective Registration Statement.


10.     RECORDS

        The  Custodian  shall with  respect to the Fund create and  maintain all
records  relating to its activities and obligations  under this Contract in such
manner  as will  meet the  obligations  of the Fund  under  the 1940  Act,  with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Fund and shall at all times during
the regular  business  hours of the  Custodian  be open for  inspection  by duly
authorized officers, employees or agents of the Fund and employees and agents of
the SEC. The  Custodian  shall,  at the Fund's  request,  supply the Fund with a
tabulation of securities  owned by the Fund and held by the Custodian and shall,
when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the  Custodian,  include  certificate  numbers in such
tabulations.


11.     OPINION OF FUND'S INDEPENDENT ACCOUNTANTS

        The Custodian  shall take all  reasonable  action,  as the Fund may from
time to time request,  to obtain from year to year  favorable  opinions from the
Fund's  independent  accountants  with  respect to its  activities  hereunder in
connection with the preparation of the Fund's Registration  Statement,  and Form
N-SAR  or  other  annual  reports  to the  SEC and  with  respect  to any  other
requirements of the SEC.


12.     COMPENSATION OF CUSTODIAN

        The  Custodian  shall be entitled  to  reasonable  compensation  for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund and the Custodian.

                                       19
<PAGE>


13.     RESPONSIBILITY OF CUSTODIAN

        So long as and to the extent that it is in the  exercise  of  reasonable
care,  the  Custodian  shall  not be  responsible  for the  title,  validity  or
genuineness  of any  property  or evidence  of title  thereto  received by it or
delivered by it pursuant to this  Contract and shall be held  harmless in acting
upon any notice,  request,  consent,  certificate or other instrument reasonably
believed  by it to be genuine  and to be signed by the proper  party or parties,
including  any futures  commission  merchant  acting  pursuant to the terms of a
three-party  futures or options  agreement.  The Custodian  shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without  liability to the Fund for any
action  taken or  omitted by it in good faith  without  negligence.  It shall be
entitled to rely on and may act upon  advice of counsel  (who may be counsel for
the  Fund)  on all  matters,  and  shall be  without  liability  for any  action
reasonably taken or omitted pursuant to such advice.

        If the Fund  requires  the  Custodian to take any action with respect to
securities,  which action  involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being  liable for the payment of money or  incurring  liability of some
other form, the Fund, as a prerequisite  to requiring the Custodian to take such
action,  shall  provide  indemnity  to  the  Custodian  in an  amount  and  form
satisfactory to it.

        If the Fund requires the  Custodian,  its  affiliates,  subsidiaries  or
agents, to advance cash or securities for any purpose (including but not limited
to  securities  settlements  and  assumed  settlement)  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  Contract,  except  such as may  arise  from  its or its  nominee's  own
negligent action,  negligent failure to act or willful misconduct,  any property
at any time held for the  account of the Fund  shall be  security  therefor  and
should the Fund fail to repay the Custodian  promptly,  the  Custodian  shall be
entitled to utilize  available  cash and to dispose of the Fund's  assets to the
extent necessary to obtain reimbursement.

        In no event  shall the  Custodian  be liable  for  indirect,  special or
consequential damages.


14.     EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

        This Contract  shall become  effective as of the date of its  execution,
shall  continue  in full  force  and  effect  until  terminated  as  hereinafter
provided,  may be amended at any time by mutual  agreement of the parties hereto
and may be terminated  by either party by an instrument in writing  delivered or
mailed,  postage prepaid to the other party, such termination to take effect not
sooner  than  thirty  (30) days  after  the date of such  delivery  or  mailing;
PROVIDED,  however,  that the Fund shall not amend or terminate this Contract in
contravention of any applicable federal or state  regulations,  or any provision
of the Declaration of Trust, and further provided, that the Fund may at any time
by action of its Board (i)  substitute  another  bank or trust  company  for the
Custodian  by  giving  notice  as  described  above  to the  Custodian,  or (ii)
immediately  terminate  this  Contract  in the  event  of the  appointment  of a
conservator or receiver for the Custodian by the  Comptroller of the


                                       20
<PAGE>


Currency  or  upon  the  happening  of a  like  event  at  the  direction  of an
appropriate regulatory agency or court of competent jurisdiction.

        Upon  termination  of the Contract,  the Fund shall pay to the Custodian
such  compensation  as may be due as of the date of such  termination  and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.


15.     SUCCESSOR CUSTODIAN

        If a successor  custodian shall be appointed by the Board, the Custodian
shall,  upon termination,  deliver to such successor  custodian at the office of
the Custodian,  duly endorsed and in the form for transfer,  all securities then
held by it hereunder and shall transfer to an account of the successor custodian
all of the Fund's securities held in a Securities System.

        If no such successor custodian shall be appointed,  the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board, deliver
at the office of the  Custodian and transfer  such  securities,  funds and other
properties in accordance with such vote.

        In the event that no written order designating a successor  custodian or
certified copy of a vote of the Board shall have been delivered to the Custodian
on or before the date when such  termination  shall become  effective,  then the
Custodian shall have the right to deliver to a bank or trust company, which is a
"bank" as defined in the 1940 Act, doing business in Boston,  Massachusetts,  of
its own selection,  having an aggregate capital, surplus, and undivided profits,
as  shown by its last  published  report,  of not  less  than  $25,000,000,  all
securities, funds and other properties held by the Custodian and all instruments
held by the Custodian  relative  thereto and all other property held by it under
this Contract and to transfer to an account of such  successor  custodian all of
the Fund's securities held in any Securities  System.  Thereafter,  such bank or
trust company shall be the successor of the Custodian under this Contract.

        In the event that securities,  funds and other properties  remain in the
possession  of the  Custodian  after  the date of  termination  hereof  owing to
failure of the Fund to procure the certified  copy of the vote referred to or of
the Board to appoint a successor  custodian,  the Custodian shall be entitled to
fair  compensation for its services during such period as the Custodian  retains
possession of such securities,  funds and other properties and the provisions of
this Contract  relating to the duties and  obligations  of the  Custodian  shall
remain in full force and effect.


16.     INTERPRETIVE AND ADDITIONAL PROVISIONS

        In connection with the operation of this Contract, the Custodian and the
Fund,  may from  time to time  agree on such  provisions  interpretive  of or in
addition to the  provisions  of this  Contract as may in their joint  opinion be
consistent  with the general tenor of this Contract.  Any such  interpretive  or
additional  provisions shall be in a writing signed by both parties and shall be
annexed  hereto,  PROVIDED that no such  interpretive  or additional  provisions
shall contravene any

                                       21
<PAGE>


applicable  federal or state  regulations or any provision of the Declaration of
Trust.  No  interpretive  or  additional  provisions  made  as  provided  in the
preceding sentence shall be deemed to be an amendment of this Contract.


17.     MASSACHUSETTS LAW TO APPLY

        This Contract shall be construed and the provisions thereof  interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.


18.     PRIOR CONTRACTS

        This Contract  supersedes  and  terminates,  as of the date hereof,  all
prior  contracts  between the Fund and the Custodian  relating to the custody of
the Fund's assets.


19.     REPRODUCTION OF DOCUMENTS

        This Contract and all schedules,  exhibits,  attachments  and amendments
hereto  may  be  reproduced  by  any   photographic,   photostatic,   microfilm,
micro-card,  miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original  is in  existence  and whether or not such  reproduction  was made by a
party in the regular course of business, and that any enlargement,  facsimile or
further  reproduction  of such  reproduction  shall  likewise be  admissible  in
evidence.


20.     NOTICES

        Any  notice,  instruction  or  other  instrument  required  to be  given
hereunder  may be delivered in person to the offices of the parties as set forth
herein during normal business hours or delivered  prepaid  registered mail or by
telex,  cable or  facsimile  to the parties at the  following  addresses or such
other addresses as may be notified by any party from time to time.

                To the Fund:        BlackRock Core Bond Trust
                                    c/o BlackRock, Inc.
                                    100 Bellevue Parkway
                                    Wilmington, Delaware  19809
                                    Attention:  Jeff Wing, Vice President
                                    Telephone:  302-797-2134
                                    Facsimile:   302-797-2459

                                       22
<PAGE>


                To the Custodian:   State Street Bank and Trust Company
                                    One Heritage Drive/JPB 2S
                                    North Quincy, Massachusetts  02171
                                    Attention: William M. Marvin, Vice President
                                    Telephone: 617-985-6829
                                    Facsimile: 617-985-5271

        Such notice,  instruction  or other  instrument  shall be deemed to have
been  served  in the  case of a  registered  letter  at the  expiration  of five
business  days  after  posting,  in the case of cable  twenty-four  hours  after
dispatch  and, in the case of telex,  immediately  on dispatch  and if delivered
outside  normal  business  hours it shall be deemed to have been received at the
next time after delivery when normal  business hours commence and in the case of
cable,  telex or  facsimile  on the  business  day  after the  receipt  thereof.
Evidence that the notice was properly  addressed,  stamped and put into the post
shall be conclusive evidence of posting.


21.     REMOTE ACCESS SERVICES ADDENDUM

        The  Custodian  and the Fund  each  agree  to abide by the  terms of the
Remote Access Services Addendum attached hereto.


22.     SHAREHOLDER COMMUNICATIONS ELECTION

        SEC Rule 14b-2 requires  banks which 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 the Fund
to indicate  whether it  authorizes  the  Custodian  to provide the Fund's name,
address,  and share position to requesting  companies whose  securities the Fund
owns. If the 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 or any funds or accounts  established by the Fund.
For the Fund's protection,  the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please  indicate  below  whether the Fund consents or objects by checking one of
the alternatives below.


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

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

                                       23
<PAGE>


                                 SIGNATURE PAGE


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


ATTEST:                              BLACKROCK CORE BOND TRUST


                                     By:
-----------------------------------     -------------------------------------
Name:                                   Name:
                                        Title:



ATTEST:                              STATE STREET BANK AND TRUST COMPANY


                                     By:
-----------------------------------     -------------------------------------
Stephanie L. Poster, Vice President   Joseph L. Hooley, Executive Vice President


                                       24
<PAGE>


                             FUNDS TRANSFER ADDENDUM
                                                               [GRAPHIC OMITTED]


OPERATING GUIDELINES


1.      OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's account(s) upon the receipt of a payment order in compliance with the
selected Security Procedure chosen for funds transfer and in the amount of money
that State Street has been instructed to transfer. State Street shall execute
payment orders in compliance with the Security Procedure and with the Client's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and communications received
after this time will be deemed to have been received on the next business day.

2.      SECURITY PROCEDURE: The Client acknowledges that the Security Procedure
it has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client agrees that the Security
Procedures are reasonable and adequate for its wire transfer transactions and
agrees to be bound by any payment orders, amendments and cancellations, whether
or not authorized, issued in its name and accepted by State Street after being
confirmed by any of the selected Security Procedures. The Client also agrees to
be bound by any other valid and authorized payment order accepted by State
Street. The Client shall restrict access to confidential information relating to
the Security Procedure to authorized persons as communicated in writing to State
Street. The Client must notify State Street immediately if it has reason to
believe unauthorized persons may have obtained access to such information or of
any change in the Client's authorized personnel. State Street shall verify the
authenticity of all instructions according to the Security Procedure.

3.      ACCOUNT NUMBERS: State Street shall process all payment orders on the
basis of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern. Financial
institutions that receive payment orders initiated by State Street at the
instruction of the Client may also process payment orders on the basis of
account numbers, regardless of any name included in the payment order. State
Street will also rely on any financial institution identification numbers
included in any payment order, regardless of any financial institution name
included in the payment order.

4.      REJECTION: State Street reserves the right to decline to process or
delay the processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of State Street's receipt of
such payment order; (b) if initiating such payment order would cause State
Street, in State Street's sole judgment, to exceed any volume, aggregate dollar,
network, time, credit or similar limits upon wire transfers which are applicable
to State Street; or (c) if State Street, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.

5.      CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to
act on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.

6.      ERRORS: State Street shall assume no responsibility for failure to
detect any erroneous payment order provided that State Street complies with the
payment order instructions as received and State Street complies with the
Security Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

7.      INTEREST AND LIABILITY LIMITS: State Street shall assume no
responsibility for lost interest with respect to the refundable amount of any
unauthorized payment order, unless State Street is notified of the unauthorized
payment order within thirty (30) days of notification by State Street of the
acceptance of such payment order. In no event shall State Street be liable for
special, indirect or consequential damages, even if advised of the possibility
of such damages and even for failure to execute a payment order.

8.      AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS:
When a Client initiates or receives ACH credit and debit entries pursuant to
these Guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, State Street will
act as an Originating Depository Financial Institution and/or Receiving
Depository Institution, as the case may be, with respect to such entries.
Credits given by State Street with respect to an ACH credit entry are
provisional until State Street receives final settlement for such entry from the
Federal Reserve Bank. If State Street does not receive such final settlement,
the Client agrees that State Street shall receive a refund of the amount
credited to the Client in connection with such entry, and the party making
payment to the Client via such entry shall not be deemed to have paid the amount
of the entry.

9.      CONFIRMATION STATEMENTS: Confirmation of State Street's execution of
payment orders shall ordinarily be provided within 24 hours. Notice may be
delivered through State Street's proprietary information systems, such as, but
not limited to Horizon and GlobalQuest(R), account statements, advices, or by
facsimile or callback. The Client must report any objections to the execution of
a payment order within 30 days.

<PAGE>


                             FUNDS TRANSFER ADDENDUM
                                                               [GRAPHIC OMITTED]


10.     LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to
repay any deposit made at a non-U.S. branch of State Street, or any deposit made
with State Street and denominated in a non-U.S. dollar currency, if repayment of
such deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power of
any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or(c) the closure of a non-U.S. branch of State Street in order
to prevent, in the reasonable judgment of State Street, harm to the employees or
property of State Street. The obligation to repay any such deposit shall not be
transferred to and may not be enforced against any other branch of State Street.

The foregoing  provisions  constitute the disclosure  required by  Massachusetts
General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist.

11.     MISCELLANEOUS: State Street and the Client agree to cooperate to attempt
to recover any funds erroneously paid to the wrong party or parties, regardless
of any fault of State Street or the Client, but the party responsible for the
erroneous payment shall bear all costs and expenses incurred in trying to effect
such recovery. These Guidelines may not be amended except by a written agreement
signed by the parties.

<PAGE>


                             FUNDS TRANSFER ADDENDUM
                                                               [GRAPHIC OMITTED]


SECURITY PROCEDURE(S) SELECTION FORM

Please select one or more of the funds transfer security procedures indicated
below.

[_] SWIFT

SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions. SELECTION OF THIS
SECURITY PROCEDURE WOULD BE MOST APPROPRIATE FOR EXISTING SWIFT MEMBERS.

[_] STANDING INSTRUCTIONS

Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.

[_] REMOTE BATCH TRANSMISSION

Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers.

CLIENTS SELECTING THIS OPTION SHOULD HAVE AN EXISTING FACILITY FOR COMPLETING
CPU-CPU TRANSMISSIONS. THIS DELIVERY MECHANISM IS TYPICALLY USED FOR HIGH-VOLUME
BUSINESS.

[_] GLOBAL HORIZON INTERCHANGE(SM) FUNDS TRANSFER SERVICE

Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street.

THIS DELIVERY MECHANISM IS MOST APPROPRIATE FOR CLIENTS WITH A LOW-TO-MEDIUM
NUMBER OF TRANSACTIONS (5-75 PER DAY), ALLOWING CLIENTS TO ENTER, BATCH, AND
REVIEW WIRE TRANSFER INSTRUCTIONS ON THEIR PC PRIOR TO RELEASE TO STATE STREET.

[_] TELEPHONE CONFIRMATION (CALLBACK)

Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.

SELECTION OF THIS ALTERNATIVE IS APPROPRIATE FOR CLIENTS WHO DO NOT HAVE THE
CAPABILITY TO USE OTHER SECURITY PROCEDURES.

[_] REPETITIVE WIRES

For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.

THIS ALTERNATIVE IS RECOMMENDED WHENEVER FUNDS ARE FREQUENTLY TRANSFERRED
BETWEEN THE SAME TWO ACCOUNTS.

[_] TRANSFERS INITIATED BY FACSIMILE

The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key logs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client.

WE PROVIDE THIS OPTION FOR CLIENTS WHO WISH TO BATCH WIRE INSTRUCTIONS AND
TRANSMIT THESE AS A GROUP TO STATE STREET MUTUAL FUND SERVICES ONCE OR SEVERAL
TIMES A DAY.

<PAGE>


                             FUNDS TRANSFER ADDENDUM
                                                               [GRAPHIC OMITTED]


[_] AUTOMATED CLEARING HOUSE (ACH)

State Street receives an automated transmission or a magnetic tape from a Client
for the initiation of payment (credit) or collection (debit) transactions
through the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. Clients using ACH must select one or more
of the following delivery options:

[_] GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE

Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.

[_] Transmission from Client PC to State Street Mainframe with Telephone
    Callback

[_] Transmission from Client Mainframe to State Street Mainframe with
    Telephone Callback

[_] Transmission from DST Systems to State Street Mainframe with Encryption

[_] Magnetic Tape Delivered to State Street with Telephone Callback



State Street is hereby instructed to accept funds transfer instructions only via
the delivery methods and security procedures indicated. The selected delivery
methods and security procedure(s) will be effective for payment orders initiated
by our organization.



KEY CONTACT INFORMATION

Whom shall we contact to implement your selection(s)?

CLIENT OPERATIONS CONTACT                                     ALTERNATE CONTACT

---------------------------------------  ---------------------------------------
            Name                                  Name

---------------------------------------  ---------------------------------------
            Address                               Address

---------------------------------------  ---------------------------------------
            City/State/Zip Code                   City/State/Zip Code

---------------------------------------  ---------------------------------------
            Telephone Number                      Telephone Number

---------------------------------------  ---------------------------------------
            Facsimile Number                      Facsimile Number

---------------------------------------
            SWIFT Number

---------------------------------------
            Telex Number


<PAGE>


                             FUNDS TRANSFER ADDENDUM
                                                               [GRAPHIC OMITTED]


INSTRUCTION(S)

TELEPHONE CONFIRMATION

FUND     BlackRock Core Bond Trust
     ---------------------------------------------------------------------------
INVESTMENT ADVISOR         BLACKROCK ADVISORS, INC.
                  --------------------------------------------------------------
SUB-ADVISOR  BLACKROCK FINANCIAL MANAGEMENT, INC.
             -------------------------------------------------------------------
AUTHORIZED INITIATORS
    Please Type or Print

PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE CURRENTLY
AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:

NAME                         TITLE (Specify whether     SPECIMEN SIGNATURE
                             position is with Fund
                             or Investment Adviser)

-------------------------  ---------------------------  ------------------------

-------------------------  ---------------------------  ------------------------

-------------------------  ---------------------------  ------------------------

-------------------------  ---------------------------  ------------------------

-------------------------  ---------------------------  ------------------------

AUTHORIZED VERIFIERS
    Please Type or Print

PLEASE  PROVIDE A LISTING  OF FUND  OFFICERS  OR OTHER  INDIVIDUALS  WHO WILL BE
CALLED BACK TO VERIFY THE INITIATION OF REPETITIVE  WIRES OF $10 MILLION OR MORE
AND ALL NON-REPETITIVE WIRE INSTRUCTIONS:

NAME                       CALLBACK PHONE NUMBER      DOLLAR LIMITATION (IF ANY)
-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------
<PAGE>



             REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT


        ADDENDUM to that certain Custodian  Contract dated as of November , 2001
(the "Custodian  Agreement")  between BlackRock Core Bond Trust (the "Customer")
and  State  Street  Bank and  Trust  Company,  including  its  subsidiaries  and
affiliates ("State Street").

        State Street has developed and utilizes proprietary accounting and other
systems in conjunction  with the custodian  services which State Street provides
to the Customer.  In this regard,  State Street maintains certain information in
databases  under its  control  and  ownership  which it makes  available  to its
customers (the "Remote Access Services").

THE SERVICES

State  Street  agrees to provide the  Customer,  and its  designated  investment
advisors,  consultants  or  other  third  parties  authorized  by  State  Street
("Authorized  Designees") with access to In~SightSM as described in Exhibit A or
such  other  systems  as may be offered  from time to time (the  "System")  on a
remote basis.

SECURITY PROCEDURES

The Customer agrees to comply, and to cause its Authorized  Designees to comply,
with  remote  access   operating   standards  and   procedures   and  with  user
identification  or  other  password  control  requirements  and  other  security
procedures  as may be issued  from time to time by State  Street  for use of the
System and access to the Remote Access  Services.  The Customer agrees to advise
State  Street  immediately  in the event that it learns or has reason to believe
that any person to whom it has given  access to the System or the Remote  Access
Services has  violated or intends to violate the terms of this  Addendum and the
Customer  will  cooperate  with  State  Street in  seeking  injunctive  or other
equitable  relief.  The  Customer  agrees to  discontinue  use of the System and
Remote Access  Services,  if requested,  for any security reasons cited by State
Street.

FEES

Fees and charges for the use of the System and the Remote  Access  Services  and
related  payment  terms  shall be as set forth in the  custody  fee  schedule in
effect from time to time between the parties.  The Customer shall be responsible
for any  tariffs,  duties  or taxes  imposed  or  levied  by any  government  or
governmental agency by reason of the transactions contemplated by this Addendum,
including, without limitation,  federal, state and local taxes, use, value added
and personal property taxes (other than income, franchise or similar taxes which
may be imposed or assessed  against State  Street).  Any claimed  exemption from
such tariffs,  duties or taxes shall be supported by proper documentary evidence
delivered to State Street.

PROPRIETARY INFORMATION/INJUNCTIVE RELIEF

The  System and  Remote  Access  Services  described  herein and the  databases,
computer   programs,   screen  formats,   report  formats,   interactive  design
techniques,  formulae,  processes,  systems,  software,  know- how,  algorithms,
programs,  training aids, printed materials,  methods,  books,  records,  files,
documentation  and other  information  made  available  to the Customer by State
Street as part of the Remote  Access  Services and through the use of the System
and all copyrights, patents, trade secrets and other proprietary rights of State
Street related thereto are the exclusive,  valuable and confidential property of
State Street and its relevant  licensors (the  "Proprietary  Information").  The
Customer  agrees

                                       i
<PAGE>


on  behalf  of  itself  and its  Authorized  Designees  to keep the  Proprietary
Information  confidential  and to limit access to its employees  and  Authorized
Designees  (under a similar duty of  confidentiality)  who require access to the
System for the purposes  intended.  The foregoing shall not apply to Proprietary
Information in the public domain or required by law to be made public.

The Customer  agrees to use the Remote Access  Services only in connection  with
the proper purposes of this Addendum.  The Customer will not, and will cause its
employees and Authorized Designees not to, (i) permit any third party to use the
System or the Remote Access Services,  (ii) sell, rent, license or otherwise use
the System or the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly  authorized  under this Addendum,  (iii)
use the  System or the  Remote  Access  Services  for any  fund,  trust or other
investment  vehicle without the prior written  consent of State Street,  or (iv)
allow or cause  any  information  transmitted  from  State  Street's  databases,
including data from third party sources,  available through use of the System or
the Remote Access Services, to be published,  redistributed or retransmitted for
other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the
System in any way; enhance or otherwise  create  derivative works based upon the
System, nor will your or your Authorized  Designees reverse engineer,  decompile
or  otherwise  attempt  to  secure  the  source  code for all or any part of the
System.

The Customer acknowledges that the disclosure of any Proprietary Information, or
of any  information  which at law or equity ought to remain  confidential,  will
immediately  give  rise  to  continuing   irreparable  injury  to  State  Street
inadequately  compensable  in  damages  at law and that  State  Street  shall be
entitled to obtain immediate  injunctive relief against the breach or threatened
breach of any of the  foregoing  undertakings,  in  addition  to any other legal
remedies which may be available.

LIMITED WARRANTIES

State Street  represents  and warrants that it is the owner of and has the right
to grant  access  to the  System  and to  provide  the  Remote  Access  Services
contemplated herein.  Because of the nature of computer  information  technology
including,  but not limited to, the use of the  Internet,  and the  necessity of
relying upon third party sources, and data and pricing information obtained from
third parties,  the System and Remote Access  Services are provided "AS IS", and
the Customer and its Authorized  Designees  shall be solely  responsible for the
investment  decisions,  results  obtained,  regulatory  reports  and  statements
produced  using the  Remote  Access  Services.  State  Street  and its  relevant
licensors will not be liable to the Customer or its Authorized Designees for any
direct or  indirect,  special,  incidental,  punitive or  consequential  damages
arising  out of or in any way  connected  with the System or the  Remote  Access
Services,  nor shall either party be  responsible  for delays or  nonperformance
under  this  Addendum  arising  out of any cause or event  beyond  such  party's
control.

State Street will take  reasonable  steps to ensure that its products (and those
of its third-party  suppliers) reflect the available state of the art technology
to offer products that are Year 2000 compliant,  including,  but not limited to,
century  recognition of dates,  calculations that correctly compute same century
and multi century  formulas and date values,  and interface  values that reflect
the date issues  arising  between now and December 31, 2099,  and if any changes
are  required,  State Street will make the changes to its products at no cost to
you and in a  commercially  reasonable  time frame and will require  third-party
suppliers to do likewise. The Customer will do likewise for its systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS
RELEVANT LICENSORS,  EXPRESSLY  DISCLAIMS ANY AND ALL WARRANTIES

                                       ii
<PAGE>


CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS
OR IMPLIED  INCLUDING,  WITHOUT  LIMITATION,  ANY WARRANTY OF MERCHANTIBILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

INFRINGEMENT

State Street will defend or, at our option,  settle any claim or action  brought
against  the  Customer  to the extent  that it is based upon an  assertion  that
access to the System or use of the Remote Access  Services by the Customer under
this  Addendum  constitutes  direct  infringement  of any patent or copyright or
misappropriation  of a trade secret,  provided that the Customer  notifies State
Street  promptly in writing of any such claim or proceeding and cooperates  with
State  Street in the defense of such claim or  proceeding.  Should the System or
the Remote  Access  Services or any part thereof  become,  or in State  Street's
opinion be likely to become,  the subject of a claim of infringement or the like
under any  applicable  patent or copyright  or trade  secret laws,  State Street
shall have the right,  at State  Street's  sole  option,  to (i) procure for the
Customer the right to continue  using the System or the Remote Access  Services,
(ii)  replace or modify the System or the  Remote  Access  Services  so that the
System or the Remote Access Services becomes  noninfringing,  or (iii) terminate
this Addendum without further obligation.

TERMINATION

Either party to the Custodian  Agreement may terminate this Addendum (i) for any
reason by giving the other  party at least  one-hundred  and  eighty  (180) days
prior written notice in the case of notice of termination by State Street to the
Customer or thirty  (30) days notice in the case of notice from the  Customer to
State Street of termination,  or (ii) immediately for failure of the other party
to comply with any  material  term and  condition  of the Addendum by giving the
other party written  notice of  termination.  This  Addendum  shall in any event
terminate  within  ninety  (90) days  after  the  termination  of the  Custodian
Agreement. In the event of termination, the Customer will return to State Street
all copies of documentation and other confidential information in its possession
or in the possession of its Authorized Designees.  The foregoing provisions with
respect to  confidentiality  and  infringement  will survive  termination  for a
period of three (3) years.

MISCELLANEOUS

This Addendum and the exhibit hereto constitute the entire  understanding of the
parties to the Custodian  Agreement with respect to access to the System and the
Remote Access Services.  This Addendum cannot be modified or altered except in a
writing  duly  executed by each of State  Street and the  Customer  and shall be
governed by and construed in  accordance  with the laws of The  Commonwealth  of
Massachusetts.

By its  execution of the Custodian  Agreement,  the Customer (a) confirms to the
Custodian  that  it  informs  all  Authorized  Designees  of the  terms  of this
Addendum;  (b)  accepts  responsibility  for its and its  Authorized  Designees'
compliance  with the terms of this Addendum;  and (c)  indemnifies and holds the
Custodian  harmless  from  and  against  any and all  costs,  expenses,  losses,
damages,  charges,  counsel  fees,  payments  and  liabilities  arising from any
failure of the Customer or any of its Authorized Designees to abide by the terms
of this Addendum.

                                      iii
<PAGE>


                                    EXHIBIT A
                                       TO
             REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT


                                  IN~SIGHT(SM)
                           System Product Description

In~Sight(SM)  provides bilateral  information  delivery,  interoperability,  and
on-line  access to State  Street.  In~Sight(SM)  allows  users a single point of
entry into State Street's  diverse  systems and  applications.  Reports and data
from systems such as Investment Policy Monitor(SM),  Multicurrency  Horizon(SM),
Securities Lending, Performance & Analytics and Electronic Trade Delivery can be
accessed through In~Sight(SM).  This Internet-enabled application is designed to
run from a Web browser  and perform  across  low-speed  data lines or  corporate
high-speed  backbones.  In~Sight(SM)  also  offers  users  a  flexible  toolset,
including  an  ad-hoc  query  function,  a  custom  graphics  package,  a report
designer,  and  a  scheduling  capability.  Data  and  reports  offered  through
In~Sight(SM)  will continue to increase in direct  proportion  with the customer
roll out,  as it is viewed as the  information  delivery  system  will grow with
State Street's customers.

                                       iv
<PAGE>


                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Argentina                  Citibank, N.A.

Australia                  Westpac Banking Corporation

Austria                    Erste Bank der Osterreichischen Sparkassen AG

Bahrain                    HSBC Bank Middle East
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

Bangladesh                 Standard Chartered Bank

Belgium                    Fortis Bank nv-sa

Benin                      via  Societe  Generale  de Banques en Cote  d'Ivoire,
                           Abidjan, Ivory Coast

Bermuda                    The Bank of Bermuda Limited

Bolivia                    Citibank, N. A.

Botswana                   Barclays Bank of Botswana Limited

Brazil                     Citibank, N.A.

Bulgaria                   ING Bank N.V.

Burkina Faso               via  Societe  Generale  de Banques en Cote  d'Ivoire,
                           Abidjan, Ivory Coast

Canada                     State Street Trust Company Canada

Chile                      BankBoston, N.A.

People's Republic          Hongkong and Shanghai Banking Corporation Limited,
of China                   Shanghai and Shenzhen branches

9/30/01                                1
<PAGE>


                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Colombia                   Cititrust Colombia S.A. Sociedad Fiduciaria

Costa Rica                 Banco BCT S.A.

Croatia                    Privredna Banka Zagreb d.d

Cyprus                     The Cyprus Popular Bank Ltd.

Czech Republic             Eeskoslovenska Obchodni Banka, A.S.

Denmark                    Danske Bank A/S

Ecuador                    Citibank, N.A.

Egypt                      HSBC Bank Egypt S.A.E.
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

Estonia                    Hansabank

Finland                    Merita Bank Plc.

France                     BNP Paribas Securities Services, S.A.

Germany                    Dresdner Bank AG

Ghana                      Barclays Bank of Ghana Limited

Greece                     National Bank of Greece S.A.

Guinea-Bissau              via  Societe  Generale  de Banques en Cote  d'Ivoire,
                           Abidjan, Ivory Coast

09/30/01                                2
<PAGE>


                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Hong Kong                  Standard Chartered Bank

Hungary                    HVB Bank Hungary Rt.

Iceland                    Icebank Ltd.

India                      Deutsche Bank AG

                           Hongkong and Shanghai Banking Corporation Limited

Indonesia                  Standard Chartered Bank

Ireland                    Bank of Ireland

Israel                     Bank Hapoalim B.M.

Italy                      BNP Paribas Securities Services, S.A.

Ivory Coast                Societe Generale de Banques en Cote d'Ivoire

Jamaica                    Scotiabank Jamaica Trust and Merchant Bank Ltd.

Japan                      The Fuji Bank, Limited

                           Sumitomo Mitsui Banking Corporation

Jordan                     HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking
                           Corporation Limited)

Kazakhstan                 HSBC Bank Kazakhstan
                           (as delegate of the Hongkong and Shanghai Banking
                           Corporation Limited)

Kenya                      Barclays Bank of Kenya Limited

09/30/01                               3
<PAGE>
                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Republic of Korea          Hongkong and Shanghai Banking Corporation Limited

Latvia                     A/s Hansabanka

Lebanon                    HSBC Bank Middle East
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

Lithuania                  Vilniaus Bankas AB

Malaysia                   Standard Chartered Bank Malaysia Berhad

Mali                       via  Societe  Generale  de Banques en Cote  d'Ivoire,
                           Abidjan, Ivory Coast

Mauritius                  Hongkong and Shanghai Banking Corporation Limited

Mexico                     Citibank Mexico, S.A.

Morocco                    Banque Commerciale du Maroc

Namibia                    Standard Bank Namibia Limited               -

Netherlands                Fortis Bank (Nederland) N.V.

New Zealand                Westpac Banking Corporation

Niger                      via Societe Generale de Banques en Cote d'Ivoire,
                           Abidjan, Ivory Coast

Nigeria                    Stanbic Merchant Bank Nigeria Limited

Norway                     Christiania Bank og Kreditkasse ASA

Oman                       HSBC Bank Middle East
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

09/30/01                               4
<PAGE>
                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Pakistan                   Deutsche Bank AG

Palestine                  HSBC Bank Middle East
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

Panama                     BankBoston, N.A.

Peru                       Citibank, N.A.

Philippines                Standard Chartered Bank

Poland                     Bank Handlowy w Warszawie S.A.

Portugal                   Banco Comercial Portugues

Qatar                      HSBC Bank Middle East
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

Romania                    ING Bank N.V.

Russia                     Credit Suisse First Boston AO - Moscow
                           (as delegate of Credit Suisse First Boston - Zurich)

Senegal                    via  Societe  Generale  de Banques en Cote  d'Ivoire,
                           Abidjan, Ivory Coast

Singapore                  The Development Bank of Singapore Limited

Slovak Republic            Eeskoslovenska Obchodni Banka, A.S.

Slovenia                   Bank Austria Creditanstalt d.d. - Ljubljana

South Africa               Standard Bank of South Africa Limited

                                       5
<PAGE>


                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Spain                      Banco Santander Central Hispano S.A.

Sri Lanka                  Hongkong and Shanghai Banking Corporation Limited

Swaziland                  Standard Bank Swaziland Limited

Sweden                     Skandinaviska Enskilda Banken

Switzerland                UBS AG

Taiwan - R.O.C.            Central Trust of China

Thailand                   Standard Chartered Bank

Togo                       via  Societe  Generale  de Banques en Cote  d'Ivoire,
                           Abidjan, Ivory Coast

Trinidad & Tobago          Republic Bank Limited

Tunisia                    Banque Internationale Arabe de Tunisie

Turkey                     Citibank, N.A.

Ukraine                    ING Bank Ukraine

United Arab Emirates       HSBC Bank Middle East
                           (as delegate of the  Hongkong  and  Shanghai  Banking
                           Corporation Limited)

United Kingdom             State Street Bank and Trust Company,  London Branch

Uruguay                    BankBoston, N.A.

09/30/01                               6
<PAGE>
                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                    SUBCUSTODIAN

Venezuela                  Citibank, N.A.

Vietnam                    The Hongkong and Shanghai
                           Banking Corporation Limited

Zambia                     Barclays Bank of Zambia Limited

Zimbabwe                   Barclays Bank of Zimbabwe Limited

09/30/01                               7
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                           DEPOSITORIES

Argentina                         Caja de Valores S.A.

Australia                         Austraclear Limited

                                  Reserve Bank Information and Transfer System

Austria                           Oesterreichische Kontrollbank AG
                                  (Wertpapiersammelbank Division)

Belgium                           Caisse Interprofessionnelle de Depots et de
                                  Virements de Titres, S.A.

                                  Banque Nationale de Belgique

Benin                             Depositaire Central - Banque de Reglement

Brazil                            Companhia Brasileira de Liquidacao e Custodia

                                  Sistema  Especial de Liquidacao e de Custodia
                                  (SELIC)

                                  Central de Custodia e de Liquidacao
                                  Financeira de Titulos Privados (CETIP)

Bulgaria                          Central Depository AD

                                  Bulgarian National Bank

Burkina Faso                      Depositaire Central - Banque de Reglement

Canada                            Canadian Depository for Securities Limited

Chile                             Deposito Central de Valores S.A.

People's Republic                 Shanghai Securities Central Clearing &
of China                          Registration Corporation

                                  Shenzhen Securities Central Clearing Co., Ltd.

09/30/01                               1
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                            DEPOSITORIES

Colombia                           Deposito Centralizado de Valores

Costa Rica                         Central de Valores S.A.

Croatia                            Ministry of Finance

                                   National Bank of Croatia

                                   Sredisnja Depozitarna Agencija d.d.

Czech Republic                     Stredisko cennych papiru - Ceska republika

                                   Czech National Bank

Denmark                            Vaerdipapircentralen (Danish Securities
                                   Center)

Egypt                              Misr for Clearing, Settlement, and Depository
                                   S.A.E.

Estonia                            Eesti Vaartpaberite Keskdepositoorium

Finland                            Finnish Central Securities Depository

France                             Euroclear France

Germany                            Clearstream Banking AG, Frankfurt

Greece                             Bank of Greece,

                                   System   for   Monitoring   Transactions   in
                                   Securities in Book-Entry Form

                                   Apothetirion  Titlon AE - Central  Securities
                                   Depository

Guinea-Bissau                      Depositaire Central - Banque de Reglement

Hong Kong                          Hong Kong Securities Clearing Company Limited

                                   Central Moneymarkets Unit

09/30/01                                2
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                            DEPOSITORIES

Hungary                            Kozponti Elszamolohaz es Ertektar (Budapest)
                                   Rt. (KELER)

Iceland                            Iceland Securities Depository Limited

India                              National Securities Depository Limited

                                   Central Depository Services India Limited

                                   Reserve Bank of India

Indonesia                          Bank Indonesia

                                   PT Kustodian Sentral Efek Indonesia

Israel                             Tel Aviv Stock Exchange Clearing House Ltd.
                                   (TASE Clearinghouse)

Italy                              Monte Titoli S.p.A.

Ivory Coast                        Depositaire Central - Banque de Reglement

Jamaica                            Jamaica Central Securities Depository

Japan                              Japan Securities Depository Center (JASDEC)

                                   Bank of Japan Net System

Kazakhstan                         Central Depository of Securities

Kenya                              Central Bank of Kenya

Republic of Korea                  Korea Securities Depository

09/30/01                                3
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                            DEPOSITORIES

Latvia                             Latvian Central Depository

Lebanon                            Custodian and Clearing Center of Financial
                                   Instruments for Lebanon and the Middle East
                                   (Midclear) S.A.L.

                                   Banque du Liban

Lithuania                          Central Securities Depository of Lithuania

Malaysia                           Malaysian Central Depository Sdn. Bhd.

                                   Bank Negara Malaysia

Mali                               Depositaire Central - Banque de Reglement

Mauritius                          Central Depository and Settlement Co. Ltd.

                                   Bank of Mauritius

Mexico                             S.D. Indeval, S.A. de C.V.

Morocco                            Maroclear

Netherlands                        Nederlands Centraal Instituut voor
                                   Giraal Effectenverkeer B.V. (NECIGEF)

New Zealand                        New Zealand Central Securities Depository
                                   Limited

Niger                              Depositaire Central - Banque de Reglement

Nigeria                            Central Securities Clearing System Limited

Norway                             Verdipapirsentralen (Norwegian Central
                                   Securities Depository)

09/30/01                                4
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                    DEPOSITORIES

Oman                       Muscat Depository & Securities Registration Company,
                           SAOC


Pakistan                   Central Depository Company of Pakistan Limited

                           State Bank of Pakistan


Palestine                  Clearing Depository and Settlement, a department
                           of the Palestine Stock Exchange


Peru                       Caja de Valores y Liquidaciones, Institucion de
                           Compensacion y Liquidacion de Valores S.A


Philippines                Philippine Central Depository, Inc.

                           Registry of Scripless Securities (ROSS) of the Bureau
                           of Treasury


Poland                     National Depository of Securities
                           (Krajowy Depozyt Papierow Wartosciowych SA)

                           Central Treasury Bills Registrar


Portugal                   INTERBOLSA - Sociedade Gestora de Sistemas de
                           Liquidacao e de Sistemas Centralizados de Valores
                           Mobiliarios, S.A.


Qatar                      Central Clearing and Registration (CCR), a
                           department of the Doha Securities Market


Romania                    National Securities Clearing, Settlement and
                           Depository Company

                           Bucharest Stock Exchange Registry Division

                           National Bank of Romania


Russia                     Vneshtorgbank, Bank for Foreign Trade of the Russian
                           Federation

09/30/01                                5
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                  DEPOSITORIES

Senegal                  Depositaire Central - Banque de Reglement

Singapore                Central Depository (Pte) Limited

                         Monetary Authority of Singapore

                         Slovak Republic Stredisko cennych papierov SR, a.s.

                         National Bank of Slovakia

Slovenia                 KDD - Centralna klirinsko depotna druzba d.d.


South Africa             Central Depository Limited

                         Share Transactions Totally Electronic (STRATE) Ltd.


Spain                    Servicio de Compensacion y Liquidacion de Valores, S.A.

                         Banco de Espana, Central de Anotaciones en Cuenta


Sri Lanka                Central Depository System (Pvt) Limited


Sweden                   Vardepapperscentralen  VPC AB
                         (Swedish Central Securities Depository)


Switzerland              SegaIntersettle AG (SIS)


Taiwan - R.O.C.          Taiwan Securities Central Depository Co., Ltd.


Thailand                 Thailand Securities Depository Company Limited


Togo                     Depositaire Central - Banque de Reglement

09/30/01                              6
<PAGE>


                                  STATE STREET                        SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS


COUNTRY                  DEPOSITORIES

Tunisia                  Societe Tunisienne Interprofessionelle pour la
                         Compensation et de Depots des Valeurs Mobilieres


Turkey                   Takas ve Saklama Bankasi A.S. (TAKASBANK)

                         Central Bank of Turkey


Ukraine                  National Bank of Ukraine

                         Mizhregionalny Fondovy Souz


United Arab Emirates     Clearing and Depository System,
                         a department of theDubai Financial Market


Venezuela                Banco Central de Venezuela


Zambia                   LuSE Central Shares Depository Limited

                         Bank of Zambia


TRANSNATIONAL

Euroclear

Clearstream Banking AG

09/30/01                               7
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                                   SCEDULE C

                               MARKET INFORMATION

PUBLICATION/
TYPE OF INFORMATION
(SCHEDULED FREQUENCY)                             BRIEF DESCRIPTION
---------------------                             -----------------


THE GUIDE TO CUSTODY       An overview of settlement and safekeeping procedures,
IN WORLD MARKETS           custody practices and foreign investor considerations
(hardcopy annually and     for the markets in which State Street offers
regular website updates)   custodial services.


GLOBAL CUSTODY NETWORK     Information relating to Foreign Sub-Custodians in
REVIEW (annually)          State Street's Global Custody Network. The Review
                           stands as an integral part of the materials that
                           State Street provides to its U.S. mutual fund clients
                           to assist them in complying with SEC Rule 17f-5. The
                           Review also gives insight into State Street's market
                           expansion and Foreign Sub-Custodian selection
                           processes, as well as the procedures and controls
                           used to monitor the financial condition and
                           performance of our Foreign Sub-Custodian banks.

SECURITIES DEPOSITORY      Custody risk analyses of the Foreign Securities
REVIEW (annually)          Depositories presently operating in Network markets.
                           This publication is an integral part of the materials
                           that State Street provides to its U.S. mutual fund
                           clients to meet informational obligations created by
                           SEC Rule 17f-7.


GLOBAL LEGAL SURVEY        With respect to each market in which State Street
(annually)                 offers custodial services, opinions relating to
                           whether local law restricts (i) access of a fund's
                           independent public accountants to books and records
                           of a Foreign Sub-Custodian or Foreign Securities
                           System, (ii) a fund's ability to recover in the event
                           of bankruptcy or insolvency of a Foreign
                           Sub-Custodian or Foreign Securities System, (iii) a
                           fund's ability to recover in the event of a loss by a
                           Foreign Sub-Custodian or Foreign Securities System,
                           and (iv) the ability of a foreign investor to convert
                           cash and cash equivalents to U.S. dollars.

SUBCUSTODIAN AGREEMENTS    Copies of the contracts that State Street has entered
(annually)                 into with each Foreign Sub-Custodian that maintains
                           U.S. mutual fund assets in the markets in which State
                           Street offers custodial services.

GLOBAL MARKET BULLETIN     Information on changing settlement and custody
(daily or as necessary)    conditions in markets where State Street offers
                           custodial services. Includes changes in market and
                           tax regulations, depository developments,
                           dematerialization information, as well as other
                           market changes that may impact State Street's
                           clients.

Foreign Custody Advisories For those markets where State Street offers custodial
(as necessary)             services that exhibit special risks or
                           infrastructures impacting custody, State Street
                           issues market advisories to highlight those unique
                           market factors which might impact our ability to
                           offer recognized custody service levels.

Material Change Notices    Informational letters and accompanying materials
(presently on a quarterly  confirming State Street's foreign custody
basis or as otherwise      arrangements, including a summary of material changes
necessary)                 with Foreign Sub-Custodians that have occurred during
                           the previous quarter. The notices also identify any
                           material changes in the custodial risks associated
                           with maintaining assets with Foreign Securities
                           Depositories.



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