CITIBANK

                      GLOBAL CUSTODIAL SERVICES AGREEMENT

<PAGE>


                                TABLE OF CONTENTS
1.  DEFINITIONS                                                                1
2.  APPOINTMENT OF CUSTODIAN                                                   3
3.  PROPERTY ACCEPTED                                                          3
4.  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS                               3
5.  INSTRUCTIONS                                                               4
6.  PERFORMANCE BY THE CUSTODIAN                                               5
7.  POOLING, REGISTRATION AND OTHER ACTION                                     6
8.  CUSTODY CASH ACCOUNT PAYMENTS                                              7
9.  ASSURED INCOME PAYMENT SERVICE                                             8
10. WITHDRAWAL AND DELIVERY                                                    8
11. ACCESS AND RECORDS                                                         8
12. USE OF AGENTS                                                              9
13. CITICORP ORGANIZATION INVOLVEMENT                                          9
14. SCOPE OF RESPONSIBILITY                                                   10
15. LITIGATION; INDEMNITY                                                     11
16. LIEN                                                                      12
17. FEES AND EXPENSES                                                         13
18. TAX STATUS/WITHHOLDING TAXES                                              13
19. TERMINATION                                                               13
20. ASSIGNMENT                                                                14
21. JOINT AND SEVERAL LIABILITY                                               14
22. DISCLOSURE                                                                14
23. NOTICES                                                                   15
24. GOVERNING LAW AND JURISDICTION                                            15
25. MISCELLANEOUS                                                             15



<PAGE>


     THIS  GLOBAL  CUSTODIAL  SERVICES  AGREEMENT  is  made  on the  ______  day
of ________ 1998, by and between THE AAL MUTUAL FUNDS,  a mutual fund  organized
under the laws of  Massachusetts,  acting on its own  behalf  and/or as agent on
behalf of its customers, (the "Client"),  having its principal place of business
at 222 West College Avenue,  Appleton,  Wisconsin 54919-0007 and CITIBANK, N.A.,
acting as a custodian  hereunder  through its office located at 111 Wall Street,
New York, New York 10005 (the "Custodian").

1.   DEFINITIONS

     "Agreement" means this Global Custodial Services Agreement, as amended from
time to time, and any other terms and  conditions  agreed upon by the Client and
the Custodian in writing from time to time in connection with this Agreement.

     "Assured Income Payment  Service" means the  Custodian's  services in which
interest,  dividends  or other  such  periodic  income,  to which the  Client is
entitled,  on  Securities  specified by the  Custodian  from time to time at its
absolute discretion, are credited to the Custody Cash Account in respect of such
Securities.

     "Assured Income Payment Standards" means the terms and conditions governing
the Assured  Income  Payment  Service,  as such terms and conditions are amended
and/or supplemented from time to time by, and at the absolute discretion of, the
Custodian.

     "Assured  Payment" means, in relation to those Securities  specified by the
Custodian  under the Assured  Income  Payment  Service,  an amount  equal to the
interest,  dividends or periodic  income that is due to the Client in respect of
such Securities less any taxes, duties, levies, charges or any other withholding
payments payable in respect of such interest, dividends or periodic income.

     "Assured  Payment Date" means,  in relation to the payment of any interest,
dividend  or  periodic  income of any  particular  Securities  specified  by the
Custodian  under the  Assured  Income  Payment  Service,  the date on which such
interest,  dividend  or periodic  income is normally  payable in respect of such
Securities  or such other date as may be notified by the Custodian to the Client
from time to time.

     "Authorized  Person"  means (i) any person who has been  authorized  by the
Client,  by notice in  writing  to the  Custodian,  to act on its  behalf in the
performance  of any act,  discretion or duty under this  Agreement,  or (ii) any
other person  holding a duly executed power of attorney from the Client which is
in a form acceptable to the Custodian  (including,  for avoidance of doubt,  any
officer or employee of such agent or person).

     "Branch" means any branch or office of Citibank, N.A.

     "Citicorp  Organization"  means  Citicorp and any company of which Citicorp
is, now or hereafter,  directly or indirectly a  shareholder  or owner.  For the
purposes of this Agreement,  each Branch shall be deemed to be a separate member
of the Citicorp Organization.

     "Clearance  System"  means  The  Federal  Reserve  Bank  of New  York,  The
Depository  Trust Company,  Participants  Trust Company,  Cedel Bank,  S.A., the
Euroclear  System  operated by Morgan  Guaranty  Trust Company of New York,  the
CREST system  operated by CREST CO.  Limited,  the Central Money Markets Office,
the Central Gilts Office and such other clearing  agency,  settlement  system or
depository  as may from  time to time be used in  connection  with  transactions
relating to Securities,  and any nominee, clearing agency, or depository for any
of the foregoing.

     "Custody  Account" means the custody account or accounts in the name of the
Client and/or such other name as the Client may  reasonably  designate,  for the
deposit of any  Property  (other  than cash) from time to time  received  by the
Custodian for the account of the Client.

     "Custody Cash Account"  means the cash account or accounts,  which,  at the
discretion of the Client,  may be either a subaccount(s)  of the Custody Account
or a demand deposit account(s), in the name of the Client and/or such other name
as the Client may reasonably designate,  for the deposit of cash in any currency
received  by the  Custodian  from time to time for the  account  of the  Client,
whether by way of deposit or arising out of or in  connection  with any Property
in the Custody Account.

     "Fee  Agreement"  means the agreement  between the Custodian and the Client
setting  forth the  fees,  costs and  expenses  to be paid by the  Client to the
Custodian in connection with the custodial  services  provided  pursuant to this
Agreement,  as such fee agreement may be amended at the  Custodian's  reasonable
discretion from time to time by prior written notice to the Client.

     "Instructions"  means any and all  instructions  received by the  Custodian
from,  or  reasonably  believed by the  Custodian in good faith to be from,  any
Authorized Person, including any instructions communicated through any manual or
electronic  medium or system agreed  between the Client and the Custodian and on
such terms and conditions as the Custodian may specify from time to time.

     "Person" means any person, firm, company, corporation, government, state or
agency of a state,  or any  association  or  partnership  (whether or not having
separate legal personality) of two or more of the foregoing.

     "Property"  means,  as  the  context  requires,  all  or  any  part  of any
Securities,  cash,  or any other  property from time to time held for the Client
under the terms of this Agreement.

     "Rules"  means any rules and  regulations  (whether  of a local  regulatory
authority,  stock exchange or other entity) in any  jurisdiction  with which the
Custodian  may from time to time be required to comply in the  provision  of its
services hereunder.

     "Securities" means bonds, debentures,  notes, stocks, shares, securities or
other  financial  assets  acceptable to the Custodian and all moneys,  rights or
property  which may at any time  accrue or be offered  (whether by way of bonus,
redemption,  preference, option or otherwise) in respect of any of the foregoing
and any  certificates,  receipts,  warrants  or other  instruments  (whether  in
registered or unregistered  form)  representing  rights to receive,  purchase or
subscribe  for any of the  foregoing or  evidencing  or  representing  any other
rights or interests therein (including, without limitation, any of the foregoing
not constituted, evidenced or represented by a certificate or other document but
by an entry in the books or other permanent  records of the issuer, a trustee or
other fiduciary thereof, a Clearance System or other person).

     "Service  Standards" means any written service standards  governing the day
to day operations of the custodial  services which may be provided to the Client
or modified by the Custodian by notice to the Client from time to time.

     "Subcustodian"  means  a  subcustodian  (other  than  a  Clearance  System)
appointed by the Custodian for the safe-keeping,  administration,  clearance and
settlement of Securities.

     "Taxes" means all taxes, levies, imposts, charges, assessments, deductions,
withholdings and related liabilities,  including additions to tax, penalties and
interest  imposed on or in respect of the Property,  the  transactions  effected
under this Agreement or the Client;  PROVIDED THAT Taxes does not include income
or franchise  taxes imposed on or measured by the net income of the Custodian or
its agents.


2.   APPOINTMENT OF CUSTODIAN

(A)  The  Client  hereby  appoints  the  Custodian  to act as its  custodian  in
accordance  with the terms hereof and  authorizes  the Custodian to establish on
its books, on the terms of this Agreement, the Custody Account, to be designated
to show that the  Securities  belong to the Client and are  segregated  from the
Custodian's assets and the Client Cash Account.

(B) Subject to the express terms of this Agreement,  the Client  understands and
agrees that the  obligations  and duties  hereunder  of the  Custodian  shall be
performed  only  by the  Custodian  or  its  agents,  and  shall  not be  deemed
obligations  or duties of any other  member of the  Citicorp  Organization.  The
Client  agrees that the  Custodian  may  register  or record  legal title to any
Securities in the name of a nominee  company or a  Subcustodian  in the Citicorp
Organization  and may  appoint a member  of the  Citicorp  Organization  to be a
Subcustodian.


(C) The Client  agrees to take any such  action  which may be  necessary  and to
execute  further  documents and provide such materials and information as may be
reasonably  requested by the  Custodian  to enable the  Custodian to perform the
duties and obligations  under this  Agreement,  including  participation  in any
relevant  Clearance System,  and will notify the Custodian as soon as it becomes
aware of any inaccuracy in such materials or information.

(D) All  custody  services  by the  Custodian  hereunder  shall be  provided  in
accordance with the Service Standards,  a copy of which the Custodian may supply
to the Client from time to time.  In the event of any conflict  between any term
of  this  Global  Custodial  Services  Agreement  and any  term  of the  Service
Standards, the Global Custodial Services Agreement shall prevail with respect to
such term.

(E) The Client agrees to comply with any relevant security  procedures  relating
to the provision of custody services under this Agreement which may be specified
by the Custodian or imposed on the Client by any relevant Clearance System.


3.   PROPERTY ACCEPTED

(A) Subject to Section 3(C) below, the Custodian agrees to accept for custody in
the Custody Account any Securities, which are capable of deposit under the terms
of this Agreement.

(B) Subject to Section 3(C) below, the Custodian agrees to accept for deposit in
the Client Cash Account,  cash in any currency  (which shall,  if necessary,  be
credited by the Custodian to different  accounts in the  currencies  concerned),
such cash to be owed to the Client by the Custodian as banker.

(C) The Custodian may in its reasonable discretion refuse to accept (in whole or
in part) any proposed  deposit in either the Custody Account or the Custody Cash
Account if the Custodian reasonably believes that the acceptance of such deposit
would  violate  any law,  rule,  regulation,  practice  or  policy  to which the
Custodian is subject.


4.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

(A) The Client hereby represents, warrants and undertakes to the Custodian that:

     (i)  it is duly  organized  and  validly  existing  under  the  laws of the
          jurisdiction of its organization;

     (ii) during the term of this  Agreement  it (and any person on whose behalf
          it may act as agent or otherwise in a representative capacity) has and
          will  continue to have,  or will take all action  necessary to obtain,
          full capacity and authority to enter into this  Agreement and to carry
          out the  transactions  contemplated  herein,  and has  taken  and will
          continue  to take  all  action  (including,  without  limitation,  the
          obtaining of all  necessary  governmental  consents in any  applicable
          jurisdiction) to authorize the execution,  delivery and performance of
          obligations of the Client, and the validity and enforceability of such
          obligations and the rights of the Custodian, under this Agreement;

     (iii)it will not assert any interest in Property  held by the  Custodian in
          any  Clearance  System in any way which  could  present a transfer  of
          title to a unit of such  Property  by the  Custodian  (or by any other
          person) where such transfer is required by the Clearance System;

     (iv) this Agreement is legal, valid and binding on the Client;

     (v)  on or  prior  to the  execution  of this  Agreement,  the  Client  has
          provided to the Custodian certified true copies of evidence of the due
          authorization  for the  execution,  delivery and  performance  of this
          Agreement;

     (vi) except  as  provided  in  Clause 16 of this  Agreement,  all  Property
          deposited  with the Custodian  shall,  at all times,  be free from all
          charges, mortgages, pledges or other such encumbrances; and

     (vii)the  Client  shall,  at all  times,  be  entitled  or  otherwise  duly
          authorized  to deal  with,  and  dispose  of,  all or any  part of the
          Property, whether through a relevant Clearance System or otherwise.

The Client agrees to inform the Custodian promptly if any statement set forth in
this  Section  4(A)  ceases to be true and correct as of any date after the date
hereof.


(B) The Custodian hereby represents, warrants and undertakes to the Client that:

     (i)  it is duly  organized  and  validly  existing  under  the  laws of the
          jurisdiction of its organization;

     (ii) during the term of this Agreement it has and will continue to have, or
          will take all action necessary to obtain,  full capacity and authority
          to  enter  into  this  Agreement  and to  carry  out the  transactions
          contemplated  herein,  and has  taken  and will  continue  to take all
          action (including,  without limitation, the obtaining of all necessary
          governmental consents in any applicable jurisdiction) to authorize the
          execution, delivery and performance of this Agreement; and

     (iii) this Agreement is legal, valid and binding on the Custodian.

The Custodian agrees to inform the Client promptly if any statement set forth in
this  Section  4(B)  ceases to be true and correct as of any date after the date
hereof.


5.   INSTRUCTIONS

(A) The Custodian may, in its absolute  discretion and without  liability on its
part,  rely and act upon (and the  Client  shall be bound by) any  Instructions.
Instructions  shall  continue  in  full  force  and  effect  until  canceled  or
superseded;  PROVIDED  THAT any  Instruction  canceling or  superseding  a prior
Instruction  must be  received by the  Custodian  at a time and in a manner that
accords the Custodian a reasonable opportunity to act upon such Instruction. The
Custodian  shall  be  entitled  to rely  upon  the  continued  authority  of any
Authorized Person to give Instructions  until the Custodian receives notice from
the Client to the contrary.

(B) Instructions  shall be governed by and carried out subject to the prevailing
laws,  rules,  operating  procedures  and market  practice of any relevant stock
exchange,  Clearance  System or market  where or  through  which  they are to be
executed  or carried  out,  and shall be acted upon only  during  banking  hours
(including  applicable  cut-off  times) and on banking days when the  applicable
financial markets are open for business.

(C)  Instructions  delivered to the Custodian by telephone or facsimile shall be
promptly confirmed in writing, by tested telex,  SWIFT,  letter, the Custodian's
proprietary  electronic  banking system or as provided in the Service Standards,
such  confirmation  shall,  where  relevant,  be made by an  Authorized  Person.
However,  the  Custodian  may,  in its  absolute  discretion,  rely and act upon
telephone or facsimile Instructions before the written confirmation is received.

(D)  The  Custodian  has  offered  the  Client   security   procedures  for  the
transmission of Instructions to the Custodian (and the Client  acknowledges that
it has received the same and agrees that the security procedures mutually agreed
to by the Client and the Custodian are commercially reasonable).  As long as the
Custodian acts in compliance  with such security  procedures and this Section 5,
it shall have no further  duty to verify the identity or authority of the person
giving or confirming, or the genuineness or contents of, any Instruction.

(E) The Custodian is authorized  to rely upon any  Instructions  received by any
means,  provided that the Custodian and the Client have agreed upon the means of
transmission and the method of identification for such Instructions.

(F) Instructions are to be given in the English  language.  The Custodian may in
its  reasonable  discretion and without any liability on its part, act upon what
it reasonably  believes in good faith such  Instructions to be;  notwithstanding
any  other  provision  hereof,  the  Custodian  shall  have  the  right,  in its
reasonable discretion to refuse to execute any such Instruction,  in which event
the Custodian shall notify the Client of such refusal without undue delay.

(G)  The  Client  agrees  to be  bound  by  any  Instructions,  whether  or  not
authorized,  given to the  Custodian  in the  Client's  name and accepted by the
Custodian in accordance with the provisions of this Section 5.


<PAGE>


6.   PERFORMANCE BY THE CUSTODIAN

(A)  Custodial  duties not  requiring  further  Instructions.  In the absence of
contrary  Instructions,  the Custodian is authorized by the Client to, and where
applicable,  the Custodian shall, carry out the following actions in relation to
the Property:

     (i)  except as otherwise  provided in this Agreement,  separately  identify
          the  Property  on its  records  as being  held for the  account of the
          Client and  segregate all Property held on behalf of the Client by the
          Custodian from the assets of the Custodian;

     (ii) sign any affidavits,  certificates of ownership or other  certificates
          relating  to  the  Property  which  may  be  required  by  any  tax or
          regulatory  authority or under the laws of any relevant  jurisdiction,
          whether governmental or otherwise,  and whether relating to ownership,
          or income,  capital  gains or other tax,  duty or levy (and the Client
          further  agrees to ratify and to  confirm or to do, or to procure  the
          doing of, such things as may be necessary or  appropriate  to complete
          or evidence the  Custodian's  actions  under this Section  6(A)(ii) or
          otherwise under the terms of this Agreement);


     (iii)collect  and  receive,  for the  account of the  Client,  all  income,
          payments and distributions in respect of the Property,  and credit the
          same to the Custody Cash Account;

     (iv) take any action which is necessary and proper in  connection  with the
          receipt of income,  payments and  distributions  as are referred to in
          Section   6(A)(iii)  above,   including,   without   limitation,   the
          presentation of coupons and other interest items;

     (v)  collect,  receive  and hold for the  account of the Client any capital
          arising out of or in connection with the Property  whether as a result
          of it being  called or  redeemed  or  otherwise  becoming  payable and
          credit the same to the Custody Cash Account;

     (vi) take any action which is necessary and proper in  connection  with the
          receipt of any  capital as is referred  to in Section  6(A)(v)  above,
          including,  without  limitation,  the  presentation for payment of any
          Property  which  becomes  payable  as a result of its being  called or
          redeemed  or  otherwise  becoming  payable  and  the  endorsement  for
          collection of checks, drafts and other negotiable instruments;

     (vii)take any action which is necessary  and proper to enable the Custodian
          to provide  services to the Client within,  and to observe and perform
          its obligations in respect of, any relevant Clearance System;

     (viii)  receive  and hold for the  account  of the  Client  all  Securities
          received  by the  Custodian  as a result  of a stock  dividend,  share
          sub-division  or   reorganization,   capitalization   of  reserves  or
          otherwise;

     (ix) exchange  interim or temporary  receipts for definitive  certificates,
          and old or overstamped certificates for new certificates and hold such
          definitive and/or new certificates in the Custody Account;

     (x)  make cash  disbursements  for any  expenses  incurred in handling  the
          Property  and for similar  items in  connection  with the  Custodian's
          duties under this Agreement in accordance with the Fee Agreement,  and
          debit the same to the Client Cash Account or any other  account of the
          Client with the Custodian; and

     (xi) deliver to the Client transaction advices and/or regular statements of
          account  showing the Property held at such  intervals as may be agreed
          between the parties hereto but subject always to applicable Rules.

(B) Custodial duties requiring Instructions.  The Custodian is authorized by the
Client to, and where  applicable,  the Custodian shall,  carry out the following
actions in relation to the Property only upon receipt of and in accordance  with
specific Instructions:

     (i)  make  payment  for and  receive  Property,  or  deliver  or dispose of
          Property;

     (ii) (subject to Section  7(D)) deal with  subscription,  rights,  bonus or
          scrip  issues,  conversions,   options,  warrants  and  other  similar
          interests  or any other  discretionary  right in  connection  with the
          Property; and

     (iii)subject to the  agreement  of the  Custodian,  to carry out any action
          other than those mentioned in Section 6(A) above.


7.   POOLING, REGISTRATION AND OTHER ACTION

(A) Subject to  applicable  laws,  rules and  regulations,  any  Property may be
pooled with other property of the Custodian's customers, like with like, and the
Client is  beneficially  entitled to such portion of the property  that has been
pooled as shall  correspond to the Property  deposited with the Custodian by the
Client (as increased or diminished by subsequent sales or purchases from time to
time);

(B) The Client  understands  and agrees that,  except as may be specified in the
Service  Standards,  Property  shall be  registered  as the Custodian may direct
either  in the name of the  Custodian,  Subcustodian  or  Clearance  System,  or
nominee of any of them, in the jurisdiction where the Property is required to be
registered or otherwise  held.  Where  feasible,  the Custodian  will arrange on
written,  request by the Client for the registration of Property with the issuer
or its agent in the name of the Client or its  nominee.  The Client  understands
and agrees,  however,  that the  Custodian  shall have  discretion  to determine
whether such direct registration is feasible.

(C) The  Custodian  shall,  to the  extent  reasonably  possible,  notify,  make
available or deliver to the Client,  in a timely manner,  all official  notices,
circulars,  reports and announcements that are received by the Custodian in such
capacity  concerning  the  Securities  held on the Client's  behalf that require
discretionary action.

(D) The Custodian shall provide proxy services to the Client only where there is
a separate agreement in relation to proxy services between the Custodian and the
Client.

(E) Upon receipt of each  transaction  advice and/or  statement of account,  the
Client shall examine the same and notify the  Custodian  within thirty (30) days
of the  date  of any  such  advice  or  statement  of  any  discrepancy  between
Instructions  given and the  situation  shown in the  transaction  advice and/or
statement, and/or of any other errors therein. In the event that the Client does
not inform the  Custodian  in writing of any  exceptions  or  objections  within
thirty (30) days after the date of such transaction advice and/or statement, the
Client  shall  be  deemed  to  have  approved  such  transaction  advice  and/or
statement.

8.   CUSTODY CASH ACCOUNT PAYMENTS

(A) Except as otherwise  provided herein, the Custodian shall make, or cause its
agents to make, payments of cash credited to the Custody Cash Account:

     (i)  in connection  with the purchase of Property (other than cash) for the
          account of the Client in accordance with Instructions;

     (ii) in payment  for the  account  of the Client of (A) all Taxes,  claims,
          liabilities, fees, costs and expenses incurred by the Custodian or its
          agents under or in connection  with the terms of this  Agreement,  and
          (B) all amounts owed to the Custodian pursuant to the Fee Agreement;

     (iii)for payments to be made in connection  with the  conversion,  exchange
          or surrender of Property held in the Custody Account;

     (iv) pursuant to assured  payment  obligations  incurred in the capacity of
          settlement  bank on behalf of the Client  within a relevant  Clearance
          System;

     (v)  for  other  purposes  as  may  be  specified  by  the  Client  in  its
          Instructions; or

     (vi) upon the termination of this Agreement on the terms hereof;


     PROVIDED THAT,  unless  otherwise  agreed,  the payments  referred to above
shall not exceed the funds  available  in the Custody  Cash Account at any time.
The Client shall promptly reimburse the Custodian for any advance of cash or any
such taxes, charges, expenses,  assessments,  claims or liabilities upon request
for payment.  Notwithstanding  the foregoing,  nothing in this  Agreement  shall
obligate the  Custodian  to extend  credit,  grant  financial  accommodation  or
otherwise advance moneys to the Client or assume financial risk on behalf of the
Client for the purpose of meeting any such  payments or  otherwise  carrying out
any Instructions.

(B) Unless otherwise  provided herein, the proceeds from the sale or exchange of
Property  will be credited to the Custody  Cash Account on the date the proceeds
are actually received by the Custodian.


9.   ASSURED INCOME PAYMENT SERVICE

(A) The Custodian may, at its absolute  discretion,  offer the Client an Assured
Income Payment Service in respect of specific Securities,  as may be notified by
the  Custodian  to the  Client  from  time to  time.  In  relation  to any  such
Securities,  the Custodian  may, at its absolute  discretion,  cause the Custody
Cash Account to be credited with an Assured  Payment on the Assured Payment Date
relevant  thereto;  PROVIDED THAT the Custodian shall be entitled to reverse any
credit  (in whole or in part) made in  respect  of that  Assured  Payment if the
Custodian fails to receive the full amount corresponding to such Assured Payment
within a  reasonable  time,  as  determined  by the  Custodian  in its  absolute
discretion,  after the relevant Assured Payment Date, for any reason  whatsoever
other than as a result of the negligence or willful default of the Custodian.

     The Assured  Income  Payment  Service shall be provided by the Custodian in
accordance with the Assured Income Payment Standards.

(B) Where the  Custodian  acts as a settlement  bank in any  relevant  Clearance
System:

     (i)  upon the  Custodian  incurring  any assured  payment  obligation,  the
          Client  shall  reimburse  the  Custodian  for  such  amount,  and  the
          Custodian may debit the Client Cash Account with such amount;

     (ii) the Custodian may without notice set,  revise or disable debit caps in
          respect of the maximum aggregate amount of assured payment obligations
          it will incur on behalf of the Client; and

     (iii)if another  settlement  bank in such Clearance  System  defaults on an
          assured payment  obligation owed to the Custodian wholly or partially,
          the Custodian  has no liability to make good the loss and will,  where
          appropriate,  attribute the loss pro rata between all Clients on whose
          behalf such payment should have been received by the Custodian.


10.  WITHDRAWAL AND DELIVERY

     Subject to the terms of this  Agreement,  the Client may at any time demand
withdrawal of all or any part of the Property in the Custody  Account and/or the
Custody Cash Account.  Delivery of any Property will be made without undue delay
at the expense of the Client at such  location as the parties  hereto may agree;
PROVIDED  THAT if the Custodian  has effected any  transaction  on behalf of the
Client the settlement of which is likely to occur after a withdrawal pursuant to
this Section 10, then the Custodian shall be entitled in its absolute discretion
to close out or complete such  transaction and to retain  sufficient  funds from
the Property for that purpose.


11.  ACCESS AND RECORDS

(A) Access to the  Custodian's  Records.  Except as  otherwise  provided in this
Agreement,  during the  Custodian's  regular  business hours and upon receipt of
reasonable  notice from the Client,  any officer or employee of the Client,  any
independent  public  accountant(s)   selected  by  the  Client  and  any  person
designated by any regulatory authority having jurisdiction over the Client shall
be  entitled  to  examine  on the  Custodian's  premises  Property  held  by the
Custodian and the Custodian's records regarding Property deposited with entities
authorized to hold Property in accordance with Section 12 hereof,  but only upon
the Client's furnishing the Custodian with Instructions to that effect; PROVIDED
THAT such  examination  shall be consistent with the Custodian's  obligations of
confidentiality to other parties. The Custodian's  reasonable costs and expenses
in facilitating such examinations,  including but not limited to the cost to the
Custodian of providing personnel in connection with examinations, shall be borne
by the Client.

(B)  Access to Third  Party  Records.  The  Custodian  shall  also,  subject  to
restrictions  under  applicable  laws and  regulations,  seek to obtain from any
entity with which the Custodian  maintains the physical possession or book-entry
record of any of the Property in the Custody Account or the Custody Cash Account
such records as may be required by the Client or its agents.


12.  USE OF AGENTS

(A) The Custodian is authorized subject to any relevant Rules, to appoint agents
(each an "agent", which term includes, without limitation, service providers and
Subcustodians,  but not Clearance  Systems,  and which agents may be a member or
members of the Citicorp  Organization) and to participate in Clearance  Systems,
whether in its own name or that of the Client, and whether by participation as a
member,  sponsor or settlement bank within the Clearance  System, to perform any
of the duties of the Custodian under this Agreement.  The Custodian may delegate
to any such agent or Clearance System any of its functions under this Agreement,
including,  without  limitation,  the  collection  of any  payment or  payments,
whether of an income or a capital nature, due on the Property.

(B) In the selection and use of such agents and  participation in such Clearance
Systems,  the  Custodian  shall  comply with any  relevant  Rules,  and shall be
responsible  only  for  the  negligence  in the  selection  of such  agents  and
Clearance Systems but shall otherwise have no responsibility for the performance
by such agents or Clearance  System of any of the duties delegated to them under
this  Agreement;   notwithstanding   the  foregoing,   the  Custodian  shall  be
responsible  for the negligence,  fraud or willful  default of any  Subcustodian
that is a Branch or subsidiary of Citibank,  N.A., and shall have the same level
of  responsibility  to the  Client for any  nominee  company  controlled  by the
Custodian or by any of the Custodian's affiliated companies as the Custodian has
for itself.

(C) Subject to any relevant Rules and regulations, the Property may be deposited
with any  Subcustodian  deemed  appropriate by the Custodian or in any Clearance
System deemed  appropriate by the Custodian or a  Subcustodian,  as the case may
be.  Property  held in any  Clearance  System  shall be  subject to the rules or
operating  procedures  of  such  Clearance  System,  including  rules  regarding
supervision  or termination  of membership of such  Clearance  System,  and such
further information  provided by the Custodian to the Client, or acknowledgments
or agreements  which may be required  from the Client,  for the purposes of this
Section  12(C) in connection  with use of a Clearance  System from time to time.
The Custodian will direct each  Subcustodian  and Clearance System to separately
identify on its books  Securities held by it pursuant to this Agreement as being
held for the account of the  Custodian's  customers.  The Custodian  will direct
each  Subcustodian and Clearance System to segregate any such Securities held by
such entity from the assets of the Custodian and such entity.

     The Client is hereby  advised that,  where the  Custodian  arranges for any
Property  to be held  overseas,  there may be  different  settlement,  legal and
regulatory  requirements  in overseas  jurisdictions  from those applying in the
United States, together with different practices for the separate identification
of the Client's Property.


13.  CITICORP ORGANIZATION INVOLVEMENT

(A) To the extent permitted by applicable law, the Client hereby  authorizes the
Custodian  without  the need for the  Custodian  to obtain  the  Client's  prior
consent:

     (i)  when acting on  Instructions  to purchase  and/or sell Property (other
          than  cash)  from,  to or  through  itself or any other  member of the
          Citicorp  Organization  and from  and/or to any other  customer of the
          Custodian or any other member of the Citicorp Organization; and

     (ii) to obtain and keep, without being liable to account to the Client, any
          commission  payable  by any  third  party or any  other  member of the
          Citicorp Organization in connection with dealings arising out of or in
          connection with the Custody Account and/or the Custody Cash Account.

(B) The Client agrees and understands  that if in accordance with  Instructions,
an investment is made in any property,  held, issued or managed by any member of
the Citicorp  Organization,  then such member of the Citicorp  Organization  may
retain a profit arising  therefrom (in addition to the charges,  commissions and
fees payable by the Client under this Agreement) without being liable to account
to the Client for such profit.

(C) The Client agrees and  understands  that (i) the Custodian and other members
of the Citicorp  Organization  may have banking or other business  relationships
with issuers of Securities held in the Custody  Account or Securities  purchased
and sold for the  Custody  Account,  and (ii) the  Custodian  shall not have any
obligations to the Client as a result of such relationships.


14.  SCOPE OF RESPONSIBILITY

(A) Subject to the terms hereof,  the Custodian shall use all reasonable care in
the  performance  of its duties under this  Agreement  and will exercise the due
care of a  professional  custodian  for hire with respect to the Property in its
possession or control.  The Custodian  shall not be responsible  for any loss or
damage  suffered  by the  Client as a result of the  Custodian  performing  such
duties  unless  the same  results  from an act of fraud,  negligence  or willful
default on the part of the Custodian and as provided in Section 12(B) hereof; in
which event the liability of the Custodian in connection with any Property shall
not  exceed  the  market  value of the  Property,  to which  such loss or damage
relates, at the time of such fraud,  negligence or willful default plus interest
at the rate applicable to the base currency of the Custody Cash Account accruing
from the date of such fraud,  negligence  or willful  default  until the date of
discharge.  Notwithstanding  the  foregoing,  in no event shall the Custodian be
liable to the Client for indirect,  special or  consequential  damages,  even if
advised of the possibility of such damages.

(B) The  Custodian is not obliged to maintain any insurance on the Property held
under the terms of this Agreement.

(C) In the  event  that any law,  regulation,  decree,  order,  government  act,
custom,  procedure or practice to which the Custodian,  or any  Subcustodian  or
Clearance  System is subject,  or to which the Property is subject,  prevents or
limits the  performance of the duties and  obligations of the Custodian,  or any
Subcustodian  or  Clearance  System,  then  until  such  time as the  Custodian,
Subcustodian  or  Clearance  System is again  able to  perform  such  duties and
obligations   hereunder,   such  duties  and   obligations   of  the  Custodian,
Subcustodian or Clearance System shall be suspended.

(D) Neither the Custodian nor any member of the Citicorp  Organization  shall be
responsible  for any loss or damage,  or failure to comply or delay in complying
with any duty or obligation,  under or pursuant to this  Agreement  arising as a
direct or  indirect  result  of any  reason,  cause or  contingency  beyond  its
reasonable   control,   including   (without   limitation)   natural  disasters,
nationalization,  currency  restrictions,  act of war, act of terrorism,  act of
God, postal or other strikes or industrial actions,  or the failure,  suspension
or disruption of any relevant stock exchange, Clearance System or market.

(E) Subject to Section 14(A) above,  the  Custodian  shall not be liable for any
loss  resulting  from, or caused by, the  collection of any Property  and/or any
funds or other property paid or distributed in respect of the Property.

(F) The Custodian does not warrant or guarantee the  authenticity or validity of
any Security or other Property  received by the  Custodian,  or any other entity
authorized to hold Property under this Agreement. If the Custodian becomes aware
of any defect in title or forgery of any Property,  the Custodian shall promptly
notify the Client.

 (G) The Client shall be responsible for all filings, tax returns and reports on
any  transactions  undertaken  pursuant to this Agreement,  or in respect of the
Property or  collections  relating to the  Property as may be  requested  by any
relevant authority,  whether  governmental or otherwise,  and for the payment of
all unpaid calls,  Taxes  (including  without  limitation  any value added tax),
imposts,  levies or duties due on or with respect to any principal,  interest or
other  collections,  or any other  liability  or  payment  arising  out of or in
connection  with the  Property,  and in so far as the  Custodian  is  under  any
obligation  (whether of a  governmental  nature or otherwise) to pay the same on
behalf of the  Client  it may do so out of any  Property  held by the  Custodian
pursuant to the terms of this Agreement.

(H) The Custodian is not acting under this  Agreement as an investment  manager,
nor as an  investment,  legal or tax  adviser to the Client and the  Custodian's
duty is  solely  to act as a  custodian  in  accordance  with the  terms of this
Agreement.

(I) Nothing  herein shall obligate the Custodian to perform any obligation or to
allow,  take or omit taking any action which will breach any relevant  Rules, or
any  law,  rule,  regulation  or  practice  of any  relevant  government,  stock
exchange, Clearance System, self-regulatory organization or market.

(J) The  Custodian may at any time suspend or terminate  its  participation  and
holding of assets in a Clearance System,  and will give reasonable notice to the
Client  of any such  action.  In such  case,  or in the event of  suspension  as
contemplated in Section 14(C) above,  the Custodian may arrange for the relevant
Securities to be held in certificated form.

(K) The Custodian shall not be responsible for the acts or omissions, default or
insolvency  of any broker,  counterparty,  issuer of  Securities  or,  except as
provided in Section 12(B), Subcustodian, agent or Clearance System.

(L) The  Custodian  shall  not be  responsible  for  the  accuracy,  content  or
translation  of any notice,  circular,  report,  announcement  or other material
forwarded to the Client.

(M) The  Custodian  shall  only have such  duties  and  responsibilities  as are
specifically  set forth or  referred  to in this  Agreement,  and no covenant or
obligation shall be implied in this Agreement against the Custodian.


15.  LITIGATION; INDEMNITY

(A) The  Custodian  or any of its agents,  as the case may be, may (but  without
being under any duty or obligation to) institute or defend legal proceedings, or
take any other action arising out of or in connection  with the Property and the
Client shall  indemnify  the  Custodian or agent against any costs and expenses,
including without  limitation any reasonable  attorneys' fees and disbursements,
arising  from  such  proceedings  or  other  action  and make  available  to the
Custodian  such  security in respect of such costs and expenses as the Custodian
or agent in its absolute discretion deems necessary or appropriate.

(B) In the event the Custodian  does not institute or defend legal  proceedings,
or take any other action arising out of or in connection with the Property,  the
Custodian  hereby agrees that the Client shall, to the extent of any loss of the
Client's  interest in the Property and to the extent permitted by applicable law
and not  prohibited by contract,  be subrogated to all of the rights of recovery
of the  Custodian  therefor  against any third party person or entity;  PROVIDED
THAT nothing  herein shall be  interpreted  as granting the Client any rights to
bring any  direct  action  under  any  insurance  policy  issued in favor of the
Custodian or as limiting the  Custodian's  right to bring any action against any
such third party for any damages suffered by the Custodian.  Notwithstanding any
other provision hereof, in no event shall the Custodian be obliged to bring suit
in its own name or be obliged  to allow suit to be brought in its name.  Subject
to the terms of this  Section  15(B) and to the  extent  permitted  by law,  the
Custodian  shall execute and deliver any and all such  instruments and documents
which  the  Client  may  reasonably  request  and take  such  other  actions  as
reasonably necessary or appropriate to assist the Client in the exercise of such
rights of recovery and to enable the Client to recover  against any and all such
third party  persons or entities.  The Client shall  reimburse the Custodian for
any  reasonable  out-of-pocket  costs  incurred in  connection  with the actions
contemplated by this Section 15(B).

(C) The Client  agrees to  indemnify  the  Custodian  and to defend and hold the
Custodian harmless against all losses, liabilities,  claims, expenses and Taxes,
including any reasonable  legal fees and  disbursements,  (each referred to as a
"LOSS") arising directly or indirectly:

     (i)  from the fact that the Property is  registered  in the name of or held
          by the  Custodian  or any  nominee  or agent of the  Custodian  or any
          Clearance System;

     (ii) without  limiting the  generality  of Section  15(C)(i),  from any act
          which the  Custodian  or any  nominee  or agent  performs  or  permits
          (including   the  provision  of  any  overdraft  or  other   financial
          accommodation  which arises on the books of the Custodian,  whether on
          an advised or unadvised basis, in relation to the Property pursuant to
          this Agreement or any Instructions;

     (iii)from the  Custodian or any such  nominee,  agent or  Clearance  System
          carrying out any Instructions pursuant to the terms of this Agreement,
          including,  without  limitation,  Instructions  transmitted orally, by
          telephone,  telex, facsimile transmission or any other means agreed by
          the Client and the Custodian from time to time or otherwise;

     (iv) from any reclaim or refund of Taxes  effected by the  Custodian or any
          agent for the Client; and

     (v)  from the Custodian's reliance or action on any information provided by
          the Client in connection with this Agreement;

     PROVIDED  THAT the  Custodian  shall  not be  indemnified  against  or held
harmless from any liability arising out of the Custodian's negligence,  fraud or
willful default.

(D) The  disclosure by the Client to the  Custodian  that the Client has entered
into this Agreement as the agent or  representative  of another person shall not
prevent the Custodian  from being  entitled to treat the Client as incurring all
obligations as principal under this Agreement.

(E) The  Custodian  shall give notice of any Loss in respect of which the Client
is obliged to provide  indemnification  pursuant to this Agreement.  Such notice
shall  describe the Loss in  reasonable  detail,  and shall  indicate the amount
(estimated,  if necessary, and to the extent feasible) of the Loss that has been
or may be suffered by Custodian.


16.  LIEN AND SET-OFF

(A) In addition to any remedies available to the Custodian under applicable law,
the Custodian  shall have,  and the Client hereby grants,  a continuing  general
lien on all Property (other than cash) until the satisfaction of all liabilities
(whether  actual or contingent)  of the Client to the  Custodian,  including any
fees and expenses or credit  exposures  incurred in the  performance of services
under this Agreement. Notwithstanding anything to the contrary in this Agreement
and to the extent  applicable,  no  liabilities  or  obligations  the Client has
arising  out of or  constituting  Purpose  Credit  shall be secured  by, and the
Custodian  shall  have no lien  upon,  any  Margin  Stock,  and any such lien or
security interest being hereby expressly  disclaimed by the Custodian.  "Purpose
Credit" and "Margin Stock",  shall have the same meaning set forth in Regulation
U and X of the Board of  Governors of the Federal  Reserve  System of the United
States of America.

(B)  In  addition  to any  other  remedies  available  to  the  Custodian  under
applicable law, the Custodian may,  without prior notice to the Client,  set off
any payment  obligation owed to it by the Client against any payment  obligation
(whether or not  matured)  owed by it to the Client  regardless  of the place of
payment or currency of either  obligation  (and for such  purposes  may make any
currency   conversion   necessary).   If  any  obligation  is   unliquidated  or
unascertained  the Custodian may set off an amount estimated by it in good faith
to the amount of that obligation.


17.  FEES AND EXPENSES

     Without  prejudice to any of its  liabilities  and  obligations  under this
Agreement, the Client agrees to pay to the Custodian from time to time such fees
and  commissions  for its services  pursuant to this  Agreement as determined in
accordance  with the terms of the Fee  Agreement,  together with any  applicable
taxes or levies, including,  without limitation,  all those items referred to in
Section  8(ii)  hereof.  The  Custodian is further  authorized to debit (as well
after as before the date of any  termination  pursuant to Section 19 hereof) any
account of the Client with the Custodian,  including,  without  limitation,  the
Custody Cash Account,  for any amount owing to the  Custodian  from time to time
under this Agreement.


18.  TAX STATUS/WITHHOLDING TAXES

(A) The Client will provide the Custodian with  information as to its tax status
as reasonably requested by the Custodian from time to time.

(B) The Client may be required  from time to time to file such proof of taxpayer
status  or   residence,   to  execute  such   certificates   and  to  make  such
representations and warranties, or to provide any other information or documents
in  respect  of the  Property,  as the  Custodian  or any of its agents may deem
necessary or proper to fulfill the  obligations  of the  Custodian or its agents
under  applicable law. The Client shall provide the Custodian or its agents,  as
appropriate,  in a timely  manner,  with copies,  or originals if necessary  and
appropriate,  of any such  proofs of  residence,  taxpayer  status or  identity,
beneficial  ownership of Property and any other  information or documents  which
the Custodian or its agents may reasonably request.

(C) If any Taxes shall  become  payable  with  respect to any payment due to the
Client,  such  Taxes  may be  withheld  from such  payment  in  accordance  with
applicable  law. The  Custodian  and any agents may withhold any  interest,  any
dividends  or  other  distributions  or  securities  receivable  in  respect  of
Securities,  proceeds from the sale or distribution of Securities  ("Payments"),
or may  sell for the  account  of the  Client  any  part  thereof  or all of the
Securities, and may apply such Payment and/or cash from the Custody Cash Account
in satisfaction of such Taxes,  the Client  remaining liable for any deficiency.
If any Taxes shall become payable with respect to any payment made to the Client
by the Custodian or its agents in a prior year,  the Custodian or its agents may
withhold Payments in satisfaction of such prior year's Taxes.

(D) In the event the  Client  requests  that the  Custodian  provide  tax relief
services and the Custodian agrees to provide such services, the Custodian or any
of its agents,  shall apply for appropriate tax relief (either by way of reduced
tax rates at the time of an income  payment or  retrospective  tax  reclaims  in
certain markets as agreed from time to time);  PROVIDED THAT the Client provides
to the Custodian such  documentation  and  information as is necessary to secure
such tax  relief.  In no event  shall  the  Custodian  or any of its  agents  be
responsible for the difference between the statutory rate of withholding and the
treaty rate of  withholding  if the Custodian or any of its agents are unable to
secure tax relief.


19.  TERMINATION

(A) Either of the parties hereto may terminate this Agreement by giving not less
than 60 days' prior written  notice to the other party;  PROVIDED THAT within 60
days of such notice,  the Client shall provide the Custodian  with  Instructions
specifying  the person to whom the  Custodian  shall deliver the Property in the
Custody  Account  and  Custody  Cash  Accounts;  PROVIDED  FURTHER  THAT  if the
Custodian has effected any transaction on behalf of the Client the settlement of
which is  likely  to extend  beyond  the  expiration  of such  notice,  then the
Custodian shall be entitled in its absolute  discretion to close out or complete
such  transaction  and to retain  sufficient  funds from the  Property  for that
purpose. If within 60 days following  termination,  the Client fails to give the
Custodian Instructions specifying the person to whom the Custodian shall deliver
the Property in the Custody  Account and Custody  Cash  Account,  the  Custodian
shall deliver the Property to the Client at its address set out above.

(B) The rights and  obligations  contained in Sections 15, 16, 17 and 18 of this
Agreement shall survive the termination of this Agreement.

20.  ASSIGNMENT

     This  Agreement  shall bind and enure for the benefit of the parties hereto
and their respective  successors and permitted assigns, and the Client shall not
assign,  transfer or charge all or any rights or benefits  hereunder without the
written  consent of the  Custodian.  The Custodian  may not assign,  transfer or
charge  all or any of its  rights or  benefits  hereunder  without  the  written
consent of the Client;  PROVIDED  HOWEVER that this Agreement may be assigned by
the Custodian to another member of the Citicorp  Organization with prior written
notice to the Client,  and such assignee shall,  without the execution or filing
of any  consents  or other  documents,  succeed  to and be  substituted  for the
Custodian with like effect as though such assignee had been originally  named as
the Custodian hereunder.  Any purported  assignment,  transfer or charge made in
contravention  of  this  Section  shall  be  null  and  void  and  of no  effect
whatsoever.

21.  JOINT AND SEVERAL LIABILITY

     Where  the  Client  comprises  two or more  persons,  all  obligations  and
liabilities  under this Agreement  shall be deemed to be joint and several,  and
any notice served on any one of such persons shall be deemed to have been served
on such other person or persons, as the case may be.

22.  DISCLOSURE

(A) The  Client  agrees and  understands  that the  Custodian  or its agents may
disclose  information  regarding  the Custody  Account  and/or the Custody  Cash
Account if required  to do so (i) to  establish  under the laws of any  relevant
jurisdiction the nominee (or similar) status of the Custodian or its agents with
respect to Property in the Custody  Account  and/or Custody Cash Account for the
purpose of  performing  or  discharging  its duties and  obligations  under this
Agreement,  (ii) to enable auditors to perform auditing services,  (iii) to make
the  required tax  certifications  in the  relevant  jurisdictions,  (iv) by any
applicable  law,  statute or regulation or court order or similar process in any
relevant  jurisdiction,  (v) by  order of an  authority  having  power  over the
Custodian or its agents within the jurisdiction of such authority,  whether of a
governmental nature or otherwise,  or (vi) where required by the operating rules
of any relevant Clearance System.

(B) The Client hereby  authorizes (i) the collection,  storage and processing of
any  information  relating  to the  Client by the  Custodian  and the  Branches,
subsidiaries,  affiliates and agents of; or Clearance Systems used by, Citibank,
N.A.;  and (ii) the  transfer of any  information  relating to the Client to and
between  the  Branches,  subsidiaries,  affiliates  and agents of, or  Clearance
Systems  used by,  Citibank,  N.A.  and third  parties  selected by any of them,
wherever  situated,  for  confidential  use in connection  with the provision of
services  to  the  Client,  and  further  acknowledges  that  any  such  Branch,
subsidiary,  affiliate, agent, third party or Clearance System shall be entitled
to transfer any such information as required by any law, court, legal process or
as requested by any authority in accordance with which it is required to act, as
it shall reasonably determine.

(C) The Client  agrees that the terms of this  Agreement  shall be kept strictly
confidential and no printed materials or other matter in any language (including
without limitation, prospectuses,  statements of additional information, notices
to  shareholders,  annual  reports  and  promotional  materials)  which  mention
Citicorp,  Citibank,  N.A. or the  Custodian's  name,  or the rights,  powers or
duties of the Custodian, shall be issued by the Client or on the Client's behalf
unless  Citibank,  N.A.  and/or the Custodian (as  applicable)  shall first have
given its specific written consent thereto; PROVIDED THAT no prior consent shall
be required if the only reference to the Custodian's  name is in identifying the
Custodian as one of the Client's custodians.

(D) The Client  agrees that the  Custodian  or its agents may,  upon  reasonable
request,  review the Client's  premises,  and security  controls and procedures,
where necessary for the performance of the Custodian's obligations regarding any
relevant Clearance System.


23.  NOTICES

     All notices and  communications to be given by one party to the other under
this  Agreement  shall be in writing in the  English  language  and  (except for
notices,  reports and information from the Custodian,  and Instructions given by
electronic  means) shall be made either by telex or facsimile,  other electronic
means agreed to by the parties or by letter  addressed to the party concerned at
the  addresses  set out above (or at such other  addresses as may be notified in
writing  by either  party to the other  from time to time).  Any such  notice or
communication hereunder shall be effective upon actual receipt.


24.  GOVERNING LAW AND JURISDICTION

(A) This  Agreement  shall be governed by and construed in  accordance  with the
internal  laws (and not the laws of  conflict)  of the  state of New  York.  The
Client agrees for the benefit of the  Custodian  and,  without  prejudice to the
right of the  Custodian to take any  proceedings  in relation  hereto before any
other court of competent jurisdiction,  that the courts of the State of New York
shall have  jurisdiction  to hear and determine any suit,  action or proceeding,
and to settle any disputes,  which may arise out of or in  connection  with this
Agreement  and,  for such  purposes,  irrevocably  submits to the  non-exclusive
jurisdiction of such courts.

(B) Each party hereto waives any objection it may have at any time to the laying
of venue of any  actions or  proceedings  brought in a court of the State of New
York,  waives any claim that such actions or proceedings have been brought in an
inconvenient  forum and further  waives the right to object that such court does
not have jurisdiction over such party.

(C) The Client irrevocably waives, to the fullest extent permitted to itself and
its  revenues  and  assets  (irrespective  of their use or  intended  use),  all
immunity on the grounds of  sovereignty or similar  grounds from (i) suit,  (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for specific
performance or for recovery of property,  (iv) attachment of its assets (whether
before or after  judgment),  and (v) execution or enforcement of any judgment to
which it or its revenues or assets might otherwise be entitled in any actions or
proceedings  in such  courts,  and  irrevocably  agrees,  to the fullest  extent
permitted by  applicable  law,  that it will not claim such immunity in any such
actions or proceedings.

(D) The Client hereby understands and agrees that the opening of, the holding of
all or any part of the Property in, and the delivery of any Securities and other
Property to or from,  the  Custody  Account  and  Custody  Cash  Account and the
performance of any activities  contemplated  in this Agreement by the Custodian,
including  acting on any  Instructions,  are subject to the relevant local laws,
regulations, decrees, orders, government acts, customs, procedures and practices
(i) to which the Custodian,  or any Subcustodian or Clearance System, is subject
and (ii) as exist in the country in which the Property is held.


25.  MISCELLANEOUS

(A) This Agreement  shall not be amended  except by a written  agreement and any
purported amendment made in contravention of this Section shall be null and void
and of no effect whatsoever.

(B) This Agreement shall constitute the entire agreement  between the Client and
the Custodian and, unless otherwise expressly agreed in writing, shall supersede
all prior  agreements  relating to global custodial  services,  written or oral,
between the parties hereto.

(C) The  parties  hereto  agree  that (i) the  rights,  powers,  privileges  and
remedies  stated in this  Agreement  are  cumulative  and not  exclusive  of any
rights,  powers,  privileges and remedies  provided by law, unless  specifically
waived,  and (ii) any failure or delay in exercising any right power,  privilege
or remedy  will not be deemed to  constitute  a waiver  thereof  and a single or
partial exercise of any right, power,  privilege or remedy will not preclude any
subsequent or further exercise of that or any other right,  power,  privilege or
remedy.

(D) In the  event  that any  provision  of this  Agreement,  or the  application
thereof to any person or circumstances, shall be determined by a court of proper
jurisdiction  to be  invalid  or  unenforceable  to any  extent,  the  remaining
provisions of this Agreement,  and the application of such provisions to persons
or  circumstances   other  than  those  as  to  which  it  is  held  invalid  or
unenforceable,  shall be unaffected  thereby and such provisions  shall be valid
and enforced to the fullest extent permitted by law in such jurisdiction.

(E) Titles to  Sections  of this  Agreement  are  included  for  convenience  of
reference only and shall be disregarded in construing the language  contained in
this Agreement.

(F) This Agreement may be executed in several counterparts,  each of which shall
be an original,  but all of which  together  shall  constitute  one and the same
agreement.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective officers thereunto duly authorized.



Citibank, N.A., New York Office

By:       /s/ William M. Stanton                                              
          --------------------------------
Name:     William M. Stanton, VP                      
          WWSS/North American Custody                 
          111 Wall Street/24th Floor/Zone 4           
          (212) 657-3284                              

Title:    Vice President                                           



THE AAL MUTUAL FUNDS

By:       /s/ Ronald G. Anderson                                         
          ---------------------------------
Name:     Ronald G. Anderson                                       

Title:    President