<DOCUMENT>
<TYPE>EX-99.2J
<SEQUENCE>7
<FILENAME>ftlditcustody.txt
<TEXT>

                      MASTER CUSTODY AGREEMENT


           THIS CUSTODY AGREEMENT  ("Agreement") is made and entered into as of
February 16, 1996,  by and between each  Investment  Company  listed on Exhibit
A, for itself  and for each of its Series  listed on Exhibit A, and BANK OF NEW
YORK,  a  New  York  corporation  authorized  to  do a  banking  business  (the
"Custodian").

RECITALS

           A. Each  Investment  Company  is an  investment  company  registered
under the Investment  Company Act of 1940, as amended (the "Investment  Company
Act") that  invests and  reinvests,  for itself or on behalf of its Series,  in
Domestic Securities and Foreign Securities.

           B.  The  Custodian  is,  and  has  represented  to  each  Investment
Company  that the  Custodian  is, a "bank" as that term is  defined  in Section
2(a)(5) of the Investment  Company Act of 1940, as amended,  and is eligible to
receive and maintain  custody of investment  company assets pursuant to Section
17(f) and Rule 17f-2 thereunder.

           C. The Custodian  and each  Investment  Company,  for itself and for
each of its Series,  desire to provide for the  retention of the Custodian as a
custodian  of the assets of each  Investment  Company and each  Series,  on the
terms and subject to the provisions set forth herein.

AGREEMENT

           NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
agreements  contained  herein,  and for other good and valuable  consideration,
the receipt and adequacy of which are hereby  acknowledged,  the parties hereto
agree as follows:

Section 1.0     FORM OF AGREEMENT

           Although the parties have executed  this  Agreement in the form of a
Master Custody Agreement for administrative  convenience,  this Agreement shall
create a separate  custody  agreement for each Investment  Company and for each
Series  designated  on  Exhibit  A,  as  though  each  Investment  Company  had
separately  executed an identical  custody agreement for itself and for each of
its  Series.  No rights,  responsibilities  or  liabilities  of any  Investment
Company  or Series  shall be  attributed  to any other  Investment  Company  or
Series.

Section 1.1     DEFINITIONS

           For purposes of this  Agreement,  the following terms shall have the
respective meanings specified below:

           "Agreement" shall mean this Custody Agreement.

           "Board"  shall mean the Board of  Trustees,  Directors  or  Managing
General Partners, as applicable, of an Investment Company.

           "Business Day" with respect to any Domestic  Security means any day,
other  than  a  Saturday  or  Sunday,  that  is  not a  day  on  which  banking
institutions  are  authorized  or  required  by law to be closed in The City of
New York and,  with  respect  to Foreign  Securities,  a London  Business  Day.
"London  Business  Day" shall mean any day on which  dealings  and  deposits in
U.S. dollars are transacted in the London interbank market.

           "Custodian" shall mean Bank of New York.

           "Domestic  Securities" shall have the meaning provided in Subsection
2.1 hereof.

           "Executive Committee" shall mean the executive committee of a Board.

           "Foreign  Custodian"  shall have the meaning provided in Section 4.1
hereof.

           "Foreign  Securities" shall have the meaning provided in Section 2.1
hereof.

           "Foreign  Securities  Depository" shall have the meaning provided in
Section 4.1 hereof.

           "Fund"  shall  mean  an  entity   identified  on  Exhibit  A  as  an
Investment Company, if the Investment Company has no series, or a Series.

           "Investment  Company"  shall mean an entity  identified on Exhibit A
under the heading "Investment Company."

           "Investment  Company Act" shall mean the  Investment  Company Act of
1940, as amended.

           "Securities" shall have the meaning provided in Section 2.1 hereof.

           "Securities  System" shall have the meaning  provided in Section 3.1
hereof.

           "Securities  System  Account"  shall have the  meaning  provided  in
Subsection 3.8(a) hereof.

           "Series"  shall  mean a series  of an  Investment  Company  which is
identified as such on Exhibit A.

           "Shares" shall mean shares of beneficial  interest of the Investment
Company.

           "Subcustodian"  shall have the meaning  provided in  Subsection  3.7
hereof, but shall not include any Foreign Custodian.

           "Transfer  Agent" shall mean the duly appointed and acting  transfer
agent for each Investment Company.

           "Writing" shall mean a communication in writing,  a communication by
telex,  facsimile  transmission,  bankwire or other  teleprocess  or electronic
instruction system acceptable to the Custodian.

Section 2. APPOINTMENT OF CUSTODIAN; DELIVERY OF ASSETS

           2.1  Appointment  of  Custodian.   Each  Investment  Company  hereby
appoints  and  designates  the  Custodian  as a custodian of the assets of each
Fund,   including  cash   denominated  in  U.S.  dollars  or  foreign  currency
("cash"),  securities  the Fund  desires to be held  within  the United  States
("Domestic  Securities")  and  securities  it  desires to be held  outside  the
United  States  ("Foreign   Securities").   Domestic   Securities  and  Foreign
Securities are sometimes  referred to herein,  collectively,  as  "Securities."
The Custodian  hereby accepts such  appointment and designation and agrees that
it  shall  maintain  custody  of  the  assets  of  each  Fund  delivered  to it
hereunder in the manner provided for herein.

           2.2  Delivery  of Assets.  Each  Investment  Company  may deliver to
the  Custodian  Securities  and cash  owned by the Funds,  payments  of income,
principal  or  capital  distributions  received  by the Funds  with  respect to
Securities  owned  by the  Funds  from  time to  time,  and  the  consideration
received by the Funds for such Shares or other  securities  of the Funds as may
be  issued  and  sold  from  time  to  time.   The  Custodian   shall  have  no
responsibility  whatsoever  for any  property  or assets  of the Funds  held or
received by the Funds and not  delivered  to the  Custodian  pursuant to and in
accordance  with the terms  hereof.  All  Securities  accepted by the Custodian
on behalf of the Funds  under the terms of this  Agreement  shall be in "street
name" or other good delivery form as determined by the Custodian.

           2.3  Subcustodians.  The  Custodian  may appoint  BNY Western  Trust
Company as a  Subcustodian  to hold assets of the Funds in accordance  with the
provisions   of  this   Agreement.   In   addition,   upon  receipt  of  Proper
Instructions  and a  certified  copy of a  resolution  of the  Board  or of the
Executive   Committee,   and   certified  by  the  Secretary  or  an  Assistant
Secretary,  of an  Investment  Company,  the  Custodian  may from  time to time
appoint one or more other  Subcustodians  or Foreign  Custodians to hold assets
of the affected Funds in accordance with the provisions of this Agreement.

           2.4 No Duty to Manage.  The Custodian,  a Subcustodian  or a Foreign
Custodian  shall not have any duty or  responsibility  to  manage or  recommend
investments  of the  assets  of any  Fund  held  by  them  or to  initiate  any
purchase,  sale or  other  investment  transaction  in the  absence  of  Proper
Instructions or except as otherwise specifically provided herein.

Section 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO ASSETS OF THE FUNDS HELD BY
                THE CUSTODIAN

           3.1 Holding  Securities.  The  Custodian  shall hold and  physically
segregate  from any property  owned by the  Custodian,  for the account of each
Fund, all non-cash property  delivered by each Fund to the Custodian  hereunder
other than  Securities  which,  pursuant to  Subsection  3.8  hereof,  are held
through a registered clearing agency, a registered securities  depository,  the
Federal   Reserve's   book-entry   securities   system   (referred  to  herein,
individually,  as a "Securities  System"),  or held by a Subcustodian,  Foreign
Custodian or in a Foreign Securities Depository.

                3.2 Delivery of  Securities.  Except as  otherwise  provided in
Subsection  3.5 hereof,  the  Custodian,  upon receipt of Proper  Instructions,
shall  release  and  deliver  Securities  owned  by a  Fund  and  held  by  the
Custodian  in  the  following   cases  or  as  otherwise   directed  in  Proper
Instructions:

                (a)  except as  otherwise  provided  herein,  upon sale of such
Securities  for the  account  of the  Fund  and  receipt  by the  Custodian,  a
Subcustodian or a Foreign Custodian of payment therefor;

                (b)  upon  the   receipt  of  payment  by  the   Custodian,   a
Subcustodian  or  a  Foreign   Custodian  in  connection  with  any  repurchase
agreement related to such Securities entered into by the Fund;

                (c) in  the  case  of a  sale  effected  through  a  Securities
System, in accordance with the provisions of Subsection 3.8 hereof;

                (d) to a tender agent or other  authorized  agent in connection
with (i) a tender or other similar offer for  Securities  owned by the Fund, or
(ii) a tender offer or repurchase by the Fund of its own Shares;

                (e) 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, a Subcustodian or a Foreign Custodian;

                (f) to the issuer  thereof,  or its agent,  for  transfer  into
the  name or  nominee  name  of the  Fund,  the  name  or  nominee  name of the
Custodian,  the name or nominee name of any Subcustodian or Foreign  Custodian;
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, a Subcustodian or Foreign Custodian;

                (g)  to  the  broker  selling  the  same  for   examination  in
accordance with the "street delivery" custom;

                (h)  for  exchange  or  conversion  pursuant  to  any  plan  of
merger,  consolidation,  recapitalization,  or  reorganization of the issuer of
such  Securities,  or pursuant to a  conversion  of such  Securities;  provided
that,  in any  such  case,  the new  Securities  and  cash,  if any,  are to be
delivered to the Custodian or a Subcustodian;

                (i) in the case of  warrants,  rights  or  similar  securities,
the  surrender  thereof  in  connection  with 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, a subcustodian or a Foreign Custodian;

                (j) for  delivery in  connection  with any loans of  Securities
made by the Fund,  but only against  receipt by the  Custodian,  a Subcustodian
or a Foreign  Custodian of adequate  collateral  as determined by the Fund (and
identified in Proper  Instructions  communicated to the  Custodian),  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  account of the  Custodian,  a
Subcustodian  or a  Foreign  Custodian  in  the  Federal  Reserve's  book-entry
securities  system,  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;

                (k)  for   delivery  as  security   in   connection   with  any
borrowings  by the Fund  requiring  a pledge of  assets  by the Fund,  but only
against  receipt by the  Custodian,  a Subcustodian  or a Foreign  Custodian of
amounts borrowed;

                (l) for  delivery  in  accordance  with the  provisions  of any
agreement  among  the  Fund,  the  Custodian,   a  Subcustodian  or  a  Foreign
Custodian  and a  broker-dealer  relating  to  compliance  with  the  rules  of
registered  clearing  corporations  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;

                (m) for  delivery  in  accordance  with the  provisions  of any
agreement  among  the  Fund,  the  Custodian,   a  Subcustodian  or  a  Foreign
Custodian and a futures  commission  merchant,  relating to compliance with the
rules of the Commodity  Futures Trading  Commission and/or any contract market,
or any similar  organization or  organizations,  regarding  account deposits in
connection with transactions by the Fund;

                (n) upon the receipt of  instructions  from the Transfer  Agent
for  delivery to the Transfer  Agent or to the holders of Shares in  connection
with  distributions  in kind in  satisfaction  of requests by holders of Shares
for repurchase or redemption; and

                (o) for any other  proper  purpose,  but only upon  receipt  of
Proper  Instructions,  and a certified  copy of a resolution of the Board or of
the Executive  Committee  certified by the Secretary or an Assistant  Secretary
of the Fund,  specifying  the  securities  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.

           3.3  Registration  of Securities.  Securities held by the Custodian,
a Subcustodian or a Foreign  Custodian (other than bearer  Securities) shall be
registered  in the name or nominee name of the  appropriate  Fund,  in the name
or  nominee  name  of the  Custodian  or in the  name  or  nominee  name of any
Subcustodian  or Foreign  Custodian.  Each Fund  agrees to hold the  Custodian,
any  such  nominee,   Subcustodian  or  Foreign  Custodian  harmless  from  any
liability as a holder of record of such Securities.

           3.4  Bank  Accounts.   The  Custodian  shall  open  and  maintain  a
separate  bank  account or  accounts  for each Fund,  subject  only to draft or
order by the  Custodian  acting  pursuant to the terms of this  Agreement,  and
shall hold in such account or accounts,  subject to the provisions  hereof, all
cash  received  by it  hereunder  from or for the  account of each Fund,  other
than  cash  maintained  by a Fund in a bank  account  established  and  used in
accordance  with Rule 17f-3  under the Fund Act.  Funds  held by the  Custodian
for a Fund may be  deposited  by it to its credit as  Custodian  in the banking
departments  of the  Custodian,  a Subcustodian  or a Foreign  Custodian.  Such
funds shall be  deposited by the  Custodian  in its  capacity as Custodian  and
shall be  withdrawable  by the Custodian only in that capacity.  In the event a
Fund's  account  for any reason  becomes  overdrawn,  or in the event an action
requested  in  Proper  Instructions  would  cause  such an  account  to  become
overdrawn, the Custodian shall immediately notify the affected Fund.

           3.5  Collection  of  Income;   Trade   Settlement;   Crediting  of
Accounts.   The  Custodian   shall  collect  income  payable  with  respect  to
Securities  owned by each Fund,  settle  Securities  trades for the  account of
each Fund and  credit and debit  each  Fund's  account  with the  Custodian  in
connection  therewith as stated in this Subsection  3.5. This Subsection  shall
not apply to repurchase  agreements,  which are treated in  Subsection  3.2(b),
above.

                (a) Upon receipt of Proper  Instructions,  the Custodian  shall
effect the  purchase of a Security  by charging  the account of the Fund on the
contractual  settlement  date, and by making payment against  delivery.  If the
seller or selling  broker  fails to deliver the  Security  within a  reasonable
period  of  time,   the  Custodian   shall  notify  the  Fund  and  credit  the
transaction  amount to the account of the Fund,  but the  Custodian  shall have
no further liability or responsibility for the transaction.

                (b) Upon receipt of Proper  Instructions,  the Custodian  shall
effect the sale of a Security by  withdrawing  a  certificate  or other indicia
of  ownership  from the  account  of the Fund and by  making  delivery  against
payment,  and shall  credit  the  account  of the Fund with the  amount of such
proceeds  on  the  contractual   settlement  date.  If  the  purchaser  or  the
purchasing  broker  fails to make payment  within a reasonable  period of time,
the Custodian  shall notify the Fund,  debit the Fund's account for any amounts
previously  credited to it by the  Custodian  as  proceeds  of the  transaction
and, if delivery has not been made,  redeposit  the  Security  into the account
of the Fund.

                (c) The Fund is  responsible  for ensuring  that the  Custodian
receives  timely and accurate  Proper  Instructions  to enable the Custodian to
effect  settlement of any purchase or sale.  If the Custodian  does not receive
such  instructions  within the required time period,  the Custodian  shall have
no  liability  of any kind to any person,  including  the Fund,  for failing to
effect settlement on the contractual  settlement date.  However,  the Custodian
shall  use  its  best  reasonable  efforts  to  effect  settlement  as  soon as
possible after receipt of Proper Instructions.

                (d) The  Custodian  shall  credit the  account of the Fund with
interest  income  payable on  interest  bearing  Securities  on  payable  date.
Dividends and other  amounts  payable with respect to Domestic  Securities  and
Foreign  Securities  shall be credited to the account of the Fund when received
by the  Custodian.  The  Custodian  shall not be required  to commence  suit or
collection  proceedings  or resort to any  extraordinary  means to collect such
income  and other  amounts  payable  with  respect to  Securities  owned by the
Fund.  The  collection  of income due the Fund on  Domestic  Securities  loaned
pursuant to the  provisions  of Subsection  3.2(j) 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  entitled.  The  Custodian
shall have no liability to any person,  including  the Fund,  if the  Custodian
credits  the  account  of the Fund with such  income or other  amounts  payable
with respect to Securities  owned by the Fund (other than Securities  loaned by
the Fund pursuant to Subsection  3.2(j) hereof) and the Custodian  subsequently
is unable to collect  such  income or other  amounts  from the  payors  thereof
within a reasonable  time period,  as  determined  by the Custodian in its sole
discretion.  In such event,  the Custodian  shall be entitled to  reimbursement
of the amount so credited to the account of the Fund.

           3.6  Payment of Fund  Monies.  Upon  receipt of Proper  Instructions
the  Custodian  shall  pay out  monies of a Fund in the  following  cases or as
otherwise directed in Proper Instructions:

                (a) upon the  purchase  of  Securities,  futures  contracts  or
options on futures  contracts  for the account of the Fund but only,  except as
otherwise  provided  herein,  (i) against the delivery of such  securities,  or
evidence  of title to futures  contracts  or options on futures  contracts,  to
the Custodian or a  Subcustodian  registered  pursuant to Subsection 3.3 hereof
or in  proper  form  for  transfer;  (ii) in the  case of a  purchase  effected
through a Securities  System,  in accordance  with the  conditions set forth in
Subsection 3.8 hereof;  or (iii) in the case of repurchase  agreements  entered
into between the Fund and the Custodian,  another bank or a  broker-dealer  (A)
against  delivery  of  the  Securities  either  in  certificated  form  to  the
Custodian  or a  Subcustodian  or through an entry  crediting  the  Custodian's
account at the  appropriate  Federal  Reserve Bank with such  Securities or (B)
against  delivery  of the  confirmation  evidencing  purchase  by the  Fund  of
Securities  owned by the  Custodian or such  broker-dealer  or other bank along
with written  evidence of the agreement by the Custodian or such  broker-dealer
or other bank to repurchase such Securities from the Fund;

                (b) in  connection  with  conversion,  exchange or surrender of
Securities owned by the Fund as set forth in Subsection 3.2 hereof;

                (c) for the  redemption  or  repurchase of Shares issued by the
Fund;

                (d) 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:  custodian  fees,  interest,   taxes,  management,   accounting,
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; and

                (e)  for  the  payment  of  any   dividends  or   distributions
declared by the Board with respect to the Shares.

           3.7  Appointment  of  Subcustodians.  The  Custodian may appoint BNY
Western  Trust  Company or, upon receipt of Proper  Instructions,  another bank
or trust company,  which is itself  qualified under the Investment  Company Act
to act as a custodian  (a  "Subcustodian"),  as the agent of the  Custodian  to
carry out such of the duties of the  Custodian  hereunder  as a  Custodian  may
from  time to time  direct;  provided,  however,  that the  appointment  of any
Subcustodian  shall  not  relieve  the  Custodian  of its  responsibilities  or
liabilities hereunder.

           3.8 Deposit of  Securities  in  Securities  Systems.  The  Custodian
may  deposit  and/or  maintain  Domestic  Securities  owned  by  a  Fund  in  a
Securities  System in  accordance  with  applicable  Federal  Reserve Board and
Securities and Exchange  Commission rules and regulations,  if any, and subject
to the following provisions:

                (a) the Custodian  may hold Domestic  Securities of the Fund in
the  Depository  Trust Company or the Federal  Reserve's  book entry system or,
upon receipt of Proper  Instructions,  in another  Securities  System  provided
that  such  securities  are  held  in  an  account  of  the  Custodian  in  the
Securities  System  ("Securities  System  Account") which shall not include any
assets of the  Custodian  other than assets held as a  fiduciary,  custodian or
otherwise for customers;

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

                (c) the Custodian shall pay for Domestic  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  Domestic  Securities  sold for the account of the Fund upon (A)
receipt of advice from the Securities  System that payment for such  securities
has been  transferred to the Securities  System Account,  and (B) 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 Domestic  Securities  for the account of the Fund shall
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 the  transfer  to or from the  account  of the Fund in the form of a written
advice or notice; and

                (d) upon  request,  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  domestic
securities deposited in the Securities System.

           3.9  Segregated  Account.   The  Custodian  shall  upon  receipt  of
Proper  Instructions  establish  and maintain a segregated  account or accounts
for  and  on  behalf  of  a  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 3.8  hereof,  (i) in  accordance
with the  provisions  of any  agreement  among the Fund,  the  Custodian  and a
broker-dealer or futures commission  merchant,  relating to compliance with the
rules  of  registered  clearing  corporations  and of any  national  securities
exchange  (or  the  Commodity  Futures  Trading  Commission  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  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,  and (iii) for other proper
corporate  purposes,  but only, in the case of this clause (iii),  upon receipt
of, in addition to Proper  Instructions,  a certified  copy of a resolution  of
the  Board or of the  Executive  Committee  certified  by the  Secretary  or an
Assistant  Secretary,  setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.

           3.10 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 domestic  securities  of each Fund held by it and in connection
with transfers of such securities.

           3.11 Proxies.  The Custodian  shall,  with respect to the Securities
held  hereunder,   promptly  deliver  to  each  Fund  all  proxies,  all  proxy
soliciting  materials  and all  notices  relating  to such  Securities.  If the
Securities  are  registered  otherwise  than in the name of a Fund or a nominee
of a Fund,  the Custodian  shall use its best  reasonable  efforts,  consistent
with  applicable  law,  to cause all  proxies to be  promptly  executed  by the
registered holder of such Securities in accordance with Proper Instructions.

           3.12  Communications  Relating  to Fund  Portfolio  Securities.  The
Custodian  shall  transmit  promptly  to  each  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 put and call  options  written  by the Fund  and the  maturity  of
futures  contracts  purchased  or sold by the Fund)  received by the  Custodian
from  issuers of  Securities  being held for the Fund.  With  respect to tender
or exchange  offers,  the Custodian  shall  transmit  promptly to each Fund all
written  information  received by the Custodian  from issuers of the Securities
whose  tender or exchange  is sought and from the party (or its agents)  making
the tender or exchange  offer.  If a 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 of which the Custodian is to take such action.

           3.13 Reports by  Custodian.  The  Custodian  shall each business day
furnish each Fund with a statement  summarizing  all  transactions  and entries
for  the  account  of the  Fund  for the  preceding  day.  At the end of  every
month,  the  Custodian  shall  furnish  each  Fund  with a list of the cash and
portfolio  securities  showing  the  quantity of the issue  owned,  the cost of
each issue and the market  value of each issue at the end of each  month.  Such
monthly  report shall also contain  separate  listings of (a) unsettled  trades
and  (b)  when-issued  securities.  The  Custodian  shall  furnish  such  other
reports as may be mutually agreed upon from time-to-time.

Section 4. CERTAIN DUTIES OF THE CUSTODIAN WITH RESPECT TO ASSETS OF THE FUNDS
                HELD OUTSIDE THE UNITED STATES
           4.1 Custody  Outside the United  States.  Each Fund  authorizes  the
Custodian to hold Foreign  Securities  and cash in custody  accounts which have
been established by the Custodian with (i) its foreign  branches,  (ii) foreign
banking   institutions,   foreign   branches   of  United   States   banks  and
subsidiaries  of  United  States  banks  or  bank  holding  companies  (each  a
"Foreign  Custodian")  and (iii) Foreign  Securities  depositories  or clearing
agencies (each a "Foreign  Securities  Depository");  provided,  however,  that
the  appropriate  Board or Executive  Committee has approved in advance the use
of each such  Foreign  Custodian  and  Foreign  Securities  Depository  and the
contract  between  the  Custodian  and each  Foreign  Custodian  and that  such
approval  is set  forth  in  Proper  Instructions  and a  certified  copy  of a
resolution  of  the  Board  or of  the  Executive  Committee  certified  by the
Secretary or an  Assistant  Secretary of the  appropriate  Investment  Company.
Unless  expressly  provided  to the  contrary  in this  Section  4,  custody of
Foreign   Securities   and  assets  held  outside  the  United  States  by  the
Custodian,  a Foreign  Custodian  or  through a Foreign  Securities  Depository
shall be governed by this Agreement, including Section 3 hereof.

           4.2 Assets to be Held.  The  Custodian  shall  limit the  securities
and other assets  maintained  in the custody of its foreign  branches,  Foreign
Custodians and Foreign  Securities  Depositories to: (i) "foreign  securities",
as defined in  paragraph  (c) (1) of Rule  17f-5  under the Fund Act,  and (ii)
cash and cash  equivalents  in such  amounts as the  Custodian  or an  affected
Fund may  determine to be  reasonably  necessary  to effect the Fund's  Foreign
Securities transactions.

           4.3  Omitted.

           4.4  Segregation  of  Securities.  The Custodian  shall  identify on
its books and  records  as  belonging  to the  appropriate  Fund,  the  Foreign
Securities of each Fund held by each Foreign Custodian.

           4.5  Agreements  with Foreign  Custodians.  Each  agreement  between
the Custodian and a Foreign  Custodian  shall be  substantially  in the form as
delivered to the Investment  Companies for their Boards' review,  and shall not
be amended in a way that  materially  adversely  affects  any Fund  without the
prior written  consent of the Fund.  Upon request,  the Custodian shall certify
to the Funds that an agreement  between the Custodian  and a Foreign  Custodian
meets the requirements of Rule 17f-5 under the 1940 Act.

           4.6 Access of  Independent  Accountants  of the Funds.  Upon request
of a Fund,  the Custodian will use its best  reasonable  efforts to arrange for
the  independent  accountants or auditors of the Fund to be afforded  access to
the books and  records  of any  Foreign  Custodian  insofar  as such  books and
records  relate to the custody by any such  Foreign  Custodian of assets of the
Fund.

           4.7  Transactions  in  Foreign  Custody  Accounts.  Upon  receipt of
Proper  Instructions,  the Custodian  shall  instruct the  appropriate  Foreign
Custodian  to  transfer,  exchange  or deliver  Foreign  Securities  owned by a
Fund,  but, except to the extent  explicitly  provided  herein,  only in any of
the cases  specified in Subsection  3.2.  Upon receipt of Proper  Instructions,
the Custodian  shall pay out or instruct the appropriate  Foreign  Custodian to
pay out  monies  of a Fund in any of the cases  specified  in  Subsection  3.6.
Notwithstanding  anything  herein to the contrary,  settlement  and payment for
Foreign  Securities  received for the account of a Fund and delivery of Foreign
Securities  maintained  for the account of a Fund may be effected in accordance
with the customary or established  securities trading or securities  processing
practices  and  procedures  in  the   jurisdiction   or  market  in  which  the
transaction occurs,  including,  without limitation,  delivering  securities to
the purchaser  thereof or to a dealer  therefor (or an agent for such purchaser
or dealer)  against a receipt with the  expectation of receiving  later payment
for  such  securities  from  such  purchaser  or  dealer.   Foreign  Securities
maintained  in the  custody of a Foreign  Custodian  may be  maintained  in the
name of such  entity  or its  nominee  name to the same  extent as set forth in
Section  3.3 of this  Agreement  and  each  Fund  agrees  to hold  any  Foreign
Custodian  and its nominee  harmless  from any  liability as a holder of record
of such securities.

           4.8  Liability  of Foreign  Custodian.  Each  agreement  between the
Custodian and a Foreign  Custodian shall,  unless otherwise  mutually agreed to
by the  Custodian  and a  Fund,  require  the  Foreign  Custodian  to  exercise
reasonable care or,  alternatively,  impose a contractual  liability for breach
of  contract  without  an  exception  based  upon a  standard  of  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  Custodian's  performance  of such
obligations,  excepting,  however,  Citibank,  N.A., and its  subsidiaries  and
branches,  where the  indemnification  is limited to direct  money  damages and
requires  that the claim be promptly  asserted.  At the election of a Fund,  it
shall  be  entitled  to be  subrogated  to the  rights  of the  Custodian  with
respect to any  claims  against a Foreign  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,  unless such  subrogation  is prohibited by local
law.

           4.9  Monitoring Responsibilities.

                (a) The Custodian  will promptly  inform each Fund in the event
that the  Custodian  learns  of a  material  adverse  change  in the  financial
condition  of  a  Foreign  Custodian  or  learns  that  a  Foreign  Custodian's
financial  condition  has  declined  or is likely to decline  below the minimum
levels required by Rule 17f-5 of the 1940 Act.

                (b) The  custodian  will  furnish  such  information  as may be
reasonably  necessary to assist each  Investment  Company's Board in its annual
review and approval of the  continuance of all contracts or  arrangements  with
Foreign Subcustodians.

Section 5. PROPER INSTRUCTIONS

           As used in this  Agreement,  the term  "Proper  Instructions"  means
instructions  of a Fund  received by the  Custodian via telephone or in Writing
which the  Custodian  believes  in good faith to have been given by  Authorized
Persons  (as defined  below) or which are  transmitted  with proper  testing or
authentication  pursuant  to terms  and  conditions  which  the  Custodian  may
specify.  Any Proper  Instructions  delivered  to the  Custodian  by  telephone
shall  promptly  thereafter be confirmed in  accordance  with  procedures,  and
limited in subject  matter,  as  mutually  agreed upon by the  parties.  Unless
otherwise  expressly  provided,  all Proper Instructions shall continue in full
force and effect until canceled or superseded.  If the Custodian  requires test
arrangements,  authentication  methods  or other  security  devices  to be used
with  respect  to Proper  Instructions,  any Proper  Instructions  given by the
Funds  thereafter  shall be given and processed in  accordance  with such terms
and  conditions  for the use of such  arrangements,  methods  or devices as the
Custodian  may put into  effect and modify  from time to time.  The Funds shall
safeguard any testkeys,  identification  codes or other security  devices which
the Custodian  shall make available to them.  The Custodian may  electronically
record any Proper  Instructions  given by  telephone,  and any other  telephone
discussions,  with  respect  to its  activities  hereunder.  As  used  in  this
Agreement,  the term  "Authorized  Persons"  means such officers or such agents
of a Fund as have been  properly  appointed  pursuant  to a  resolution  of the
appropriate  Board or Executive  Committee,  a certified copy of which has been
provided  to  the  Custodian,   to  act  on  behalf  of  the  Fund  under  this
Agreement.  Each of such  persons  shall  continue to be an  Authorized  Person
until such time as the Custodian  receives  Proper  Instructions  that any such
officer or agent is no longer an Authorized Person.

Section 6.      ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

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

                (a) make  payments  to itself or others for minor  expenses  of
handling  Securities or other  similar items  relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the Fund;

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

                (c) 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 provided in Proper Instructions.

Section 7. EVIDENCE OF AUTHORITY

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


Section 8.      DUTY OF CUSTODIAN TO SUPPLY INFORMATION

           The Custodian shall cooperate with and supply necessary  information
in its  possession  (to the extent  permissible  under  applicable  law) to the
entity or  entities  appointed  by the  appropriate  Board to keep the books of
account  of a Fund  and/or  compute  the  net  asset  value  per  Share  of the
outstanding Shares of a Fund.

Section 9. RECORDS

           The Custodian shall create and maintain all records  relating to its
activities  under  this  Agreement  which are  required  with  respect  to such
activities  under Section 31 of the Investment  Company Act and Rules 31a-1 and
31a-2  thereunder.  All such records  shall be the property of the  appropriate
Investment  Company 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  Investment  Company and employees and agents of the
Securities  and  Exchange   Commission.   The  Custodian  shall,  at  a  Fund's
request,  supply the Fund with a  tabulation  of  Securities  and Cash 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.

Section 10.     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
each  Investment  Company,  on  behalf  of each  Fund,  and the  Custodian.  In
addition,  should the  Custodian in its  discretion  advance  funds (to include
overdrafts)  to or on behalf of a Fund  pursuant  to Proper  Instructions,  the
Custodian shall be entitled to prompt  reimbursement  of any amounts  advanced.
In the event of such an advance,  and to the extent  permitted  by the 1940 Act
and the  Fund's  policies,  the  Custodian  shall  have a  continuing  lien and
security  interest  in and to the  property  of the Fund in the  possession  or
control  of the  Custodian  or of a  third  party  acting  in  the  Custodian's
behalf,  until the  advance  is  reimbursed.  Nothing in this  Agreement  shall
obligate  the  Custodian  to  advance  funds to or on behalf  of a Fund,  or to
permit any borrowing by a Fund except for  borrowings  for temporary  purposes,
to the extent permitted by the Fund's policies.

Section 11.     RESPONSIBILITY OF CUSTODIAN

           The Custodian  shall be responsible for the performance of only such
duties as are set forth herein or contained  in Proper  Instructions  and shall
use  reasonable  care in  carrying  out such  duties.  The  Custodian  shall be
liable to a Fund for any loss which  shall  occur as the result of the  failure
of a Foreign  Custodian  engaged  directly or  indirectly  by the  Custodian to
exercise  reasonable  care with respect to the  safekeeping  of securities  and
other  assets  of the  Fund to the same  extent  that  the  Custodian  would be
liable to the Fund if the  Custodian  itself were holding such  securities  and
other  assets.   Nothing  in  this  Agreement   shall  be  read  to  limit  the
responsibility  or liability of the Custodian or a Foreign  Custodian for their
failure  to  exercise   reasonable   care  with  regard  to  any   decision  or
recommendation  made by the  Custodian  or  Subcustodian  regarding  the use or
continued  use of a  Foreign  Securities  Depository.  In the event of any loss
to a Fund by reason of the  failure  of the  Custodian  or a Foreign  Custodian
engaged by such  Foreign  Custodian  or the  Custodian  to  utilize  reasonable
care,  the  Custodian  shall be liable to the Fund to the  extent of the Fund's
damages,  to be determined  based on the market value of the property  which is
the  subject  of the loss at the date of  discovery  of such  loss and  without
reference to any special  conditions or  circumstances.  The Custodian shall be
held to the exercise of  reasonable  care in carrying out this  Agreement,  and
shall  not  be  liable  for  acts  or  omissions  unless  the  same  constitute
negligence  or willful  misconduct  on the part of the Custodian or any Foreign
Custodian  engaged  directly or indirectly by the  Custodian.  Each Fund agrees
to indemnify  and hold  harmless the Custodian and its nominees from all taxes,
charges,  expenses,  assessments,  claims and liabilities (including legal fees
and  expenses)  incurred by the  Custodian or its nominess in  connection  with
the  performance of this  Agreement  with respect to such Fund,  except such as
may arise  from any  negligent  action,  negligent  failure  to act or  willful
misconduct  on the part of the  indemnified  entity or any  Foreign  Custodian.
The  Custodian  shall be  entitled  to rely,  and may act, on advice of counsel
(who may be counsel for a Fund) on all  matters and shall be without  liability
for any  action  reasonably  taken or  omitted  pursuant  to such  advice.  The
Custodian need not maintain any insurance for the benefit of any Fund.

           All  collections  of funds or other  property paid or distributed in
respect of Securities  held by the Custodian,  agent,  Subcustodian  or Foreign
Custodian  hereunder  shall be made at the  risk of the  Funds.  The  Custodian
shall  have no  liability  for any  loss  occasioned  by  delay  in the  actual
receipt  of  notice  by the  Custodian,  agent,  Subcustodian  or by a  Foreign
Custodian  of  any  payment,   redemption   or  other   transaction   regarding
securities  in respect  of which the  Custodian  has  agreed to take  action as
provided  in  Section  3 hereof.  The  Custodian  shall  not be liable  for any
action  taken in good  faith upon  Proper  Instructions  or upon any  certified
copy of any  resolution  of the  Board and may rely on the  genuineness  of any
such  documents  which it may in good faith  believe  to be  validly  executed.
Notwithstanding  the foregoing,  the Custodian shall not be liable for any loss
resulting  from, or caused by, the  direction of a Fund to maintain  custody of
any  Securities  or cash in a foreign  country  including,  but not limited to,
losses resulting from nationalization,  expropriation,  currency  restrictions,
civil  disturbance,  acts  of  war  or  terrorism,  insurrection,   revolution,
nuclear fusion,  fission or radiation or other similar  occurrences,  or events
beyond the  control  of the  Custodian.  Finally,  the  Custodian  shall not be
liable for any taxes,  including  interest and penalties with respect  thereto,
that may be levied or  assessed  upon or in  respect  of any assets of any Fund
held by the Custodian.

Section 12.     LIMITED LIABILITY OF EACH INVESTMENT COMPANY

           The  Custodian  acknowledges  that  it has  received  notice  of and
accepts  the   limitations  of  liability  as  set  forth  in  each  Investment
Company's  Agreement and Declaration of Trust,  Articles of  Incorporation,  or
Agreement  of  Limited  Partnership.  The  Custodian  agrees  that each  Fund's
obligation  hereunder  shall be limited to the assets of the Fund, and that the
Custodian  shall  not  seek  satisfaction  of  any  such  obligation  from  the
shareholders  of the Fund nor from any  Board  Member,  officer,  employee,  or
agent of the Fund or the Investment Company on behalf of the Fund.

Section 13.     EFFECTIVE PERIOD; TERMINATION

           This  Agreement  shall  become  effective  as of  the  date  of  its
execution  and shall  continue  in full force and effect  until  terminated  as
hereinafter  provided.  This  Agreement may be  terminated  by each  Investment
Company,  on  behalf  of a  Fund,  or by the  Custodian  by 90 days  notice  in
Writing to the other  provided that any  termination  by an Investment  Company
shall be  authorized by a resolution  of the Board,  a certified  copy of which
shall accompany such notice of  termination,  and provided  further,  that such
resolution  shall specify the names of the persons to whom the Custodian  shall
deliver the assets of the affected  Funds held by the  Custodian.  If notice of
termination  is given  by the  Custodian,  the  affected  Investment  Companies
shall,  within 90 days  following  the  giving of such  notice,  deliver to the
Custodian a certified  copy of a resolution of the Boards  specifying the names
of the  persons to whom the  Custodian  shall  deliver  assets of the  affected
Funds held by the  Custodian.  In either case the  Custodian  will deliver such
assets to the  persons so  specified,  after  deducting  therefrom  any amounts
which  the  Custodian  determines  to be owed to it  hereunder  (including  all
costs and  expenses  of  delivery  or transfer of Fund assets to the persons so
specified).   If  within  90  days   following   the  giving  of  a  notice  of
termination  by  the  Custodian,  the  Custodian  does  not  receive  from  the
affected  Investment  Companies  certified  copies of resolutions of the Boards
specifying  the names of the persons to whom the  Custodian  shall  deliver the
assets of the Funds held by the  Custodian,  the  Custodian,  at its  election,
may  deliver  such  assets to a bank or trust  company  doing  business  in the
State of  California  to be held and disposed of pursuant to the  provisions of
this  Agreement or may  continue to hold such assets until a certified  copy of
one or more  resolutions  as  aforesaid  is  delivered  to the  Custodian.  The
obligations  of the  parties  hereto  regarding  the  use of  reasonable  care,
indemnities  and payment of fees and expenses shall survive the  termination of
this Agreement.

Section 14.     MISCELLANEOUS

           14.1  Relationship.  Nothing  contained in this Agreement  shall (i)
create any  fiduciary,  joint venture or partnership  relationship  between the
Custodian  and any Fund or (ii) be  construed as or  constitute  a  prohibition
against the  provision by the  Custodian or any of its  affiliates  to any Fund
of investment  banking,  securities dealing or brokerages services or any other
banking or financial services.

           14.2 Further  Assurances.  Each party  hereto  shall  furnish to the
other party  hereto such  instruments  and other  documents as such other party
may  reasonably  request  for the  purpose of carrying  out or  evidencing  the
transactions contemplated by this Agreement.

           14.3  Attorneys'  Fees. If any lawsuit or other action or proceeding
relating  to this  Agreement  is brought by a party  hereto  against  the other
party  hereto,  the  prevailing  party shall be entitled to recover  reasonable
attorneys'  fees,  costs  and  disbursements  (including  allocated  costs  and
disbursements  of in-house  counsel),  in addition to any other relief to which
the prevailing party may be entitled.

           14.4 Notices.  Except as otherwise  specified herein, each notice or
other  communication  hereunder  shall be in Writing and shall be  delivered to
the intended  recipient at the  following  address (or at such other address as
the intended  recipient  shall have  specified in a written notice given to the
other parties hereto):

if to a Fund or Investment Company:      if to the Custodian:

[Fund or Investment Company]             The Bank of New York
c/o Franklin Resources, Inc.             Mutual Fund Custody Manager
777 Mariners Island Blvd.                BNY Western Trust Co.
San Mateo, CA  94404                     550 Kearney St., Suite 60
Attention:  Chief Legal Officer          San Francisco, CA   94108

           14.5 Headings.  The  underlined  headings  contained  herein are for
convenience  of  reference  only,  shall  not be  deemed  to be a part  of this
Agreement  and shall not be referred to in connection  with the  interpretation
hereof.

           14.6    Counterparts.    This   Agreement   may   be   executed   in
counterparts,  each of which shall  constitute  an original  and both of which,
when taken together, shall constitute one agreement.

           14.7   Governing   Law.  This   Agreement   shall  be  construed  in
accordance  with,  and  governed in all  respects  by, the laws of the State of
New York (without giving effect to principles of conflict of laws).

           14.8 Force  Majeure.  Notwithstanding  the  provisions of Section 11
hereof regarding the Custodian's  general  standard of care, no failure,  delay
or default in  performance  of any  obligation  hereunder  shall  constitute an
event of default or a breach of this  agreement,  or give rise to any liability
whatsoever  on the part of one party  hereto to the other,  to the extent  that
such  failure to  perform,  delay or default  arises out of a cause  beyond the
control  and  without  negligence  of  the  party  otherwise   chargeable  with
failure,  delay or default;  including,  but not limited to: action or inaction
of governmental,  civil or military authority;  fire; strike;  lockout or other
labor  dispute;  flood;  war;  riot;  theft;   earthquake;   natural  disaster;
breakdown  of public  or common  carrier  communications  facilities;  computer
malfunction;   or  act,   negligence  or  default  of  the  other  party.  This
paragraph  shall in no way limit the  right of either  party to this  Agreement
to make any claim against  third  parties for any damages  suffered due to such
causes.

           14.9  Successors  and  Assigns.  This  Agreement  shall  be  binding
upon,  and  shall  inure to the  benefit  of,  the  parties  hereto  and  their
respective successors and assigns, if any.

           14.10  Waiver.  No  failure  on the part of any  person to  exercise
any power,  right,  privilege or remedy hereunder,  and no delay on the part of
any  person  in  the  exercise  of  any  power,  right,   privilege  or  remedy
hereunder,  shall  operate  as a  waiver  thereof;  and no  single  or  partial
exercise of any such power,  right,  privilege  or remedy  shall  preclude  any
other or further  exercise thereof or of any other power,  right,  privilege or
remedy.

           14.11  Amendments.  This  Agreement  may not be  amended,  modified,
altered or  supplemented  other  than by means of an  agreement  or  instrument
executed on behalf of each of the parties hereto.

           14.12  Severability.  In  the  event  that  any  provision  of  this
Agreement,  or the  application  of any such  provision to any person or set of
circumstances,   shall  be  determined  to  be  invalid,   unlawful,   void  or
unenforceable  to  any  extent,  the  remainder  of  this  Agreement,  and  the
application of such provision to persons or  circumstances  other than those as
to which it is  determined  to be  invalid,  unlawful,  void or  unenforceable,
shall not be  impaired or  otherwise  affected  and shall  continue to be valid
and enforceable to the fullest extent permitted by law.

           14.13  Parties  in  Interest.   None  of  the   provisions  of  this
Agreement  is intended  to provide  any rights or remedies to any person  other
than the  Investment  Companies,  for  themselves  and for the  Funds,  and the
Custodian and their respective successors and assigns, if any.

           14.14  Pre-Emption  of  Other  Agreements.   In  the  event  of  any
conflict between this Agreement,  including  without  limitation any amendments
hereto,  and any other  agreement  which may now or in the future exist between
the parties, the provisions of this Agreement shall prevail.

           14.15  Variations  of  Pronouns.  Whenever  required  by the context
hereof,  the singular  number  shall  include the plural,  and vice versa;  the
masculine  gender  shall  include  the  feminine  and neuter  genders;  and the
neuter gender shall include the masculine and feminine genders.

         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Agreement
to be executed and delivered as of the date first above written.


THE BANK OF NEW YORK


By:        /s/ F. RICCIARDI

Its:       SENIOR VICE PRESIDENT


THE INVESTMENT COMPANIES LISTED ON EXHIBIT A


By:             /s/ H.E. BURNS
                Harmon E. Burns

Their:          Vice President



By:             /s/ DEBORAH R. GATZEK
                Deborah R. Gatzek

Their:     Vice President & Secretary

</TEXT>
</DOCUMENT>
