CUSTODIAN SERVICES AGREEMENT



      THIS AGREEMENT is made as of January 1, 2006 by and among each management

investment company registered under the 1940 Act (as defined below) identified

on Exhibit A hereto (each a "Fund" and collectively the "Funds") on behalf of

each of its series or portfolios identified on Exhibit A (each a "Portfolio" and

collectively the "Portfolios") (together with each other Fund and Portfolio

thereof made subject to this Agreement in accordance with Section 13(c) below,

and State Street Bank and Trust Company, a Massachusetts trust company (the

"Custodian").



      WHEREAS, the Custodian is a bank having at least the minimum

qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian

of the portfolio securities and other assets of investment companies; and



      WHEREAS, each of the Funds on behalf of each of its Portfolios wishes to

retain the Custodian to act as custodian of its portfolio securities and other

assets, and the Custodian has indicated its willingness to so act;



      NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter contained, and intending to be legally bound hereby, the parties

hereto agree as follows:



1.    DEFINITIONS. As used in this Agreement:



      "Authorized Person" means any of the persons duly authorized by the

applicable Fund Board to give Proper Instructions on behalf of the Fund or its

Portfolios as set forth in a certificate along with any limitations on such

Persons' scope of authority, such certificate to be executed by the Secretary or

Assistant Secretary of the applicable Fund, as the same may be revised from time

to time.



      "Board" means the Board of Trustees or Directors of the applicable Fund.



      "CEA" means the Commodities Exchange Act, as amended, and "CFTC" means the

Commodity Futures Trading Commission.



      "Domestic Securities" means securities and other Financial Assets or

instruments and other investments of a Portfolio to be held in places within the

United States.



      "Federal Securities Laws" has the meaning set forth in Section (e)(1) of

Rule 38a-1 promulgated under the 1940 Act.



      "Financial Assets" has the meaning set forth in the Uniform Commercial

Code.



      "Foreign Assets" means any of the Portfolios' investments (including

foreign currencies) for which the primary market is outside the United States

and such cash and cash equivalents as are reasonably necessary to effect the

Portfolios' transactions in such investments.



      "Foreign Custody Manager" has the meaning set forth in Section (a)(3) of

Rule 17f-5 promulgated under the 1940 Act.



      "Foreign Securities" means securities and other Financial Assets of a

Portfolio for which the primary market is outside the United States.



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      "Foreign Securities Depository" means a foreign securities clearing system

qualifying as an Eligible Securities Depository (as defined in Section (b)(1) of

Rule 17f-7 under the 1940 Act) that is listed on Schedule B annexed hereto, as

amended from time to time pursuant to Section 4.5 hereof.



      "Foreign Sub-Custodian" means a foreign banking institution qualifying as

an Eligible Foreign Custodian (as defined in Section (a)(1) of Rule 17f-5

promulgated under the 1940 Act) that has been selected by the Custodian and is

listed on Schedule A annexed hereto, as amended from time to time pursuant to

Section 4.2 hereof.



      "Governing Documents" means, with respect to each of the Portfolios, (i)

the declaration of trust or other constituting document of the Fund of which the

Portfolio is a series or portfolio, (ii) the currently effective prospectus

under the 1933 Act, (ii) the most recent statement of additional information,

and (iii) a certified copy of the Board approving the engagement of the

Custodian to act as custodian of the securities and other assets of its

Portfolio(s).



      "NASD" means The National Association of Securities Dealers, Inc.



      "1940 Act" means the Investment Company Act of 1940, as amended.



      "Proper Instructions" means written instructions given by an Authorized

Person to the Custodian in such form and manner as the Custodian and the Funds

shall agree upon from time to time, including communications effected directly

between protected electro-mechanical or electronic devices, in each case in

accordance with such testing and authentication procedures as may be agreed to

from time to time by the Custodian and the Funds ("Written Instructions") and,

subject to any limitations in scope of authority, may be oral instructions

("Oral Instructions") received by the Custodian in such manner and with such

testing and authentication procedures as the Custodian and the Funds shall agree

upon from time to time, from a person reasonably believed by the Custodian to be

an Authorized Person. It being understood that the Funds must follow security

procedures, including but not limited to, those selected by the Fund via the

form of Funds Transfer Addendum to this Agreement. "Special Instructions" shall

be Written Instructions accompanied by a copy of a resolution by the appropriate

Board authorizing the action, or, if so approved by the Board, Written

Instructions given by two Authorized Persons with authority to give such Special

Instructions.



      "Repo Custodian" means a custodian appointed by a Fund for the purpose of

engaging in repurchase agreement transactions.



      "SEC" means the Securities and Exchange Commission.



      "Shares" mean the shares of beneficial interest of any Portfolio.



      "Transfer Agent" means, with respect to each Fund, the transfer agent

appointed by its Board.



      "Underlying Fund Shares" means uncertificated shares of registered

"investment companies" (as defined in Section 3(a)(1) of the 1940 Act), whether

in the same "group of investment companies" (as defined in Section

12(d)(1)(G)(ii)of the 1940 Act) or otherwise excluded from the restrictions

imposed by Section 12(d)(1), including pursuant to Section 12(d)(1)(E) and (F),

of the 1940 Act.



      "Underlying Transfer Agent" means the transfer agent with respect to

Underlying Fund Shares.



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                                       3





      "U.S. Clearing System" means a clearing agency located in the United

States which is registered with the SEC as a clearing agency under Section 17A

of the 1934 Act or a book-entry system authorized by the U.S. Department of the

Treasury.



2.    APPOINTMENT OF CUSTODIAN; GENERAL DUTIES.



      2.1.  Appointment.



      (a) Each of the Funds hereby appoints the Custodian as the custodian of

the securities and other assets of each of its Portfolios, including Domestic

Securities and Foreign Securities.



      (b) Each of the Funds has provided the Custodian with a copy of its

Governing Documents, and will provide the Custodian with a copy of amendments,

supplements and modifications thereof from time to time.



      (c) The Custodian hereby accepts appointment as custodian of the

securities and assets of the Portfolios of the Funds and agrees to perform the

duties of such custodian in accordance with the provisions of this Agreement.



      2.2.  Delivery of Portfolio Assets.



      (a) Each Fund, on behalf of its Portfolio(s), shall deliver to the

Custodian all securities and cash of such Portfolio(s), and from time to time

all payments of income, payments of principal or capital distributions received

by it with respect to Portfolio securities, and the cash consideration received

by it for such new or treasury Shares representing interests in its Portfolio(s)

as may be issued or sold from time to time.



      (b) The Custodian shall not be responsible for any property of a Portfolio

which is not received by it or which is delivered out in accordance with Proper

Instructions, including without limitation Portfolio property (i) held by

brokers, private bankers or other entities on behalf of the Portfolio, (ii) held

by a sub-custodian authorized pursuant to Section 2.6(c) hereof, (iii) held by

entities which have advanced monies to or on behalf of the Portfolio and which

have received Portfolio property as security for such advance(s), or (iv)

delivered or otherwise removed from the custody of the Custodian in advance of

payment therefor pursuant to Section 2.5(vii) hereof. With respect to Underlying

Fund Shares, the holding of confirmation statements that identify the shares as

being recorded in the Custodian's name on behalf of the Portfolios will be

deemed custody for purposes hereof.



      2.3.  Reliance on Instructions and Authority.



      (a) Concurrently with the execution of this Agreement, and from time to

time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly

certified by such Fund's Treasurer or Secretary, a certificate setting forth:

(i) the names, titles, signatures and scope of authority of all Authorized

Persons who are authorized to give Proper Instructions or any other notice,

request, direction, instruction, certificate or instrument on behalf of the

Fund, (ii) the names, titles and signatures of those Authorized Persons, if any

who are authorized to give Special Instructions, and (iii) a copy of resolutions

of the Boards of the applicable Funds adopting the authorizations referred to in

the preceding clauses (i) and (ii). Such certificate maybe accepted and relied

upon by the Custodian as conclusive evidence of the facts set forth therein and

shall be considered to be in full force and effect until receipt by the

Custodian of a similar certificate to the contrary.



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      (b) The Custodian will be protected in acting upon any Proper or Special

Instructions which are transmitted with testing or authentication pursuant to

terms and conditions agreed to by the Custodian and the Fund from time to time,

provided that such instructions comply with the other provisions of this

Agreement. The Funds shall promptly confirm any Oral Instructions with Written

Instructions, provided that failure of such confirming Written Instructions to

be received by the Custodian shall in no way invalidate the transactions or

enforceability of the transactions authorized by the Oral Instructions, and

provided further that if Written Instructions confirming Oral Instructions are

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