FORM OF

                                CUSTODY AGREEMENT



         AGREEMENT, dated as of March 13, 2003 between each entity listed in

Exhibit A hereto (each a "Fund"; and collectively, the "Funds") and The Bank of

New York, a New York corporation authorized to do a banking business having its

principal office and place of business at One Wall Street, New York, New York

10286 ("Custodian").



                              W I T N E S S E T H:



that for and in consideration of the mutual promises hereinafter set forth the

Fund and Custodian agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



         Whenever used in this Agreement, the following words shall have the

meanings set forth below:



         1.       "AUTHORIZED PERSON" shall be any person, whether or not an

officer or employee of the Fund, duly authorized by the Fund's board of

trustees/directors ("board") execute any Certificate or to give any Oral

Instruction with respect to one or more Accounts, such persons to be designated

in a Certificate annexed hereto as Schedule I or such other Certificate as may

be received by Custodian from time to time.



         2.       "BNY AFFILIATE" shall mean any office, branch or subsidiary of

The Bank of New York Company, Inc.



         3.       "BOOK-ENTRY SYSTEM" shall mean the Federal Reserve/Treasury

book-entry system for receiving and delivering securities, its successors and

nominees.



         4.       "BUSINESS DAY" shall mean any day on which the Fund, the

Custodian and relevant Depositories are open for business.



         5.       "CERTIFICATE" shall mean any notice, instruction, or other

instrument in writing, authorized or required by this Agreement to be given to

Custodian, which is actually received by Custodian by letter or facsimile

transmission and signed on behalf of the Fund by an Authorized Person.



         6.       "COMPOSITE CURRENCY UNIT" shall mean the Euro or any other

composite currency unit consisting of the aggregate of specified amounts of

specified currencies, as such unit may be constituted from time to time.



         7.       "DEPOSITORY" shall include (a) the Book-Entry System, (b) the

Depository Trust Company, (c) any other clearing agency or securities depository

registered with the Securities and Exchange Commission identified to the Fund

from time to time, and (d) the respective successors and nominees of the

foregoing.



{PAGE}



         8.       "FOREIGN DEPOSITORY" shall mean (a) Euroclear, (b) Clearstream

Banking, societe anonyme, (c) each Eligible Securities Depository as defined in

Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to

the Fund from time to time, and (d) the respective successors and nominees of

the foregoing.



         9.       "INSTRUCTIONS" shall mean communications transmitted by

electronic or telecommunications media, including S.W.I.F.T.,

computer-to-computer interface, or dedicated transmission lines.



         10.      "ORAL INSTRUCTIONS" shall mean verbal instructions received by

Custodian from an Authorized Person or from a person reasonably believed by

Custodian to be an Authorized Person.



         11.      "SERIES" shall mean the various portfolios, if any, of the

Fund listed on Exhibit A hereto, and if none are listed references to Series

shall be references to the Fund.



         12.      "SECURITIES" shall have the same meaning as when used in

Securities Act of 1933, including without limitation, any common stock and other

equity securities, bonds, debentures and other debt securities, notes, mortgages

or other obligations, and any instruments representing rights to receive,

purchase, or subscribe for the same, or representing any other rights or

interests therein (whether represented by a certificate or held in a

Depository).



         13.      "SUBCUSTODIAN" shall mean a bank (including any branch

thereof) or other financial institution (other than a Foreign Depository)

located outside the U.S. which is utilized by Custodian in connection with the

purchase, sale or custody of Securities hereunder and identified to the Fund

from time to time, and their respective successors and nominees.



                                   ARTICLE II

                       APPOINTMENT OF CUSTODIAN; ACCOUNTS;

                   REPRESENTATIONS, WARRANTIES, AND COVENANTS



         1.                (a) Each Fund hereby appoints Custodian as custodian

of all Securities and cash at any time delivered to Custodian during the term

of this Agreement, and authorizes Custodian to hold Securities in registered

form in its name or the name of its nominees. Custodian hereby accepts such

appointment and agrees to establish and maintain one or more securities

accounts and cash accounts for each Series in which Custodian will hold

Securities and cash as provided herein. Custodian shall maintain books and

records segregating the assets of each Series from the assets of any other

Series. Such accounts (each, an "Account"; collectively, the "Accounts") shall

be in the name of the Fund.



                           (b) Custodian may from time to time establish on its

books and records such sub-accounts within each Account as the Fund and

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