<DOCUMENT>
<TYPE>EX-99.J4
<SEQUENCE>17
<FILENAME>dex99j4.txt
<DESCRIPTION>EXHIBIT J4
<TEXT>
<PAGE>

                                                                  EXHIBIT (j)(4)

                         AMENDMENT TO CUSTODIAN CONTRACT

     This Amendment to the Custodian Contract is made as of December 4, 1998 by
and between The First Australia Prime Income Fund, Inc. (the "Fund") and State
Street Bank and Trust Company (the "Custodian"). Capitalized terms used in this
Amendment without definition shall have the respective meanings given to such
terms in the Custodian Contract referred to below.

     WHEREAS, the Fund and the Custodian entered into a Custodian Contract dated
as of April 11, 1986 (as amended and in effect from time to time, the
"Contract"); and

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

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

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

I.   Article 3 of the Contract is hereby deleted, and Articles 4 through 16 of
     the Contract are hereby renumbered, as of the effective date of this
     Amendment, as Articles 5 through 17, respectively and cross references
     throughout are hereby amended to conform.

II.  New Articles 3 and 4 of the Contract are hereby added, as of the effective
     date of this Amendment, as set forth below.

3.   The Custodian as Foreign Custody Manager.

3.1. Definitions.

Capitalized terms in this Article 3 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 Mandatory Securities Depositories 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, but not limited to, a majority-owned or indirect subsidiary of
a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the
requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by
other appropriate action of the U.S. Securities and Exchange Commission (the
"SEC")), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the

<PAGE>

1940 Act) meeting the requirements of a custodian under Section 17(f) of the
1940 Act, except that the term does not include Mandatory Securities
Depositories.

"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)(2) of Rule
17f-5.

"Mandatory Securities Depository" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country outside the United States
(i) because required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing agency; or (iii)
because maintaining or effecting trades in securities outside the foreign
securities depository or clearing agency is not consistent with prevailing or
developing custodial or market practices.

3.2. Delegation to the Custodian as Foreign Custody Manager.

The Fund, by resolution adopted by its Board of Directors (the "Board"), hereby
delegates to the Custodian, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Article 3 with respect to Foreign Assets held
outside the United States, and the Custodian hereby accepts such delegation, as
Foreign Custody Manager of the Fund.

3.3. 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. Mandatory Securities Depositories are listed on Schedule B to this
Contract, which Schedule B may be amended from time to time by the Foreign
Custody Manager. The Foreign Custody Manager will provide amended versions of
Schedules A and B in accordance with Section 3.7 of this Article 3.

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

                                       2

<PAGE>

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 (30) days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility as Foreign Custody Manager to the Fund with respect to
the country as to which the Custodian's acceptance of delegation is withdrawn.

3.4. Scope of Delegated Responsibilities.

     3.4.1. Selection of Eligible Foreign Custodians.

Subject to the provisions of this Article 3, 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)(l).

     3.4.2. Contracts With Eligible Foreign Custodians.

The Foreign Custody Manager shall determine that the contract (or the rules or
established practices or procedures in the case of an Eligible Foreign Custodian
that is a foreign securities depository or clearing agency) 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).

     3.4.3. 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 (or the rules
or established practices and procedures in the case of an Eligible Foreign
Custodian selected by the Foreign Custody Manager which is a foreign securities
depository or clearing agency that is not a Mandatory Securities Depository). 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
3.7 hereunder.

                                       3

<PAGE>

3.5. Guidelines for the Exercise of Delegated Authority.

For purposes of this Article 3, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Fund, and the Board shall be deemed to be monitoring on a
continuing basis such Country Risk to the extent that the Board considers
necessary or appropriate. The Fund and the Custodian each expressly acknowledge
that the Foreign Custody Manager shall not be delegated any responsibilities
under this Article 3 with respect to Mandatory Securities Depositories.

3.6. 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.

3.7. 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 amended Schedules A
or B at the end of the calendar quarter in which an amendment to either 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 Article 3 after the occurrence of the material
change.

3.8. 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.

3.9. 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 receipt by the non-terminating party of such notice. The
provisions of Section 3.3 hereof shall govern the delegation to and termination
of the Custodian as Foreign Custody Manager of the Fund with respect to
designated countries.

                                       4

<PAGE>

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 either a clearing agency or a securities
depository listed on Schedule A hereto or a Mandatory 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 only through arrangements implemented by the Foreign
Sub-Custodian in such country pursuant to the terms of this Contract.

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 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 Assets 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;

                                       5

<PAGE>

     (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;

     (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 proper purpose, but only upon receipt of, in addition
            to Proper Instructions, a copy of a resolution of the Board or of an
            Executive Committee of the Board so authorized by the Board, signed
            by an officer of the Fund and certified by its Secretary or an
            Assistant Secretary that the resolution was duly adopted and is in
            full force and effect (a "Certified Resolution"), specifying the
            Foreign Assets to be delivered, setting forth the purpose for which
            such delivery is to be made, declaring such purpose to be a proper
            corporate purpose, and naming the person or persons to whom delivery
            of such Assets shall be made.

                                       6

<PAGE>

     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

     (viii) for any other proper purpose, but only upon receipt of, in addition
            to Proper Instructions, a Certified Resolution 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 corporate purpose,
            and naming the person or persons to whom such payment is to be made.

     4.4.3. Market Conditions; Market Information.

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

                                       7

<PAGE>

thereof or to a dealer therefor (or an agent for such purchaser or dealer) with
the expectation of receiving later payment for such Foreign Assets from such
purchaser or dealer.

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

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 opened and maintained outside the United States on
behalf of the Fund with a Foreign Sub-Custodian shall be subject only to draft
or order by the Custodian or 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.

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 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 under 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.

                                       8

<PAGE>

4.9.  Communications Relating to Foreign Securities.

The Custodian shall transmit promptly to the Fund written information
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith) received by the
Custodian via the Foreign Sub-Custodians from issuers of the foreign securities
being held for the account of the Fund. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Fund written information 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 and Foreign Securities Systems.

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 the extent possible, 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 such
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 the United States or of any state or political subdivision
thereof. It shall be the responsibility of the Fund to notify the Custodian of
the obligations imposed on the Fund with respect to the 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 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 (A) part of Country Risk or (B)
part of the "prevailing country risk" of the Fund, as such term is

                                       9

<PAGE>

used in SEC Release Nos. IC-22658; IS-1080 (May 12, 1997) or as such term or
other similar terms are now or in the future interpreted by the SEC or by the
staff of the Division of Investment Management of the SEC.

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 Depository, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.

III.  Except as specifically superseded or modified herein, the terms and
      provisions of the Contract shall continue to apply with full force and
      effect. In the event of any conflict between the terms of the Contract
      prior to this Amendment and this Amendment, the terms of this Amendment
      shall prevail. If the Custodian is delegated the responsibilities of
      Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the
      event of any conflict between the provisions of Articles 3 and 4 hereof,
      the provisions of Article 3 shall prevail.

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


Witnessed By:                              STATE STREET BANK AND TRUST
                                           COMPANY


/s/ Marc L. Parsons                        By:    /s/ Ronald E. Logue
--------------------------                        ------------------------------
Marc L. Parsons                            Name:  Ronald E. Logue
Associate Counsel                          Title: Executive Vice President


Witnessed By:                              THE FIRST AUSTRALIA PRIME INCOME
                                           FUND, INC.


/s/ illegible signature                    By:    /s/ illegible signature
-------------------------------                   ------------------------------
Name:                                      Name:
Title:                                     Title:

                                       10

<PAGE>

                                                                      SCHEDULE A

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                  SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
Country                       Subcustodian                                   Non-Mandatory Depositories
<S>                           <C>                                            <C>
Argentina                     Citibank, N.A.                                 --

Australia                     Westpac Banking Corporation  -                 --

Austria                       Erste Bank der Oesterreichischen               --
                              Sparkassen AG

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

Bangladesh                    Standard Chartered Bank                        --

Belgium                       Generale de Banque                             --

Bermuda                       The Bank of Bermuda Limited                    --

Bolivia                       Banco Boliviano Americano S.A.                 --

Botswana                      Barclays Bank of Botswana Limited              --

Brazil                        Citibank, N.A.                                 --

Bulgaria                      ING Bank N.V.                                  --

Canada                        Canada Trustco Mortgage Company                --

Chile                         Citibank, N.A.                                 --

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

Colombia                      Cititrust Colombia S.A.                        --
                              Sociedad Fiduciaria

Costa Rica                    Banco BCT S.A.                                 --

Croatia                       Privredna Banka Zagreb d.d.                    --
</TABLE>

                                                                               1

<PAGE>

                                                                      SCHEDULE A

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                  SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
Country                       Subcustodian                                   Non-Mandatory Depositories
<S>                           <C>                                            <C>
Cyprus                        Barclays Bank Plc.                             --
                              Cyprus Offshore Banking Unit

Czech Republic                Ceskoslovenska Obchodni                        --
                              Banka, A.S.

Denmark                       Den Danske Bank                                --

Ecuador                       Citibank, N.A.                                 --

Egypt                         National Bank of Egypt                         --

Estonia                       Hansabank                                      --

Finland                       Merita Bank Limited                            --

France                        Banque Paribas                                 --

Germany                       Dresdner Bank AG                               --

Ghana                         Barclays Bank of Ghana Limited                 --

Greece                        National Bank of Greece S.A.                   The Bank of Greece, System
                                                                             for Monitoring Transactions in
                                                                             Securities in Book-Entry Form

Hong Kong                     Standard Chartered Bank                        --

Hungary                       Citibank Budapest Rt.                          --

Iceland                       Icebank Ltd.

India                         Deutsche Bank AG                               --

                              The Hongkong and Shanghai
                              Banking Corporation Limited

Indonesia                     Standard Chartered Bank                        --

Ireland                       Bank of Ireland                                --

Israel                        Bank Hapoalim B.M.                             --

Italy                         Banque Paribas                                 --
</TABLE>

                                                                               2

<PAGE>

                                                                      SCHEDULE A

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                  SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
Country                       Subcustodian                                   Non-Mandatory Depositories
<S>                           <C>                                            <C>
Ivory Coast                   Societe Generale de Banques                    --
                              en Cote d'Ivoire

Jamaica                       Scotiabank Jamaica Trust and Merchant          --
                              Bank Ltd.

Japan                         The Daiwa Bank, Limited                        Japan Securities Depository Center

                              The Fuji Bank, Limited

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

Kenya                         Barclays Bank of Kenya Limited                 --

Republic of Korea             The Hongkong and Shanghai Banking              --
                              Corporation Limited

Latvia                        JSC Hansabank-Latvija                          --

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

Lithuania                     Vilniaus Bankas AB                             --

Malaysia                      Standard Chartered Bank                        --
                              Malaysia Berhad

Mauritius                     The Hongkong and Shanghai                      --
                              Banking Corporation Limited

Mexico                        Citibank Mexico, S.A.                          --

Morocco                       Banque Commerciale du Maroc                    --

Namibia                       (via) Standard Bank of South Africa            --

The Netherlands               MeesPierson N.V.                               --
</TABLE>

                                                                               3

<PAGE>

                                                                      SCHEDULE A

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                  SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
Country                       Subcustodian                                   Non-Mandatory Depositories
<S>                           <C>                                            <C>
New Zealand                   ANZ Banking Group                              --
                              (New Zealand) Limited

Norway                        Christiania Bank og                            --
                              Kreditkasse

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

Pakistan                      Deutsche Bank AG                               --

Peru                          Citibank, N.A.                                 --

Philippines                   Standard Chartered Bank                        --

Poland                        Citibank (Poland) S.A.                         --
                              Bank Polska Kasa Opieki S.A.

Portugal                      Banco Comercial Portugues                      --

Romania                       ING Bank N.V.                                  --

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

Singapore                     The Development Bank                           --
                              of Singapore Limited

Slovak Republic               Ceskoslovenska Obchodna                        --
                              Banka, A.S.

Slovenia                      Bank Austria d.d.                              --

South Africa                  Standard Bank of South Africa Limited          --

Spain                         Banco Santander, S.A.                          --

Sri Lanka                     The Hongkong and Shanghai                      --
                              Banking Corporation Limited
</TABLE>

                                                                               4

<PAGE>

                                                                      SCHEDULE A

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                  SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
Country                       Subcustodian                                   Non-Mandatory Depositories
<S>                           <C>                                            <C>
Swaziland                     Standard Bank Swaziland Limited                --

Sweden                        Skandinaviska Enskilda Banken                  --

Switzerland                   UBS AG                                         --

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

Thailand                      Standard Chartered Bank                        --

Trinidad & Tobago             Republic Bank Limited                          --

Tunisia                       Banque Internationale Arabe de Tunisie         --

Turkey                        Citibank, N.A.                                 --
                              Ottoman Bank

Ukraine                       ING Bank, Ukraine                              --

United Kingdom                State Street Bank and Trust Company,           --
                              London Branch

Uruguay                       Citibank, N.A.                                 --

Venezuela                     Citibank, N.A.                                 --

Zambia                        Barclays Bank of Zambia Limited                --

Zimbabwe                      Barclays Bank of Zimbabwe Limited              --
</TABLE>

Euroclear (The Euroclear System)/State Street London Limited

Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited

INTERSETTLE (for EASDAQ Securities)

                                                                               5

<PAGE>

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                             MANDATORY* DEPOSITORIES


Country                         Mandatory 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 Depot et de
                                Virement de Titres S.A.

                                Banque Nationale de Belgique

Brazil                          Companhia Brasileira de Liquidacao e Custodia
                                (CBLC)

                                Bolsa de Valores de Rio de Janeiro
                                All SSB clients presently use CBLC

                                Central de Custodia e de Liquidacao
                                Financeira de Titulos

Bulgaria                        Central Depository AD
                                Bulgarian National Bank

Canada                          The Canadian Depository for Securities Limited

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

                                Shenzhen Securities Central Clearing Co., Ltd

Costa Rica                      Central de Valores S.A. (CEVAL)

Croatia                         Ministry of Finance

                                National Bank of Croatia

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

                                                                               1

<PAGE>

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                             MANDATORY* DEPOSITORIES

Country                         Mandatory Depositories

Czech Republic                  Stredisko cennych papiru

                                Czech National Bank

Denmark                         Vaerdipapircentralen (the Danish Securities
                                Center)

Egypt                           Misr Company for Clearing, Settlement, and
                                Central Depository

Estonia                         Eesti Vaartpaberite Keskdepositoorium

Finland                         The Finnish Central Securities Depository

France                          Societe Interprofessionnelle pour la
                                Compensation des Valeurs Mobilieres (SICOVAM)

Germany                         Deutsche Borse Clearing AG

Greece                          The Central Securities Depository (Apothetirion
                                Titlon AE)

Hong Kong                       The Central Clearing and Settlement System

                                Central Money Markets Unit

Hungary                         The Central Depository and Clearing House
                                (Budapest) Ltd. (KELER) [Mandatory for Gov't
                                Bonds only; SSB does not use for other
                                securities]

India                           The National Securities Depository Limited

Indonesia                       Bank Indonesia

Ireland                         Central Bank of Ireland Securities Settlement
                                Office

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

                                                                               2

<PAGE>


                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                             MANDATORY* DEPOSITORIES

Country                         Mandatory Depositories

Israel                          The Tel Aviv Stock Exchange Clearing House Ltd.

                                Bank of Israel

Italy                           Monte Titoli S.p.A.

                                Banca d'Italia

Jamaica                         The Jamaican Central Securities Depository

Japan                           Bank of Japan Net System

Kenya                           Central Bank of Kenya

Republic of Korea               Korea Securities Depository Corporation

Latvia                          The Latvian Central Depository

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

                                The Central Bank of Lebanon

Lithuania                       The Central Securities Depository of Lithuania

Malaysia                        The Malaysian Central Depository Sdn. Bhd.

Malaysia (cont.)                Bank Negara Malaysia, Scripless Securities
                                Trading and Safekeeping System

Mauritius                       The Central Depository & Settlement Co. Ltd.

Mexico                          S.D. INDEVAL, S.A. de C.V. (Instituto pare el
                                Deposito de Valores)

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

                                                                               3

<PAGE>

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                             MANDATORY* DEPOSITORIES

Country                         Mandatory Depositories

Morocco                         Maroclear

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

                                De Nederlandsche Bank N.V.

New Zealand                     New Zealand Central Securities Depository
                                Limited

Norway                          Verdipapirsentralen (the Norwegian Registry of
                                Securities)

Oman                            Muscat Securities Market

Pakistan                        Central Depository Company of Pakistan Limited

Peru                            Caja de Valores y Liquidaciones S.A. (CAVALI)

Philippines                     The Philippines Central Depository, Inc.

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

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

                                Central Treasury Bills Registrar

Portugal                        Central de Valores Mobiliarios (Central)

Romania                         National Securities Clearing, Settlement and
                                Depository Co.

                                Bucharest Stock Exchange Registry Division

Singapore                       The Central Depository (Pte) Limited

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

                                                                               4

<PAGE>

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                             MANDATORY* DEPOSITORIES

Country                         Mandatory Depositories

                                Monetary Authority of Singapore

Slovak Republic                 Stredisko Cennych Papierov

                                National Bank of Slovakia

Slovenia                        Klirinsko Depotna Druzba d.d.

South Africa                    The Central Depository Limited

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 AB (the Swedish Central
                                Securities Depository)

Switzerland                     Schweizerische Effekten - Giro AG

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

Thailand                        Thailand Securities Depository Company Limited

Tunisia                         Societe Tunisienne Interprofessionelle de
                                Compensation et de Depot de Valeurs Mobilieres

                                Central Bank of Tunisia

                                Tunisian Treasury

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

                                Central Bank of Turkey

Ukraine                         The National Bank of Ukraine

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

                                                                               5

<PAGE>

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                             MANDATORY* DEPOSITORIES

Country                         Non-Mandatory Depositories

United Kingdom                  The Bank of England, The Central Gilts Office
                                and The Central Moneymarkets Office

Uruguay                         Central Bank of Uruguay

Venezuela                       Central Bank of Venezuela

Zambia                          Lusaka Central Depository Limited

                                Bank of Zambia

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

                                                                               6

<PAGE>

                                   SCHEDULE C

                               MARKET INFORMATION

<TABLE>
<CAPTION>
Publication/Type of Information                                Brief Description
-------------------------------                                -----------------
(Frequency)
<S>                                             <C>
The Guide to Custody in World Markets           An overview of safekeeping and settlement practices and
-------------------------------------           procedures in each market in which State Street Bank and Trust
(annually)                                      Company offers custodial services.

Global Custody Network Review                   Information relating to the operating history and structure of
-----------------------------                   depositories and subcustodians located in the markets s in which
(annually)                                      State Street Bank and Trust Company offers custodial services,
                                                including transnational depositories.

Global Legal Survey                             With respect to each market in which State Street Bank and Trust
-------------------                             Company offers custodial services, opinions relating to whether
(annually)                                      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) the Fund's ability to recover in
                                                the event of bankruptcy or insolvency of a Foreign
                                                Sub-Custodian or Foreign Securities System, (iii) the
                                                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 subcustodian contracts State Street Bank and Trust
-----------------------                         Company has entered into with each subcustodian in the markets in
(annually)                                      which State Street Bank and Trust Company offers subcustody
                                                services to its US mutual fund clients.

Network Bulletins (weekly):                     Developments of interest to investors in the markets in which State
                                                Street Bank and Trust Company offers custodial services.

Foreign Custody Advisories (as necessary):      With respect to markets in which State Street Bank and Trust Company
                                                offers custodial services which exhibit special custody risks,
                                                developments which may impact State Street's ability to deliver
                                                expected levels of service.
</TABLE>

</TEXT>
</DOCUMENT>
